6-K 1 dp250272_6k.htm FORM 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a -16 OR

15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July 2026

Commission File Number: 001-15002

ICICI Bank Limited
(Translation of registrant’s name into English)

ICICI Bank Towers,
Bandra-Kurla Complex
Mumbai, India 400 051
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F.

Form 20-F X

Form 40-F

Table of Contents

Items:

Notice of Annual General Meeting along with Legend

Exhibit Index – Annual Report 2025-26

July 18, 2026

The United States

Securities and Exchange Commission

Washington D.C. 20549

United States of America

Attn.: Filing Desk

Dear Sir/Madam,

Sub.: Notice of the 32^nd Annual General Meeting and Annual Report 2025-26

This is with reference to our letter dated June 29, 2026 and July 18, 2026, regarding convening the 32^nd Annual General Meeting (AGM) of the Members of ICICI Bank Limited (the Bank) on Friday, August 21, 2026, at 11:00 a.m. IST through Video Conferencing/Other Audio Visual Means.

Pursuant to the Securities Exchange and Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose herewith the Notice of the AGM, Annual Report 2025-26 and Business Responsibility and Sustainability Report, which can also be accessed on the Bank’s website at https://www.icici.bank.in/about-us/annual. The same are being sent today through electronic mode to those Members whose email addresses are registered with the KFin Technologies Limited (KFintech), Registrar to an Issue and Share Transfer Agent for the equity shares of the Bank/the Bank/Depository Participants. A letter containing the web-link and QR code for accessing the Notice of the AGM and Annual Report 2025-26 has been sent today to those Members whose email addresses are not registered with KFintech/the Bank/Depository Participants. The physical copy of Annual Report 2025-26 and Notice will be sent to those Members who request for the same.

The brief details of the businesses to be transacted at the AGM are given in Annexure.

Please take above information on record.

Annexure

Brief details of the business to be transacted at the 32^nd AGM of the Bank

Sr. No.	Resolution	Type of Resolution (Ordinary/Special)
Ordinary Business
1.	Adoption of audited standalone and consolidated financial statements for the financial year ended March 31, 2026	Ordinary
2.	Declaration of dividend on equity shares for the year ended March 31, 2026	Ordinary
3.	Re-appointment of Mr. Sandeep Bakhshi as a Director (DIN: 00109206), who retires by rotation and, being eligible, offers himself for re-appointment	Ordinary
Special Business
4.	Appointment of Mr. Ashwani Bhatia (DIN: 07423221) as an Independent Director of the Bank	Special
5.	Appointment of Mr. Mrugank Paranjape (DIN: 02162026) as an Independent Director of the Bank	Special
6.	Re-appointment of Ms. Vibha Paul Rishi (DIN: 05180796) as an Independent Director of the Bank	Special
7.	Revision in remuneration of Mr. Sandeep Bakhshi (DIN: 00109206), Managing Director & Chief Executive Officer of the Bank	Ordinary
8.	Revision in remuneration of Mr. Sandeep Batra (DIN: 03620913), Executive Director of the Bank	Ordinary
9.	Revision in remuneration of Mr. Rakesh Jha (DIN: 00042075), Executive Director of the Bank	Ordinary
10.	Revision in remuneration of Mr. Ajay Kumar Gupta (DIN: 07580795), Executive Director of the Bank	Ordinary
11.	Re-appointment of Mr. Sandeep Bakhshi (DIN: 00109206) as the Managing Director & Chief Executive Officer of the Bank	Ordinary
12.	Re-appointment of Mr. Ajay Kumar Gupta (DIN: 07580795) as the Executive Director of the Bank	Ordinary
13.	Material Related Party Transactions of the Bank with ICICI Prudential Life Insurance Company Limited, a subsidiary of the Bank, for FY2028	Ordinary

14.	Material Related Party Transactions of the Bank with ICICI Lombard General Insurance Company Limited, a subsidiary of the Bank, for FY2028	Ordinary
15.	Material Related Party Transactions of the Bank with India Infradebt Limited, an associate of the Bank, for FY2028	Ordinary
16.	Material Related Party Transactions of ICICI Securities Primary Dealership Limited, a subsidiary of the Bank with ICICI Prudential Life Insurance Company Limited, a subsidiary of the Bank, for FY2028	Ordinary
17.	Material Related Party Transactions of ICICI Securities Primary Dealership Limited, a subsidiary of the Bank, with ICICI Lombard General Insurance Company Limited, a subsidiary of the Bank, for FY2028	Ordinary
18.	Material Related Party Transactions of ICICI Securities Primary Dealership Limited, a subsidiary of the Bank, with India Infradebt Limited, an associate of the Bank, for FY2028	Ordinary

ICICI BANK LIMITED

CIN: L65190GJ1994PLC021012

Registered Office: ICICI Bank Tower, Near Chakli Circle, Old Padra Road, Vadodara 390 007, Gujarat, Phone: 0265-6722 239 Corporate Office: ICICI Bank Towers, Bandra-Kurla Complex, Mumbai 400 051, Maharashtra, Phone: 022-4008 8900 Website: www.icici.bank.in, E-mail: companysecretary@icici.bank.in

NOTICE TO AMERICAN DEPOSITARY SHARES (“ADS”) HOLDERS

Notice to ADS Holders

The attached is being provided by ICICI Bank Limited (the “Bank”) FOR INFORMATIONAL PURPOSES ONLY and is not to be construed, and does not purport to be, an offer to sell or solicitation of an offer to buy any securities.

Deutsche Bank Trust Company Americas, the Depositary (the “Depositary”), has not reviewed the enclosed, and expressly disclaims any responsibility for, and does not make any recommendation with respect to, the Bank or the matters and/ or transactions described or referred to in the enclosed documentation. Furthermore, neither the Depositary nor any of its officers, employees, directors, agents or affiliates controls, is responsible for, endorses, adopts, or guarantees the accuracy or completeness of any information provided at the Bank's request or otherwise made available by the Bank and none of them are liable or responsible for any information contained therein.

Effective January 2, 2026, the Deposit Agreement has been amended to provide voting rights to the ADR holders subject to them demonstrating compliance with the applicable laws of Republic of India (including but not limited to Section 12B of the Banking Regulation Act, 1949 as amended or replaced from time to time). Accordingly, the Depositary will exercise the voting rights as instructed by the ADS Holders of the Bank. The exercise of voting rights in respect of the ADSs is subject to legal and regulatory restrictions as set out in applicable laws of the Republic of India as amended or replaced from time to time.

The matters referred to in the attached are being made with respect to the securities of an Indian company. The proposed action is subject to the disclosure requirements of India, which are different from those of the United States.

It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws, since the issuer is located in India, and some or all of its officers and directors may be residents of India. You may not be able to sue an Indian company or its officers or directors in an Indian court for violations of the U.S. securities laws. It may be difficult to compel an Indian company and its affiliates to subject themselves to a U.S. court's judgment.

Capitalized terms used in this notice but not defined herein shall have the meanings ascribed to them in the Deposit Agreement, dated as of March 31, 2000 (as amended) between the Bank, the Depositary and all Registered Holders and Beneficial Owners from time to time of Receipts issued thereunder.

NOTICE

NOTICE is hereby given that the 32nd Annual General Meeting of the Members of ICICI Bank Limited (the Bank/ Company) will be held through Video Conferencing/Other Audio Visual Means (VC/OAVM) on Friday, August 21, 2026 at 11:00 a.m. IST to transact the following business:

ORDINARY BUSINESS

To receive, consider and adopt the audited standalone and consolidated financial statements for the financial year ended March 31, 2026, together with the Reports of the Directors and the Auditors thereon.

To declare dividend on equity shares.

To appoint a director in place of Mr. Sandeep Bakhshi (DIN: 00109206), who retires by rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS

To consider and, if thought fit, to pass, the following Resolution as a Special Resolution:

RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 160, read with Schedule IV and all other applicable provisions of the Companies Act, 2013, Companies (Appointment and Qualification of Directors) Rules 2014, and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, other applicable provisions of the Banking Regulation Act, 1949 (including any statutory amendment(s), modification(s), variation(s) or re-enactment(s) thereof, for the time being in force) and the rules, circulars and guidelines issued by the Reserve Bank of India from time to time, Mr. Ashwani Bhatia (DIN: 07423221), who was appointed as an Additional Independent Director of ICICI Bank Limited (“Bank”), with effect from June 1, 2026 and in respect of whom the Bank has received a notice in writing from a Member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Bank, not liable to retire by rotation, for a term of five years with effect from June 1, 2026 to May 31, 2031.

To consider and, if thought fit, to pass, the following Resolution as a Special Resolution:

RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 160, read with Schedule IV

and all other applicable provisions of the Companies Act, 2013, Companies (Appointment and Qualification of Directors) Rules, 2014, and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, other applicable provisions of the Banking Regulation Act, 1949 (including any statutory amendment(s), modification(s), variation(s) or re-enactment(s) thereof, for the time being in force) and the rules, circulars and guidelines issued by the Reserve Bank of India, from time to time, Mr. Mrugank Paranjape (DIN: 02162026), who was appointed as an Additional Independent Director of ICICI Bank Limited (“Bank”), with effect from August 1, 2026 and in respect of whom the Bank has received a notice in writing from a Member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Bank, not liable to retire by rotation, for a term of five years with effect from August 1, 2026 to July 31, 2031.

To consider and, if thought fit, to pass, the following Resolution as a Special Resolution:

RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 160, read with Schedule IV and all other applicable provisions of the Companies Act, 2013, Companies (Appointment and Qualification of Directors) Rules, 2014, and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, other applicable provisions of the Banking Regulation Act, 1949 (including any statutory amendment(s), modification(s), variation(s) or re-enactment(s) thereof for the time being in force) and the rules, circulars and guidelines issued by the Reserve Bank of India from time to time, Ms. Vibha Paul Rishi (DIN: 05180796), who was appointed through Postal Ballot on March 27, 2022, as an Independent Director of ICICI Bank Limited ("Bank") up to January 22, 2027 and who is eligible for being re-appointed as an Independent Director and in respect of whom the Bank has received a notice in writing from a Member proposing her candidature for the office of Director, be and is hereby re-appointed as an Independent Director of the Bank, not liable to retire by rotation, for a second term commencing from January 23, 2027 to December 31, 2028.

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NOTICE

To consider and, if thought fit, to pass, the following Resolution as an Ordinary Resolution:

RESOLVED THAT subject to the applicable provisions of the Companies Act, 2013 ("Act") and the rules made thereunder, the Banking Regulation Act, 1949 (including any statutory amendment(s), modification(s), variation(s) or re-enactment(s) thereof, for the time being in force), the revised remuneration of Mr. Sandeep Bakhshi (DIN: 00109206), Managing Director & Chief Executive Officer, be and is hereby approved on the following terms and conditions or such other amounts/terms and conditions not exceeding the amounts below as may be approved by the Reserve Bank of India ("RBI"):

Basic Salary:

₹ 2,945,050 per month with effect from April 1, 2026 to October 3, 2026.

Perquisites:

Perquisites (evaluated as per Income-tax Rules, wherever applicable, and otherwise at actual cost to the Bank in other cases) such as the benefit of the Bank’s furnished accommodation, furnishings, club fees, group insurances (medical insurance, life insurance and personal accident insurance), use of car, running and maintenance of cars including drivers, annual membership fees paid to hotels, telephone/IT assets at residence or reimbursement of expenses in lieu thereof, payment of income-tax on perquisites by the Bank to the extent permissible under the Income-tax Act, 1961 and rules framed thereunder, leave and leave travel concession, education and other benefits, provident fund, superannuation fund, gratuity and other retirement benefits, in accordance with the scheme(s) and rule(s) applicable from time to time to retired whole-time Directors of the Bank or the members of the staff, staff housing loan in line with the staff loan policy applicable to specified grades of employees on fulfilling prescribed eligibility criteria to avail loans for purchase of residential property as detailed in the explanatory statement annexed to this Notice convening the Meeting.

Supplementary Allowance:

₹ 2,055,234 per month with effect from April 1, 2026 to October 3, 2026.

Bonus:

An amount, as may be determined by the Board at the recommendation of the Board Governance, Remuneration & Nomination Committee ("BGRNC"), based on achievement of such performance parameters as may be laid down by the Board or any Committee thereof, and subject to the approval of RBI and other approvals as may be necessary.

Stock Options:

Stock options under the ICICI Bank Employees Stock Option Scheme-2000 as may be granted by the BGRNC and approved by the Board from time to time subject to the approval of RBI and other approvals as may be necessary.

RESOLVED FURTHER THAT in the event of absence or inadequacy of net profit in any financial year, the remuneration payable to Mr. Bakhshi shall be governed by Section II of Part II of Schedule V of the Act and rules made thereunder, as amended from time to time.

RESOLVED FURTHER THAT the Board (also deemed to include any Committee of the Board) be and is hereby authorised to do all such acts, deeds, matters and things including the power to settle all questions or difficulties that may arise with regard to the aforesaid resolution as it may deem fit and to execute any agreements, documents, instructions, etc. as may be necessary or desirable in connection with or incidental to give effect to the aforesaid resolution.

To consider and, if thought fit, to pass, the following Resolution as an Ordinary Resolution:

RESOLVED THAT subject to the applicable provisions of the Companies Act, 2013 ("Act") and the rules made thereunder, the Banking Regulation Act, 1949 (including any statutory amendment(s), modification(s), variation(s) or re-enactment(s) thereof, for the time being in force), the revised remuneration of Mr. Sandeep Batra (DIN: 03620913), Executive Director, be and is hereby approved on the following terms and conditions or such other amounts/terms and conditions not exceeding the amounts below as may be approved by the Reserve Bank of India ("RBI"):

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NOTICE

Basic Salary:

₹ 2,597,580 per month with effect from April 1, 2026.

Perquisites:

Supplementary Allowance:

₹ 1,882,344 per month with effect from April 1, 2026.

Bonus:

Stock Options:

RESOLVED FURTHER THAT in the event of absence or inadequacy of net profit in any financial year, the remuneration payable to Mr. Batra shall be governed by Section II of Part II of Schedule V of the Act and rules made thereunder, as amended from time to time.

To consider and, if thought fit, to pass, the following Resolution as an Ordinary Resolution:

RESOLVED THAT subject to the applicable provisions of the Companies Act, 2013 ("Act") and the rules made thereunder, the Banking Regulation Act, 1949 (including any statutory amendment(s), modification(s), variation(s) or re-enactment(s) thereof, for the time being in force), the revised remuneration of Mr. Rakesh Jha (DIN: 00042075), Executive Director, be and is hereby approved on the following terms and conditions or such other amounts/terms and conditions not exceeding the amounts below as may be approved by the Reserve Bank of India ("RBI"):

Basic Salary:

₹ 2,597,580 per month with effect from April 1, 2026.

Perquisites:

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NOTICE

thereunder, leave and leave travel concession, education and other benefits, provident fund, superannuation fund, gratuity and other retirement benefits, in accordance with the scheme(s) and rule(s) applicable from time to time to retired whole-time Directors of the Bank or the members of the staff, staff housing loan in line with the staff loan policy applicable to specified grades of employees on fulfilling prescribed eligibility criteria to avail loans for purchase of residential property as detailed in the explanatory statement annexed to this Notice convening the Meeting.

Supplementary Allowance:

₹ 1,882,344 per month with effect from April 1, 2026.

Bonus:

Stock Options:

RESOLVED FURTHER THAT in the event of absence or inadequacy of net profit in any financial year, the remuneration payable to Mr. Jha shall be governed by Section II of Part II of Schedule V of the Act and rules made thereunder, as amended from time to time.

10.

To consider and, if thought fit, to pass, the following Resolution as an Ordinary Resolution:

RESOLVED THAT subject to the applicable provisions of the Companies Act, 2013 ("Act") and the rules made thereunder, the Banking Regulation Act, 1949 (including any statutory amendment(s), modification(s), variation(s) or re-enactment(s) thereof, for the time being in force), the revised remuneration of Mr. Ajay Kumar Gupta (DIN: 07580795), Executive Director, be and is hereby approved on the following terms and conditions or such other amounts/terms and conditions not exceeding the amounts below as may be approved by the Reserve Bank of India ("RBI"):

Basic Salary:

₹ 2,597,580 per month with effect from April 1, 2026 to November 26, 2026.

Perquisites:

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NOTICE

Supplementary Allowance:

₹ 1,882,344 per month with effect from April 1, 2026 to November 26, 2026.

Bonus:

Stock Options:

RESOLVED FURTHER THAT in the event of absence or inadequacy of net profit in any financial year, the remuneration payable to Mr. Gupta shall be governed by Section II of Part II of Schedule V of the Act and rules made thereunder, as amended from time to time.

11.

To consider and, if thought fit, to pass, the following Resolution as an Ordinary Resolution:

(DIN: 00109206), as the Managing Director & Chief Executive Officer of the Bank, liable to retire by rotation, for a period of two years with effect from October 4, 2026 to October 3, 2028, be and is hereby approved on the following terms and conditions or such other amounts/terms and conditions not exceeding the amounts below as may be approved by the RBI and which shall be subject to annual revisions from time to time:

Basic Salary:

₹ 2,945,050 per month with effect from October 4, 2026.

Perquisites:

Supplementary Allowance:

₹ 2,055,234 per month with effect from October 4, 2026.

Bonus:

An amount, as may be determined by the Board at the recommendation of the Board Governance, Remuneration & Nomination Committee ("BGRNC"),

6 | Annual Report 2025-26

NOTICE

based on achievement of such performance parameters as may be laid down by the Board or any Committee thereof, and subject to the approval of RBI and other approvals as may be necessary.

Stock Options:

12.

To consider and, if thought fit, to pass, the following Resolution as an Ordinary Resolution:

RESOLVED THAT pursuant to the applicable provisions of the Companies Act, 2013 ("Act") and the rules made thereunder, the Banking Regulation Act, 1949, read with such directions, guidelines and circulars issued by the Reserve Bank of India ("RBI") in this regard (including any statutory amendment(s), modification(s), variation(s) or re-enactment(s) thereof, for the time being in force), the re-appointment of Mr. Ajay Kumar Gupta (DIN: 07580795), as a Whole-time Director (designated as Executive Director) of the Bank, liable to retire by rotation, for a period of two years with effect from November 27, 2026 to November 26, 2028, be and is hereby approved on the following terms and conditions or such other amounts/terms and conditions not exceeding the amounts below as may be approved by the RBI and which shall be subject to annual revisions from time to time:

Basic Salary:

₹ 2,597,580 per month with effect from November 27, 2026.

Perquisites:

Supplementary Allowance:

₹ 1,882,344 per month with effect from November 27, 2026.

Bonus:

Stock Options:

Stock options under the ICICI Bank Employees Stock Option Scheme-2000 as may be granted by the BGRNC and approved by the Board from time to time

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NOTICE

subject to the approval of RBI and other approvals as may be necessary.

13.

To consider and, if thought fit, to pass, the following Resolution as an Ordinary Resolution:

RESOLVED THAT pursuant to the provisions of Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the applicable provisions of the Companies Act, 2013 read with rules made thereunder and such other applicable provisions of law, if any, and any amendment(s), modification(s), variation(s) or re-enactment(s) thereof (“Applicable

Laws”) and the ‘Related Party Transactions Policy’ of ICICI Bank Limited (“Bank”), as may be applicable from time to time and pursuant to approval of the Audit Committee and recommendation of the Board of the Bank, the Members of the Bank do hereby approve and accord approval to the Board of Directors of the Bank (hereinafter referred to as “Board”, which term shall be deemed to include any duly authorised Committee constituted/empowered by the Board, from time to time, to exercise its powers conferred by this resolution), for entering into and/or carrying out and/or continuing with arrangements, contracts, agreements, transactions (whether individual transaction or transactions taken together or series of transactions or otherwise), as detailed in the Explanatory Statement annexed to the Notice convening this meeting, with ICICI Prudential Life Insurance Company Limited, a subsidiary of the Bank, of up to ₹ 397.90 billion, excluding the insurance claims received at actuals, during the financial year ending March 31, 2028 (‘FY2028’) notwithstanding the fact that the aggregate value of the transactions to be entered into individually or taken together with previous transactions, during FY2028 may exceed the prescribed materiality thresholds as per provisions of the SEBI Listing Regulations or any other materiality threshold, as may be applicable from time to time, provided however, that the said contracts/arrangements/transactions shall be carried out at an arm's length basis and in the ordinary course of business of the Bank:

Sr. No.	Particulars	₹ in billion
1.	A. Dealing in securities (issued by related parties/non-related parties) B. Investment in securities	300.00¹
2.	Funded and non funded credit facilities	25.00
3.	Income from services rendered	7.25
4.	Other transactions: • Insurance services - premium paid - claims received² • Foreign exchange and derivatives transaction • Repurchase (repo) transactions and other permitted short-term borrowing transactions • Reverse repurchase (reverse repo) and other permitted short-term lending transactions • Any other transactions as detailed in the explanatory statement	65.65¹
	Total, excluding the insurance claims received at actuals	397.90

Limits are fungible amongst the transactions.

At actuals, maximum value is upto sum assured/fund value.

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NOTICE

RESOLVED FURTHER THAT the Members of the Bank do hereby approve and accord approval to the Board, to sign and execute all such documents, deeds and writings, including filing the said documents, etc. and do all such acts, deeds and things and take necessary steps as the Board may in its absolute discretion deem necessary, desirable or expedient to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto, without being required to seek any further consent or approval of the Members or otherwise to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution.

RESOLVED FURTHER THAT the Members of the Bank do hereby also accord approval to the Board, to delegate all or any of its powers herein conferred to any Committee of Directors and/or Director(s) and/or official(s) of the Bank/any other person(s) so authorised by it, in accordance with the Applicable Laws, to do all such acts, deeds, matters and things and also to execute such documents, writings, etc. as may be considered necessary or expedient to give effect to the aforesaid resolution.

14.

To consider and, if thought fit, to pass, the following Resolution as an Ordinary Resolution:

thereunder and such other applicable provisions of law, if any, and any amendment(s), modification(s), variation(s) or re-enactment(s) thereof (“Applicable Laws”) and the ‘Related Party Transactions Policy’ of ICICI Bank Limited (“Bank”), as may be applicable from time to time and pursuant to approval of the Audit Committee and recommendation of the Board of the Bank, the Members of the Bank do hereby approve and accord approval to the Board of Directors of the Bank (hereinafter referred to as “Board”, which term shall be deemed to include any duly authorised Committee constituted/empowered by the Board, from time to time, to exercise its powers conferred by this resolution), for entering into and/or carrying out and/or continuing with contracts/arrangements/transactions (whether individual transaction or transactions taken together or series of transactions or otherwise), as detailed in the Explanatory Statement annexed to the Notice convening this meeting, with ICICI Lombard General Insurance Company Limited, a subsidiary of the Bank, of up to ₹ 177.70 billion during the financial year ending March 31, 2028 (‘FY2028’) notwithstanding the fact that the aggregate value of the transactions to be entered into individually or taken together with previous transactions, during FY2028 may exceed the prescribed materiality thresholds as per provisions of the SEBI Listing Regulations or any other materiality threshold, as may be applicable from time to time, provided however, that the said contracts/arrangements/transactions shall be carried out at an arm's length basis and in the ordinary course of business of the Bank:

Sr. No.	Particulars	₹ in billion
1.	A. Dealing in securities (issued by related parties/non-related parties) B. Investment in securities	100.00¹
2.	Income from services rendered	3.00
3.	Funded and non funded credit facilities	6.00
4.	Other transactions: • Insurance services - premium paid - claims received • Foreign exchange and derivatives transaction • Repurchase (repo) transactions and other permitted short-term borrowing transactions • Reverse repurchase (reverse repo) and other permitted short-term lending transactions • Any other transactions as detailed in the explanatory statement	68.70¹
	Total	177.70

Limits are fungible amongst the transactions.

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NOTICE

15.

To consider and, if thought fit, to pass, the following Resolution as an Ordinary Resolution:

thereunder and such other applicable provisions of law, if any, and any amendment(s), modification(s), variation(s) or re-enactment(s) thereof (“Applicable Laws”) and the ‘Related Party Transactions Policy’ of ICICI Bank Limited (“Bank”), as may be applicable from time to time and pursuant to approval of the Audit Committee and recommendation of the Board of the Bank, the Members of the Bank do hereby approve and accord approval to the Board of Directors of the Bank (hereinafter referred to as “Board”, which term shall be deemed to include any duly authorised Committee constituted/empowered by the Board, from time to time, to exercise its powers conferred by this resolution), for entering into and/or carrying out and/or continuing with contracts/arrangements/transactions (whether individual transaction or transactions taken together or series of transactions or otherwise), as detailed in the Explanatory Statement annexed to the Notice convening this meeting, with India Infradebt Limited, an associate of the Bank, of up to ₹ 181.00 billion during the financial year ending March 31, 2028 (‘FY2028’) notwithstanding the fact that the aggregate value of the transactions to be entered into individually or taken together with previous transactions, during FY2028 may exceed the prescribed materiality thresholds as per provisions of the SEBI Listing Regulations or any other materiality threshold, as may be applicable from time to time, provided however, that the said contracts/ arrangements/transactions shall be carried out at an arm's length basis and in the ordinary course of business of the Bank:

Sr. No.	Particulars	₹ in billion
1.	A. Dealing in securities (issued by related parties/non-related parties) B. Investment in securities	150.00¹
2.	Purchase and/or sale of loans	30.00
3.	Income from services rendered, and any other transactions	1.00¹
	Total	181.00

Limits are fungible amongst the transactions.

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NOTICE

16.

To consider and, if thought fit, to pass, the following Resolution as an Ordinary Resolution:

RESOLVED THAT pursuant to the provisions of the Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing

Regulations”) and such other applicable provisions of law, if any, and any amendment(s), modification(s), variation(s)or re-enactment(s) thereof ("Applicable Laws"), and the 'Related Party Transactions Policy' of ICICI Bank Limited ("Bank"), as may be applicable from time to time and pursuant to approval of the Audit Committee and recommendation of the Board of the Bank, the Members of the Bank do hereby approve and accord approval for entering into and/ or carrying out and/or continuing with contracts/ arrangements/transactions (whether individual transaction or transactions taken together or series of transactions or otherwise), the details of which are provided in the Explanatory Statement annexed to the Notice convening this meeting, by ICICI Securities Primary Dealership Limited, a subsidiary of the Bank with ICICI Prudential Life Insurance Company Limited, a subsidiary of the Bank, of up to ₹ 303.00 billion during the financial year ending March 31, 2028 (‘FY2028’), notwithstanding the fact that the aggregate value of the transactions to be entered into individually or taken together with previous transactions, during FY2028 may exceed the prescribed materiality thresholds of the Bank as per provisions of the SEBI Listing Regulations or any other materiality threshold as may be applicable from time to time, provided however, that the said contracts/arrangements/transactions shall be carried out at an arm's length basis and in the ordinary course of business of ICICI Securities Primary Dealership Limited:

Sr. No.	Particulars	₹ in billion
1.	A. Dealing in securities (issues by related parties/non-related parties) B. Investments in securities C. Borrowing through debt securities	300.00¹
2.	Other transactions: • Insurance services - premium paid - claims received • Any other transactions as detailed in the explanatory statement	3.00¹
	Total	303.00

Limits are fungible amongst the transactions.

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NOTICE

17.

To consider and, if thought fit, to pass, the following Resolution as an Ordinary Resolution:

RESOLVED THAT pursuant to the provisions of the Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing

Regulations") and such other applicable provisions of law, if any, and any amendment(s), modification(s), variation(s)or re-enactment(s) thereof ("Applicable Laws"), and the 'Related Party Transactions Policy' of ICICI Bank Limited ("Bank"), as may be applicable from time to time and pursuant to approval of the Audit Committee and recommendation of the Board of the Bank, the Members of the Bank do hereby approve and accord approval for entering into and/ or carrying out and/or continuing with contracts/ arrangements/ transactions (whether individual transaction or transactions taken together or series of transactions or otherwise), the details of which are provided in the Explanatory Statement annexed to the Notice convening this meeting, by ICICI Securities Primary Dealership Limited, a subsidiary of the Bank, with ICICI Lombard General Insurance Company Limited, a subsidiary of the Bank, of up to ₹ 127.70 billion during the financial year ending March 31, 2028 (‘FY2028’), notwithstanding the fact that the aggregate value of the transactions to be entered into individually or taken together with previous transactions, during FY2028 may exceed the prescribed materiality thresholds of the Bank as per provisions of the SEBI Listing Regulations or any other materiality threshold as may be applicable from time to time, provided however, that the said contracts/arrangements/transactions shall be carried out at an arm's length basis and in the ordinary course of business of ICICI Securities Primary Dealership Limited:

Sr. No.	Particulars	₹ in billion
1.	A. Dealing in securities (issued by related parties/non-related parties) B. Investments in securities C. Borrowing through debt securities	125.00¹
2.	Other transactions: • Insurance services - premium paid - claims received • Any other transactions as detailed in the explanatory statement	2.70¹
	Total	127.70

Limits are fungible amongst the transactions.

12 | Annual Report 2025-26

NOTICE

18.

To consider and, if thought fit, to pass, the following Resolution as an Ordinary Resolution:

RESOLVED THAT pursuant to the provisions of the Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015 ("SEBI Listing Regulations") and such other applicable provisions of law, if any, and any amendment(s), modification(s), variation(s)or re-enactment(s) thereof ("Applicable Laws"), and the 'Related Party Transactions Policy' of ICICI Bank Limited ("Bank"), as may be applicable from time to time and pursuant to approval of the Audit Committee and recommendation of the Board of the Bank, the Members of the Bank do hereby approve and accord approval for entering into and/ or carrying out and/or continuing with contracts/ arrangements/ transactions (whether individual transaction or transactions taken together or series of transactions or otherwise), the details of which are provided in the Explanatory Statement annexed to the Notice convening this meeting, by ICICI Securities Primary Dealership Limited, a subsidiary of the Bank, with India Infradebt Limited, an associate of the Bank, of up to ₹ 141.00 billion during the financial year ending March 31, 2028 (‘FY2028’), notwithstanding the fact that the aggregate value of the transactions to be entered into individually or taken together with previous transactions, during FY2028 may exceed the prescribed materiality thresholds of the Bank as per provisions of the SEBI Listing Regulations or any other materiality threshold as may be applicable from time to time, provided however, that the said contracts/arrangements/ transactions shall be carried out at an arm's length basis and in the ordinary course of business of ICICI Securities Primary Dealership Limited:

Sr. No.	Particulars	₹ in billion
1.	A. Dealing in securities (issued by related parties/non-related parties) B. Investments in securities C. Borrowing through debt securities	140.00¹
2.	Other transactions: • Income from services rendered, and any other transactions	1.00¹
	Total	141.00

Limits are fungible amongst the transactions.

13 | Annual Report 2025-26

NOTICE

NOTES:

The relevant Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013, in respect of Special Businesses to be transacted at the Annual General Meeting ("AGM") vide Item Nos. 4 to 18 as set out in the Notice is annexed hereto.

In compliance with the General Circular No. 14/2020 dated April 08, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 20/2020 dated May 05, 2020 and other relevant circulars, including General Circular No. 03/2025 dated September 22, 2025 issued by the Ministry of Corporate Affairs, Government of India (“MCA Circulars”), the AGM of the Bank will be held through VC/OAVM.

Generally, a Member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote on a poll instead of himself/herself and the proxy need not be a member of the Bank. Since this AGM is being held through VC/OAVM pursuant to the MCA Circulars, the facility for appointment of proxies by the Members will not be available for the AGM and hence, the Proxy Form and Attendance Slip are not annexed to this Notice.

Corporate Members intending to appoint their Authorised Representatives to participate in the AGM are requested to send a certified copy of the Board Resolution to the Bank at iciciagm@icici.bank.in.

Annual Report 2025-26 and this Notice are being sent through electronic mode to those Members whose email addresses are registered with KFin Technologies Limited (“KFintech”), Registrar to an Issue and Share Transfer Agent for the equity shares of the Bank/the Bank/Depository Participants. A letter containing the web-link for accessing the Annual Report 2025-26 and this Notice will be sent to those Members whose email addresses are not registered with KFintech/the Bank/Depository Participants. The physical copy of the Annual Report 2025-26 and this Notice will be sent to those Members who request for the same. Members may note that the Annual Report 2025-26 and this Notice can also be accessed on the Bank’s website at https: //w w w. icici .bank . in/about-us/annual, website of the stock exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and on the website of the National Securities Depository Limited ("NSDL") at www.evoting.nsdl.com.

As the AGM will be held through VC/OAVM, the requirement of providing the Route Map and Landmark for the AGM venue does not apply.

INSTRUCTIONS FOR REMOTE E-VOTING

Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) and MCA Circulars, the Company is pleased to provide its Members the facility to exercise their right to vote at the AGM by electronic means. The Company has appointed NSDL for facilitating voting through electronic means, as the authorized agency.

The facility of casting votes by a Member using remote e-voting prior to the AGM and e-voting during the AGM will be provided by NSDL.

A person whose name is recorded in the Register of Members or in the Register of Beneficial Owners

14 | Annual Report 2025-26

NOTICE

maintained by the Depositories as on the cut-off date i.e. Friday, August 14, 2026, (including those Members who may not have received this Notice due to non-registration of their email address with R&T Agent/Bank/Depositories) only shall be entitled to avail the facility of remote e-voting prior to the AGM and e-voting during the AGM. The voting rights of the Members shall be in proportion to their shares in the total paid-up equity share capital of the Bank as on the cut-off date i.e. Friday, August 14, 2026, subject to the provisions of the Banking Regulation Act, 1949, as amended.

A person who is not a Member as on the cut-off date should treat this Notice for information purpose only.

The Members attending the AGM and who have not already cast their votes through remote e-voting

shall be able to exercise their voting rights during the AGM.

The Members who have cast their votes through remote e-voting prior to the AGM may aIso attend the AGM but shall not be entitled to cast their votes again.

The remote e-voting period commences on Monday, August 17, 2026 (9:00 a.m. IST) and ends on Thursday, August 20, 2026 (5:00 p.m. IST). During this period, the Members of the Bank, holding shares either in physical form or in dematerialised form, as on the cut-off date i.e. Friday, August 14, 2026 may cast their vote electronically. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by a Member, the Member shall not be allowed to change it subsequently.

The instructions for remote e-voting are as under:

Step 1: Access to NSDL e-Voting system

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by listed companies, individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email addresses in their demat accounts in order to access e-Voting facility.

Type of Shareholders

Login Method

Individual shareholders holding securities in demat mode with NSDL

1. For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/ evotinglogin.jsp. You will have to enter your 8 digit DP ID, 8 digit Client ID, PAN, Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

2. Existing IDeAS user can visit the e-Services website of NSDL viz. https://eservices.nsdl.com either on a personal computer or on a mobile. On the e-Services home page, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. This will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

15 | Annual Report 2025-26

NOTICE

Type of Shareholders

Login Method

3. If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS” or click at

https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp.

4. Visit the e-Voting website of NSDL. Open web browser by typing the following URL viz : https://www.evoting.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

5. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience

Individual Shareholders holding securities in demat mode with Central Depository Services (India) Limited (CDSL)

1. Users who have opted for CDSL Easi/Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi/Easiest are requested to visit www.cdslindia.com and click on login icon & New System Myeasi Tab and then use your existing Myeasi username & password.

2. After successful login the Easi/Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also a link provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly.

3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.

4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN from e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

16 | Annual Report 2025-26

NOTICE

Type of Shareholders

Login Method

Individual Shareholders (holding securities in demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. Upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Members who are unable to retrieve User ID/Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL:

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.com or call at 022-4886 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at Toll free No.: 1800 21 09911

Login Method for Shareholders other than Individual Shareholders holding securities in demat mode and Shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

Open web browser and type the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/ Member’ section.

A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDeAS, you can log-in at https://eservices.nsdl.com/ with your existing IDeAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

our User ID details are given below:

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
For Members who hold shares in demat account with NSDL	8 Character DP ID followed by 8 Digit Client ID For example, if DP ID is IN300* and Client ID is 12** then User ID is IN30012*****
For Members who hold shares in demat account with CDSL	16 Digit Beneficiary ID For example, if Beneficiary ID is 12************ then User ID is 12************
For Members who hold shares in Physical Form	EVEN Number followed by Folio Number registered with the company For example, if folio number is 001* and EVEN is 139991 then User ID is 139991001*

17 | Annual Report 2025-26

NOTICE

Your Password details are given below:

If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

How to retrieve your ‘initial password’?

(i)

If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. The password to open the .pdf file is your 8 digit Client ID for NSDL account or last 8 digits of Client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

(ii)

If your email address is not registered, please follow steps mentioned below in this Notice.

If you are unable to retrieve or have not received the "Initial password" or have forgotten your password:

Click on “Forgot User Details/Password?” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

Click on “Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

Now, you will have to click on “Login” button.

After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically on NSDL e-Voting system.

How to cast your vote electronically on NSDL e-Voting system?

After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.

Select “EVEN” of ICICI Bank Limited to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.

Now you are ready for e-Voting as the Voting page opens.

Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

Upon confirmation, the message “Vote cast successfully” will be displayed.

You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

Those Shareholders whose email addresses are not registered with the Company/Depositories, may send a request to evoting@nsdl.com or to the Company at iciciagm@icici.bank.in for procuring User ID and Password for e-Voting.

Any person holding shares in physical form and non-individual shareholders, who acquires shares of the Company and becomes a Member of the Company after the date of sending of this Notice and holds shares as on the cut-off date i.e. Friday, August 14, 2026, may obtain the User ID and Password by sending a request at evoting@nsdl.com or to the Company at iciciagm@icici.bank.in. However, if you are already registered with NSDL for remote e-Voting, then you can use your existing User ID and Password for casting your

18 | Annual Report 2025-26

NOTICE

vote. If you forgot your Password, you can reset your password by using “Forgot User Details/Password” or “Physical User Reset Password” option available on www.evoting.nsdl.com or call on 022-4886 7000. In case of individual shareholders holding shares in demat mode who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and who holds shares as on the cut-off date i.e. Friday, August 14, 2026 may follow steps mentioned above under “Access to NSDL e-Voting system”.

It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

In case of any queries or issues or grievances pertaining to e-voting, Members may refer to Help/FAQ’s section at www.evoting.nsdl.com or call on 022-4886 7000 or send a request at evoting@nsdl.com or contact Mr. Suketh Shetty, Manager, National Securities Depository Limited, 3rd Floor, Naman Chamber, Plot C-32, G-Block, Bandra Kurla Complex, Bandra East, Mumbai, Maharashtra - 400 051 at Msuketh.Shetty@nsdl.com. Alternatively, Members may also write to the Company Secretary of the Bank at iciciagm@icici.bank.in or call on 022-4008 8900.

INSTRUCTIONS FOR E-VOTING DURING THE AGM

The procedure for e-voting during the AGM is same as the instructions mentioned above for remote e-voting.

Members who have not cast their votes on the Resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system during the AGM.

Members who have voted through remote e-voting will be eligible to attend the AGM. However, they will not be eligible to vote during the AGM.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM

Members will be provided with a facility to attend the AGM through VC/OAVM or view the live webcast of the AGM through the NSDL e-voting system.

Members may access the same by following the steps mentioned above for “Access to NSDL e-voting system”. After successful login, you can see “VC/ OAVM link” placed under Join Meeting menu against company name. You are requested to click on VC/ OAVM link placed under “Join Meeting” menu. The link for VC/OAVM will be available in Shareholder/ Member login where the EVEN of Company will be displayed. Please note that the Members who do not have the User ID and Password for e-voting or have forgotten the User ID and Password may retrieve the same by following the remote e-voting instructions mentioned in this Notice to avoid last minute rush.

The Members can join the AGM in the VC/OAVM mode 30 minutes before the scheduled time of the commencement of the Meeting by following the procedure mentioned in this Notice.

Members are encouraged to join the Meeting through Laptops for better experience.

Members will be required to allow camera and use internet with a good speed to avoid any disturbance during the Meeting.

Please note that participants connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to fluctuation in their respective network. It is therefore recommended to use stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

Members who need assistance before or during the AGM with use of technology may call on 022-4886 7000 or contact Mr. Suketh Shetty, Manager, National Securities Depository Limited at Msuketh.Shetty@nsdl.com.

The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

PROCESS TO EXPRESS VIEWS/SEEK CLARIFICATIONS

As the AGM is being conducted through VC/OAVM, for the smooth conduct of proceedings of the AGM, Members are encouraged to send their queries in advance mentioning their name, demat account number/folio number, mobile number at iciciagm@icici.bank.in before 5:00 p.m. IST on Wednesday, August 19, 2026.

19 | Annual Report 2025-26

NOTICE

Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending email at iciciagm@icici.bank.in mentioning their name, demat account number/folio number, mobile number between 9:00 a.m. IST on Monday, August 17, 2026 and 5:00 p.m. IST on Wednesday, August 19, 2026. Those Members who have registered themselves as a speaker only will be allowed to express their views/ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

DIVIDEND RELATED INFORMATION

The Record Date for determining the names of Members eligible for dividend on equity shares, if declared at the AGM, is August 3, 2026.

aa.

Dividend for the year ended March 31, 2026, at the rate of ₹ 12 per fully paid-up equity share of face value of ₹ 2 each, as recommended by the Board of Directors, will be paid after the same is approved at the AGM to those Members, holding equity shares in physical form, whose names appear in the Register of Members of the Bank and in respect of equity shares held in dematerialised form to all beneficial owners as per the details furnished by the Depositories as on the Record Date i.e. as on the close of August 3, 2026.

bb.

As per the prevailing provisions under the Income-Tax Act, 2025, dividend paid or distributed by Bank shall be taxable in the hands of the Members. The Bank shall therefore be required to deduct tax at source (TDS) at the prescribed rates at the time of making the payment of dividend to the Members. For details, Members may refer to Annexure II appended to this Notice.

VOTING RESULTS & SCRUTINIZER RELATED INFORMATION

cc.

Ms. Vinita Nair (FCS No.: F10559, COP No.: 11902)of Vinod Kothari & Company, Practicing Company Secretaries or failing her Ms. Nitu Poddar (ACS No.: 37398, COP No.: 15113) of Vinod Kothari & Company, Practicing Company Secretaries has been appointed as the Scrutinizer to scrutinize the remote e-voting process as well as the e-voting process during the AGM in a fair and transparent manner.

dd.

The Scrutinizer shall make a consolidated scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairperson or a person authorised by him in writing, who shall countersign the same. The Chairperson or a person authorised by him shall declare the results of the voting forthwith.

ee.

The Results declared along with the Scrutinizer’s Report shall be displayed at the Registered Office as well as the Corporate Office of the Bank and uploaded on the Bank’s website at www.icici.bank.in as well as on the website of NSDL at www.evoting.nsdl.com. The Results shall also be simultaneously forwarded to the Stock Exchanges.

GENERAL INFORMATION/GUIDELINES FOR SHAREHOLDERS

ff.

All the documents referred to in the accompanying Notice and Explanatory Statements, shall be available for inspection through electronic mode, basis the request being sent to iciciagm@icici.bank.in.

gg.

During the AGM, the relevant statutory registers and documents shall be available for inspection upon login at https://www.evoting.nsdl.com.

hh.

Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorised signatory(ies) who are authorised to vote, to the Scrutinizer by e-mail to vinita@vinodkothari.com with a copy marked to evoting@nsdl.com. Institutional shareholders can also upload their Board Resolution/Authority Letter etc. by clicking on “Upload Board Resolution/ Authority Letter” displayed under “e-Voting” tab in their login.

ii.

Any person, who acquires shares of the Company and becomes a Member of the Company after the date of sending of this Notice and holds shares as on the cut off date i.e. Friday, August 14, 2026 can cast the vote by following the instructions as mentioned in this Notice.

20 | Annual Report 2025-26

NOTICE

jj.

Investors can contact Registrar to an Issue and Share Transfer Agent (R & T Agent) of the Bank as detailed hereinafter:

R & T Agent for Equity Shares:

Ms. C Shobha Anand KFin Technologies Limited Unit: ICICI Bank Limited

Selenium Building, Tower-B

Plot No. 31 & 32, Financial District Nanakramguda, Serlingampally Hyderabad 500 032, Rangareddy Telangana, India

Tel. No.: +91-040-6716 2222

Toll free No.: 18003094001

E-mail: einward.ris@kfintech.com

Website: https://ris.kfintech.com

Investor Support Centre: https://ris.kfintech.com/clientservices/investors/isrs.aspx

R & T Agent for Bonds/Debentures:

Mr. Vijay Singh Chauhan 3i Infotech Limited

International Infotech Park, Tower # 5, 3rd Floor Vashi Railway Station Complex, Vashi

Navi Mumbai 400 703, Maharashtra, India Tel. No.: +91-22-7123 8034/35

E-mail: icicibonds@3i-infotech.com

Website: https://www.3i-infotech.com/investors/

kk.

SEBI vide its various circulars has inter-alia mandated: (a) furnishing of PAN, KYC details and nomination by the holders of physical securities

(b) payment including dividend, interest or redemption payment only through electronic mode. Further, as mandated by SEBI, Investors are requested to note that in case of non-updation of PAN or contact details or mobile number or bank account details or specimen signature in respect of physical folios, dividend/interest etc. shall be paid only through electronic mode upon furnishing all the aforesaid details in entirety.

ll.

Investors holding securities in physical form are requested to register/update their KYC details including PAN, postal address, email address, bank details etc. by submitting duly filled and signed Form ISR-1 along with such other documents as prescribed in Form ISR-1 to the R & T Agent of the

Bank. Investors holding securities in dematerialised form are requested to register/update their KYC details with their respective Depository Participants.

mm.

Investors can avail the facility of nomination in respect of securities held by them in physical form pursuant to the provisions of Section 72 of the Companies Act, 2013. Investors desiring to avail this facility may send their nomination in the prescribed Form SH-13 duly filled, to the R & T Agent of the Bank. If the Investor desires to opt out or cancel the earlier nomination and record a fresh nomination, he/she may submit the same in Form ISR-3 or Form SH-14 as the case may be. Investors holding securities in dematerialised form are requested to contact their respective Depository Participants for availing this facility.

nn.

Investors may please note that SEBI has mandated listed companies to issue the securities in dematerialised form only while processing following service requests viz. issue of duplicate securities certificate; claim from unclaimed suspense account; renewal/exchange of securities certificate; endorsement; sub-division/splitting of securities certificate; consolidation of securities certificates/ folios; transmission and transposition. Accordingly, Investors are requested to make service requests by submitting duly filled and signed Form ISR-4 to the R & T Agent of the Bank.

oo.

The Relevant Forms viz. Form ISR-1, Form ISR-3, Form ISR-4, Form SH-13 and Form SH-14 are available on the website of the Bank at https://www.icici.bank.in/about-us/invest-relations and on the website of the R & T Agent, KFin Technologies Limited (for equity shares) at https://ris.kfintech.com/clientservices/isc/isrforms.aspx and 3i Infotech Limited (for bonds/debentures) at https://www.3i-infotech.com/investor-information/.

pp.

Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013, the dividend amounts remaining unpaid or unclaimed for a period of seven consecutive years from the date of its transfer to the Unpaid Dividend Accounts of the Company are required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government. Accordingly, the unclaimed dividend

21 | Annual Report 2025-26

NOTICE

for the financial year ended March 31, 2018, was transferred to the IEPF during financial year ended 2026. Further, as per the provisions of Section 124(6) of the Companies Act, 2013 read with the Investor Education & Protection Fund Authority (Accounting, Audit, Transfer & Refund) Rules, 2016, the equity shares in respect of which the dividend has not been claimed for seven consecutive years have been transferred by the Company to the designated demat account of the IEPF Authority.

qq.

The unclaimed dividend for the financial year ended March 31, 2019 would accordingly be transferred to IEPF in September 2026. The corresponding shares along with the unclaimed dividend would also be transferred to the demat account of the IEPF Authority.

rr.

Members who have not yet encashed their dividend warrant(s) for the financial year ended March 31, 2019 and subsequent years are requested to submit their claims to KFin Technologies Limited, R & T Agent of the Bank without any delay.

By Order of the Board

Prachiti D. Lalingkar

Company Secretary ACS: 20744

Mumbai, July 18, 2026

CIN: L65190GJ1994PLC021012

Website: www.icici.bank.in

E-mail: companysecretary@icici.bank.in

Registered Office: ICICI	Corporate Office:
ICICI Bank Tower	ICICI Bank Towers
Near Chakli Circle	Bandra-Kurla Complex
Old Padra Road	Mumbai 400 051
Vadodara 390 007	Phone: 022-40088900
Phone: 0265-6722239

22 | Annual Report 2025-26

NOTICE

EXPLANATORY STATEMENT UNDER SECTION 102(1) OF THE COMPANIES ACT, 2013

Item No. 4

Based on the recommendation of Board Governance, Remuneration & Nomination Committee ("BGRNC"), the Board of Directors of ICICI Bank Limited ("Bank") vide, resolution passed by circulation on June 1, 2026, approved the appointment of Mr. Ashwani Bhatia (DIN: 07423221), as an Additional Independent Director of the Bank, not liable to retire by rotation, for a term of five years with effect from June 1, 2026, subject to the approval of Members.

Mr. Bhatia possesses necessary skills, knowledge, experience and expertise required under Section 10A(2) of the Banking Regulation Act, 1949 and relevant rules/ regulations/circulars/notifications/guidelines/clarifications issued from time to time by Reserve Bank of India (“RBI”) and has the key attributes necessary to be appointed as an Independent Director on the Board of the Bank.

The BGRNC and the Board have determined that Mr. Bhatia is a fit and proper person to hold the office as an Independent Director of the Bank as per the norms prescribed by RBI and is not debarred from being appointed as a Director by the Securities and Exchange Board of India or any other authority. Further, in the opinion of the Board and based on the declaration of independence submitted by him, Mr. Bhatia is a person of integrity, has the necessary knowledge, experience and expertise for being appointed as an Independent Director and fulfils the conditions specified in the Companies Act, 2013 (“Act”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations“) for appointment as an Independent Director of the Bank.

In terms of the Companies (Creation and Maintenance of databank of Independent Directors) Rules, 2019 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended from time to time, Mr. Bhatia has enrolled his name in the online databank of Independent Directors maintained by the Government of India.

Mr. Bhatia is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given his consent to act as a Director of the Bank.

In terms of Section 160 of the Act, the Bank has received a notice from a Member signifying the intention to propose Mr. Bhatia as a candidate for the office of Independent Director of the Bank.

Given his skills, experience, expertise and stature, the Board considers it desirable and in the interest of and benefit to the Bank to appoint Mr. Bhatia as an Independent Director with effect from June 1, 2026 for a period until May 31, 2031.

Regulation 17(1C) of the SEBI Listing Regulations stipulates that approval of shareholders for appointment of a person on the Board of Directors by a listed entity, is to be taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. Further, as per Regulation 25(2A) of the SEBI Listing Regulations, the appointment of an Independent Director shall be subject to the approval of members by way of a Special Resolution. Keeping in view the above referred provisions, the approval of the Members of the Bank is being sought, by passing a Special Resolution, for the appointment of Mr. Bhatia as an Independent Director on the Board of the Bank.

The required details in terms of Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard on General Meetings are provided in Annexure I to this Notice.

The Board recommends the Resolution at Item No. 4 of the accompanying Notice for approval of the Members of the Bank.

None of the Directors, Key Managerial Personnel of the Bank and their relatives other than Mr. Bhatia and his relatives are concerned or interested, financially or otherwise, in the passing of the Resolution at Item No. 4 of the accompanying Notice.

The terms and conditions relating to the appointment of Mr. Bhatia would be available for inspection in electronic mode.

23 | Annual Report 2025-26

NOTICE

Item No. 5

Based on the recommendation of the Board Governance, Remuneration & Nomination Committee (“BGRNC”), the Board of Directors of ICICI Bank Limited (“Bank”) has, at its meeting held on July 18, 2026, approved the appointment of Mr. Mrugank Paranjape (DIN: 02162026) as an Additional Independent Director of the Bank, not liable to retire by rotation, for a term of five years with effect from August 1, 2026, subject to the approval of Members.

Mr. Paranjape possesses necessary skills, knowledge, experience and expertise required under Section 10A(2) of the Banking Regulation Act, 1949 and relevant rules/ regulations/circulars/notifications/guidelines/clarifications issued from time to time by Reserve Bank of India (“RBI”) and has the key attributes necessary to be appointed as an Independent Director on the Board of the Bank.

The BGRNC and the Board have determined that Mr. Paranjape is a fit and proper person to hold the office as an Independent Director of the Bank as per the norms prescribed by RBI and is not debarred from being appointed as a Director by the Securities and Exchange Board of India or any other authority. Further, in the opinion of the Board and based on the declaration of independence submitted by him, Mr. Paranjape is a person of integrity, has the necessary knowledge, experience and expertise for being appointed as an Independent Director and fulfils the conditions specified in the Companies Act, 2013 (“Act”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations“) for appointment as an Independent Director of the Bank.

In terms of the Companies (Creation and Maintenance of databank of Independent Directors) Rules, 2019 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended from time to time, Mr. Paranjape has enrolled his name in the online databank of Independent Directors maintained by the Government of India.

Mr. Paranjape is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given his consent to act as a Director of the Bank.

In terms of Section 160 of the Act, the Bank has received a notice from a Member signifying the intention to propose Mr. Paranjape as a candidate for the office of Independent Director of the Bank.

Given his skills, experience, expertise and stature, the Board considers it desirable and in the interest of and benefit to the Bank to appoint Mr. Paranjape as an Independent Director with effect from August 1, 2026 for a period until July 31, 2031.

Regulation 17(1C) of the SEBI Listing Regulations stipulates that approval of shareholders for appointment of a person on the Board of Directors by a listed entity, is to be taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. Further, as per Regulation 25(2A) of the SEBI Listing Regulations, the appointment of an Independent Director shall be subject to the approval of members by way of a Special Resolution. Keeping in view the above referred provisions, the approval of the Members of the Bank is being sought, by passing a Special Resolution, for the appointment of Mr. Paranjape as an Independent Director on the Board of the Bank.

The required details in terms of Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard on General Meetings are provided in Annexure I to this Notice.

The Board recommends the Resolution at Item No. 5 of the accompanying Notice for approval of the Members of the Bank.

None of the Directors, Key Managerial Personnel of the Bank and their relatives other than Mr. Paranjape and his relatives are concerned or interested, financially or otherwise, in the passing of the Resolution at Item No. 5 of the accompanying Notice.

The terms and conditions relating to the appointment of Mr. Paranjape would be available for inspection in electronic mode.

Item No. 6

The Members of ICICI Bank Limited ("Bank"), vide Resolution passed through Postal Ballot on March 27, 2022, had approved the appointment of Ms. Vibha Paul Rishi (DIN:05180796), as an Independent Director of the

24 | Annual Report 2025-26

NOTICE

Bank, for a term of five consecutive years commencing from January 23, 2022 to January 22, 2027.

Reserve Bank of India has, vide its circular dated November 28, 2025, prescribed that the total tenure of Non-executive Director, continuously or otherwise, on the board of a bank, shall not exceed eight years. Ms. Rishi will complete her first term of five years as an Independent Director on January 22, 2027. The Board has, at its meeting held on June 29, 2026, based on the recommendation of the Board Governance, Remuneration & Nomination Committee and the performance evaluation, approved the re-appointment of Ms. Rishi as an Independent Director of the Bank for a second term commencing from January 23, 2027 to December 31, 2028, subject to the approval of Members, to coincide with the completion of her association with ICICI Group for 10 years.

Considering the experience of Ms. Rishi and the contribution made by her, the Board felt that continued association of Ms. Rishi as an Independent Director would be beneficial to the Bank

Ms. Rishi is not disqualified from being appointed as a Director, in terms of Section 164 of the Act and has given her consent to act as a Director of the Bank.

In the opinion of the Board and based on the declarations submitted by her, Ms. Rishi is considered a person of integrity, has the necessary knowledge, experience and expertise for being re-appointed as an Independent Director.

In terms of Section 160 of the Act, the Bank has received a notice in writing from a Member signifying the intention to propose the candidature of Ms. Rishi for the office of Director on conclusion of her term on January 22, 2027.

The required details in terms of Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard on General Meetings are provided in Annexure I to this Notice.

The Board recommends the Resolution at Item No. 6 of the accompanying Notice for approval of the Members of the Bank.

None of the Directors, Key Managerial Personnel of the Bank and their relatives other than Ms. Rishi and

her relatives are concerned or interested, financially or otherwise, in the passing of this resolution at Item No. 6 of the accompanying Notice.

The terms and conditions relating to the re-appointment of Ms. Rishi would be available for inspection in electronic mode.

Item Nos. 7 to 10

The ICICI Bank Limited ("Bank") has a Compensation Policy in line with the guidelines issued by the Reserve Bank of India ("RBI"). The total compensation payable is a prudent mix of fixed pay and variable pay. The fixed pay includes basic pay, allowances, perquisites, contribution towards superannuation/retirals and any other form of benefits including reimbursable perquisites with monetary ceilings. The variable pay includes share linked instruments (including stock options) or cash or a mix of cash and share linked instruments (including stock options). The variable pay is determined by the Board at the recommendation of the Board Governance, Remuneration & Nomination Committee ("BGRNC") after evaluating performance vis-à-vis defined Key Performance Indicators which comprises various aspects including financial performance, risk management, compliance and stakeholder relationships. The fixed and variable pay of the Whole-time Director is subject to the approval of RBI. The Bank has put in place the provisions with respect to Malus and/or Clawback on part or all of the variable pay including unvested/vested/paid deferred variable pay.

The Board, at its meeting held on April 18, 2026, based on the recommendation of the BGRNC approved the following subject to RBI approval:

payment of performance bonus of ₹ 35,207,852 to Mr. Sandeep Bakhshi and ₹ 31,543,954 each to Mr. Sandeep Batra, Mr. Rakesh Jha and Mr. Ajay Kumar Gupta for FY2026;

grant of 268,350 stock options to Mr. Bakhshi and 226,000 stock options each to Mr. Batra, Mr. Jha and Mr. Gupta under the ICICI Bank Employees Stock Option Scheme-2000 for FY2026; and

Subject to the RBI and Members approval, remuneration for FY2027.

25 | Annual Report 2025-26

NOTICE

The break-up of the retiral benefits and perquisites are enumerated as under:

Particulars			Amount per annum (in ₹)
			Mr. Sandeep Bakhshi	Mr. Sandeep Batra	Mr. Rakesh Jha	Mr. Ajay Kumar Gupta
1.	Retirals/Superannuation benefits
	a.	Provident Fund	12% of Basic
	b.	Gratuity	8.33% of Basic
	c.	Superannuation	15% of Basic
2.	Perquisites
	a.	Free Furnished House and its maintenance/ House Rent Allowance¹	Not availed
	b.	Conveyance Allowance/Free use of Bank's car for² a) Official purposes b) Private purposes	2,000,000
	c.	Club Membership³	2,200,000
	d.	Group Life Insurance Premium⁴	81,420
	e.	Personal Accident Insurance Premium⁴	24,780
	f.	Medical Insurance Premium	11,966
	g.	Staff home loan (maximum perquisite value)⁵	3,800,000
	h.	Soft furnishing	500,000
	i.	Other benefits⁶	1,000,000

Whole-time Directors are eligible for staff quarters/company leased accommodation against payment of rent.

Whole-time Directors are eligible for a corporate car with a maximum value of ₹ 10,000,000. The perquisite value considered is the annualised cost of car considering the write-off period of five years, i.e. ₹ 2,000,000 (₹ 10,000,000 divided by 5). The actual expense incurred for fuel, running & maintenance expenses of the cars including drivers (official/ personal) is charged as perquisite.

Whole-time Directors can avail membership of two clubs. The actual expense incurred on annual membership fees of hotels is charged as perquisite.

The insurance coverage limit for Group Life insurance and Group personal accident insurance for Whole-time Directors is ₹ 75,000,000 and ₹ 150,000,000 respectively.

Whole-time Directors are eligible for staff home loan of ₹ 80,000,000 at interest rate of 3.5%. The loan benefit is calculated as the difference between the SBI interest rate for perquisite calculation and staff loan interest rate.

Whole-time Directors are eligible for ₹ 500,000 per annum towards children education scholarship and an amount of ₹ 500,000 per annum towards reimbursement for children with special needs based on criteria as defined by the Bank for employees, however it is not availed.

The required details in terms of Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard on General Meetings are provided in Annexure I to this Notice.

The Board recommends the Resolutions at Item Nos. 7 to 10 of the accompanying Notice for approval of the Members of the Bank.

None of the Directors, Key Managerial Personnel of the Bank and their relatives other than Mr. Bakhshi, Mr. Batra, Mr. Jha and Mr. Gupta and their relatives are concerned or interested, financially or otherwise, in the passing of these resolutions.

Item No. 11

The current term of appointment of Mr. Sandeep Bakhshi, as approved by the Members at the 29th AGM held on August 30, 2023 and RBI, would conclude on October 3, 2026.

Based on the recommendation of the Board Governance, Remuneration & Nomination Committee ("BGRNC"), the Board has, at its meeting held on January 17, 2026, approved the re appointment of Mr. Sandeep Bakhshi (DIN: 00109206) as Managing Director & Chief Executive Officer (MD & CEO) of the Bank, for a further period of two years with effect from October 4, 2026 to October 3,

26 | Annual Report 2025-26

NOTICE

2028, subject to the approval of RBI and Members. RBI has, vide its letter dated May 22, 2026 approved the re-appointment of Mr. Bakhshi for a period of two years from October 4, 2026.

Mr. Bakhshi has given his consent to act as the Director of the Bank and meets the fit and proper criteria as prescribed by RBI and is not disqualified from being appointed as a Director in terms of Section 164 of the Act.

In terms of Section 160 of the Act, the Bank has received a notice in writing from a Member signifying the intention to propose the candidature of Mr. Bakhshi for the office of Director on conclusion of his term on October 3, 2026.

The Bank has a Compensation Policy in line with the guidelines issued by RBI. The total compensation payable is a prudent mix of fixed pay and variable pay. The

fixed pay includes basic pay, allowances, perquisites, contribution towards superannuation/retirals and any other form of benefits including reimbursable perquisites with monetary ceilings. The variable pay includes share linked instruments (including stock options) or cash or a mix of cash and share linked instruments (including stock options). The variable pay is determined by the Board at the recommendation of the BGRNC after evaluating performance vis-à-vis defined Key Performance Indicators which comprises various aspects including financial performance, risk management, compliance and stakeholder relationships. The fixed and variable pay of the Whole-time Director is subject to the approval of RBI. The Bank has put in place the provisions with respect to Malus and/ or Clawback on part or all of the variable pay including unvested/vested/paid deferred variable pay.

The break-up of the retiral benefits and perquisites are enumerated as under:

Particulars			Amount per annum (in ₹)
1.	Retirals/Superannuation benefits
	a.	Provident Fund	12% of Basic
	b.	Gratuity	8.33% of Basic
	c.	Superannuation	15% of Basic
2.	Perquisites
	a.	Free Furnished House and its maintenance/House Rent Allowance¹	Not availed
	b.	Conveyance Allowance/Free use of Bank's car for² a) Official purposes b) Private purposes	2,000,000
	c.	Club Membership³	2,200,000
	d.	Group Life Insurance Premium⁴	81,420
	e.	Personal Accident Insurance Premium⁴	24,780
	f.	Medical Insurance Premium	11,966
	g.	Staff home loan (maximum perquisite value)⁵	3,800,000
	h.	Soft furnishing	500,000
	i.	Other benefits⁶	1,000,000

Mr. Bakhshi is eligible for staff quarters/company leased accommodation against payments of rent.

Mr. Bakhshi is eligible for a corporate car with a maximum value of ₹ 10,000,000. The perquisite value considered is the annualised cost of car considering the write-off period of five years, i.e. ₹ 2,000,000 (₹ 10,000,000 divided by 5). The actual expense incurred for fuel, running & maintenance expenses of the cars including drivers (official/ personal) is charged as perquisite.

Mr. Bakhshi can avail membership of two clubs. The actual expense incurred on annual membership fees of hotels is charged as perquisite.

The insurance coverage limit for Group Life insurance and Group personal accident insurance for Mr. Bakhshi is ₹ 75,000,000 and ₹ 150,000,000 respectively.

Mr. Bakhshi is eligible for staff home loan of ₹ 80,000,000 at interest rate of 3.5%. The loan benefit is calculated as the difference between the SBI interest rate for perquisite calculation and staff loan interest rate.

Mr. Bakhshi is eligible for ₹ 500,000 per annum towards children education scholarship and an amount of ₹ 500,000 per annum towards reimbursement for children with special needs based on criteria as defined by the Bank for employees, however it is not availed.

27 | Annual Report 2025-26

NOTICE

The required details in terms of Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard on General Meetings are provided in Annexure I to this Notice.

The Board recommends the Resolution at Item No. 11 of the accompanying Notice for approval of the Members of the Bank.

None of the Directors, Key Managerial Personnel of the Bank and their relatives other than Mr. Bakhshi and his relatives are concerned or interested, financially or otherwise, in the passing of the Resolution at Item No. 11 of the accompanying Notice.

The copy of approval granted by RBI and the terms and conditions relating to the re appointment of Mr. Bakhshi will be made available for inspection in electronic mode.

Item No. 12

The current term of appointment of Mr. Ajay Kumar Gupta as approved by the Members through postal ballot on May 14, 2024 would conclude on November 26, 2026.

Based on the recommendation of the Board Governance, Remuneration & Nomination Committee ("BGRNC"), the Board has, at its meeting held on January 17, 2026, approved the re appointment of Mr. Ajay Kumar Gupta (DIN: 07580795) as Executive Director of the Bank, for a further period of two years from November 27, 2026 until November 26, 2028, subject to the approval of RBI and Members.

Mr. Gupta has given his consent to act as the Director of the Bank and meets the fit and proper criteria as prescribed by RBI and is not disqualified from being appointed as a Director in terms of Section 164 of the Act.

In terms of Section 160 of the Act, the Bank has received a notice in writing from a Member signifying the intention to propose the candidature of Mr. Gupta for the office of Director on conclusion of his term on November 26, 2026.

The Bank has a Compensation Policy in line with the guidelines issued by RBI. The total compensation payable is a prudent mix of fixed pay and variable pay. The fixed pay includes basic pay, allowances, perquisites, contribution towards superannuation/retirals and any other form of benefits including reimbursable perquisites with monetary ceilings. The variable pay includes share linked instruments (including stock options) or cash or a mix of cash and share linked instruments (including stock options). The variable pay is determined by the Board at the recommendation of the BGRNC after evaluating performance vis-à-vis defined Key Performance Indicators which comprises various aspects including financial performance, risk management, compliance and stakeholder relationships. The fixed and variable pay of the Whole-time Director is subject to the approval of RBI. The Bank has put in place the provisions with respect to Malus and/ or Clawback on part or all of the variable pay including unvested/vested/paid deferred variable pay.

The break-up of the retiral benefits and perquisites are enumerated as under:

Particulars			Amount per annum (in ₹)
1.	Retirals/Superannuation benefits
	a.	Provident Fund	12% of Basic
	b.	Gratuity	8.33% of Basic
	c.	Superannuation	15% of Basic
2.	Perquisites
	a.	Free Furnished House and its maintenance/House Rent Allowance¹	Not availed
	b.	Conveyance Allowance/Free use of Bank's car for² a) Official purposes b) Private purposes	2,000,000
	c.	Club Membership³	2,200,000
	d.	Group Life Insurance Premium⁴	81,420
	e.	Personal Accident Insurance Premium⁴	24,780
	f.	Medical Insurance Premium	11,966

28 | Annual Report 2025-26

NOTICE

Particulars			Amount per annum (in ₹)
	g.	Staff home loan (maximum perquisite value)⁵	38,00,000
	h.	Soft furnishing	500,000
	i.	Other benefits⁶	1,000,000

Mr. Gupta is eligible for staff quarters/company leased accommodation against payments of rent.

Mr. Gupta is eligible for a corporate car with a maximum value of ₹ 10,000,000. The perquisite value considered is the annualised cost of car considering the write-off period of five years, i.e. ₹ 2,000,000 (₹ 10,000,000 divided by 5). The actual expense incurred for fuel, running & maintenance expenses of the cars including drivers (official/ personal is charged as perquisite.

Mr. Gupta can avail membership of two clubs. The actual expense incurred on annual membership fees of hotels is charged as perquisite.

The insurance coverage limit for Group Life insurance and Group personal accident insurance for Mr. Gupta is ₹ 75,000,000 and ₹ 150,000,000 respectively.

Mr. Gupta is eligible for staff home loan of ₹ 80,000,000 at interest rate of 3.5%. The loan benefit is calculated as the difference between the SBI interest rate for perquisite calculation and staff loan interest rate.

Mr. Gupta is eligible for ₹ 500,000 per annum towards children education scholarship and an amount of ₹ 500,000 per annum towards reimbursement for children with special needs based on criteria as defined by the Bank for employees, however it is not availed.

The required details in terms of Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard on General Meetings are provided in Annexure I to this Notice.

The Board recommends the Resolution at Item No. 12 of the accompanying Notice for approval of the Members of the Bank.

None of the Directors, Key Managerial Personnel of the Bank and their relatives other than Mr. Gupta and his relatives are concerned or interested, financially or otherwise, in the passing of the Resolution at Item No. 12 of the accompanying Notice.

The copy of approval granted by RBI and the terms and conditions relating to the re appointment of Mr. Gupta will be made available for inspection in electronic mode.

Item Nos. 13 to 18

As per the provisions of Section 188 of the Companies Act, 2013, transactions with related parties which are on an arm’s length basis and in the ordinary course of business, are exempted from the obligation of obtaining prior approval of shareholders. Regulation 23(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) provides that such transactions, if material, require prior approval of shareholders by way of an ordinary resolution, notwithstanding the fact that the same are on an arm’s length basis and in the ordinary course of business.

As per the prevailing Regulation 2(1)(zc)(i) read with the proviso to Regulation 23(1) of the SEBI Listing Regulations, transactions involving transfer of resources, services or obligations between a listed entity or any of its subsidiaries on one hand and a related party of the listed entity or any of its subsidiaries on the other hand will be considered as "related party transactions", and as "material related party transactions", if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year exceeds the prescribed threshold.

The applicable threshold for the Company in terms of Regulation 23(1) read with Schedule XII of the SEBI Listing Regulations amounts to ₹ 50.00 billion, for an individual transaction or all taken together with previous transactions with such related party during a financial year.

Further, Section III-B of the SEBI Master Circular for compliance with the provisions of the SEBI Listing Regulations by listed entities dated July 11, 2023 (last updated on January 30, 2026) (“SEBI Master Circular on LODR”) read with Regulation 23 of SEBI Listing Regulations and Industry Standards on “Minimum information to be provided to the Audit Committee and Shareholders for approval of Related Party Transactions” (“RPT Industry Standards”), effective from September 1, 2025, mandates listed entities to place information before the Audit Committee and shareholders, wherever required, for consideration of related party transactions (RPTs). Accordingly, the details as required under RPT Industry

29 | Annual Report 2025-26

NOTICE

Standards was placed before the Audit Committee and Board for their consideration.

The Bank will enter into contracts and/or transactions and/or arrangements, as stated in the resolution No. 13 to 15 during FY2028, on an arm’s length basis and in the ordinary course of business, with the related parties mentioned therein in excess of materiality threshold.

Further, ICICI Securities Primary Dealership Limited will enter into contracts and/or transactions and/or arrangements, as stated in the resolution No. 16 to 18 during FY2028, on an arm’s length basis and in the ordinary course of business with the related parties mentioned therein in excess of materiality thresholds of the Bank and the Bank is not a party to the transaction.

The details as required under RPT Industry Standards were placed before the Audit Committee and Board for their consideration. The Audit Committee has approved these proposed transactions and the Board has recommended these proposed transactions for shareholders’ approval.

While Part B and Part C of RPT Industry Standard format prescribes multiple tables, only applicable information

for specific type of transactions have been provided in the explanatory statement. The Audit Committee has reviewed the certificate provided by the Executive Director and the Chief Financial Officer confirming that the transactions are in the interest of the Bank.

None of the Directors, Key Managerial Personnel and their relatives, other than to the extent of their shareholding/ directorships, if any, in the Bank and in the Related Party mentioned above, are concerned/interested in the above resolutions.

The Board, therefore, recommends the passing of the Ordinary Resolution at Item Nos. 13 to 18 of the accompanying Notice for approval of the Members. Any subsequent ‘material modification’ in the proposed transactions, as defined in the 'Related Party Transactions Policy' of the Bank will be placed before the Members for prior approval. The Members may please note that in terms of provisions of the SEBI Listing Regulations, no related party(ies) shall vote to approve the Ordinary Resolution at Item Nos. 13 to 18 of the accompanying Notice.

Item No. 13: Material related party transaction of ICICI Bank Limited with ICICI Prudential Life Insurance Company Limited

Sr.

No.

Particulars of the information

Information provided by the management

Part A: Minimum information of the proposed RPT

A(1).

Basic details of the related party

1.	Name	ICICI Prudential Life Insurance Company Limited
2.	Country of incorporation	India
3.	Nature of business	Life insurance

A(2).

Relationship and ownership of the related party

1.	Relationship between the listed entity and the related party	Subsidiary
	• Nature of concern	Operational/financial
	• Shareholding of the listed entity in the related party	50.89% at March 31, 2026
	• Capital contribution by the listed entity, if related party is a firm/ sole proprietorship/ body corporate without share capital	NA
	• Shareholding of the related party, whether direct or indirect, in the listed entity	Nil

30 | Annual Report 2025-26

NOTICE

Sr.

No.

Particulars of the information

Information provided by the management

A(3).

Details of previous transactions with the related party

Total amount of all the transactions undertaken by the listed entity/subsidiary with the related party during the last financial year

A. Transactions between the Bank and the related party

₹ million

2.	Total amount of all the transactions undertaken by the listed entity/subsidiary with the related party in the current financial year up to the quarter immediately preceding the quarter in which the approval is sought	Particulars	FY2026
		Purchase of securities	4,413.8
		Sale of securities	14,582.4
		Income from services rendered	3,033.2
		Forex and derivatives transactions	1,332.0
		Insurance premium paid	773.0
		Insurance claims received	602.2
		Income from shared services	42.6
		Expenses for shared services	37.8
		Dividend received	627.0
		Profit/(loss) on exchange transactions (net)	(0.2)
		Interest paid	0.0
		Fixed deposits placed	0.0
		Grand Total	25,443.8
		Funded credit facilities (Limit)	20,025.0
		Derivatives limit	2,000.0
		B. Transactions between below mentioned subsidiaries and the related party ICICI Securities Primary Dealership Limited
			₹ million
		Particulars	FY2026
		Income from services rendered	4.1
		Purchase of securities	8,816.2
		Sale of securities	13,694.1
		Interest earned	0.5
		Insurance premium paid	1.1
		Investments in the securities of related parties	505.1
		Grand Total	23,021.1

31 | Annual Report 2025-26

NOTICE

Sr.

No.

Particulars of the information

Information provided by the management

		ICICI Lombard General Insurance Company Limited ₹ million
		Particulars	FY2026
		Insurance premium earned	335.4
		Purchase of securities	1,515.7
		Expenses for shared services	37.3
		Sale of securities	2,003.8
		Dividend paid	0.1
		Insurance premium paid	98.4
		Insurance claims received	43.7
		Grand Total	4,034.5

		ICICI Pension Funds Management Limited ₹ million
		Particulars	FY2026
		Expenses for shared services	49.8
		Insurance premium paid	1.1
		Infusion in share capital	300.0
		Grand Total	350.9

		ICICI Securities Limited ₹ million
		Particulars	FY2026
		Income from services rendered	174.4
		Income from shared services	0.3
		Expenses for shared services	2.4
		Grand Total	177.0

		ICICI Home Finance Company Limited ₹ million
		Particulars	FY2026
		Income from services rendered	66.6
		Income from shared services	1.0
		Insurance premium paid	21.5
		Grand Total	89.1

		ICICI Prudential Asset Management Company Limited ₹ million
		Particulars	FY2026
		Insurance premium paid	47.7

32 | Annual Report 2025-26

NOTICE

Sr.

No.

Particulars of the information

Information provided by the management

		ICICI Venture Funds Management Company Limited ₹ million
		Particulars	FY2026
		Expenses for shared services	0.2
		Insurance premium earned	0.8
		Grand Total	1.0

		ICICI Investment Management Company Limited ₹ million
		Particulars	FY2026
		Insurance premium paid	1.0

		ICICI Prudential Trust Limited ₹ million
		Particulars	FY2026
		Insurance premium paid	0.0
		0.0 represents insignificant amount.

		Also refer Item No. 16
3.	Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangement entered into with the listed entity during the last financial year	Nil

A(4).

Amount of the proposed transaction(s)

1.	Amount of the proposed transactions being placed for approval in the current meeting	₹ 397,900.0 million, excluding the insurance claims received at actuals
2.	Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financial year would render the proposed transaction a material RPT?	Yes
3.	Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for FY2026	12.75%
4.	Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for FY2026	N.A.
5.	Value of the proposed transactions as a percentage of the related party’s annual standalone turnover (since consolidated turnover is not applicable) for FY2026	74.58%
6.	Financial performance of the related party for FY2026	ICICI Prudential Life Insurance Company Limited on a standalone basis for FY2026

		Particulars	₹ million
		Turnover	533,555.0
		Profit after tax	16,003.6
		Net worth	135,017.9

33 | Annual Report 2025-26

NOTICE

A(5).

Basic details of the proposed transaction

Sr. No.	Particulars of the information	Information to be submitted by management
Sr. No.	Particulars of the information	Transaction 1	Transaction 2	Transaction 3	Transaction 4
1	Specific type of the proposed transaction	• Dealing in securities (issued by related parties/non related parties) • Investment in securities and interest earned thereon	Funded and non-funded credit facilities and income earned thereon	Income from services rendered	• Insurance services (premium paid and claims received) • Foreign exchange and derivative transactions including gain/loss thereon • Repo/reverse repo transactions • Income from shared services • Expenses for shared services • Any other transactions
2.	Details of each type of the transaction	• Purchase/sale of securities from/ to related parties (securities issued by related or unrelated parties) • Subscription of securities issued by the related party	Funded and non-funded credit facilities are provided by the Bank as a part of its normal banking business to all customers on the basis of uniform procedures, including to the related party mentioned above.	Income from services rendered primarily includes commission earned on corporate agency, license fees and income for rendering other banking services	• Insurance premium paid • Insurance claims received • The Bank, being an authorised dealer, deals in foreign exchange and derivatives • Repo/reverse repo transactions and other permitted short-term lending transactions • Income from shared services: The Bank recovers for certain infrastructure and other shared arrangements in line with the 'cost sharing policy' approved by the Board. In addition to above, if the Bank incurs any expenses on behalf of related parties the same is recovered from related parties.
					• Expenses for shared services: The Bank incurs expenses for certain infrastructure and other shared arrangements. In addition to this, the Bank also reimburses payments to related parties which have been incurred on behalf of the Bank.
					• Any other transactions

3.	Tenure (months)	Approval is being sought for transactions undertaken during the period from April 1, 2027 to March 31, 2028. In each case, tenure is as per the terms agreed with the related party.
4.	Whether omnibus approval is sought	Yes

34 | Annual Report 2025-26

NOTICE

Sr. No.	Particulars of the information	Information to be submitted by management
Sr. No.	Particulars of the information	Transaction 1	Transaction 2	Transaction 3	Transaction 4
5.	Proposed transaction value in FY2028 (₹ in million)	300,000.0	25,000.0 (including renewal of existing limits)	7,250.0	65,650.0 excluding the insurance claims received at actuals
6.	Justification as to why the RPTs proposed to be entered into are in the interest of the Bank	The Bank may invest/purchase/ sale securities (issued by related/ unrelated parties) for its balance sheet management, maintenance of required regulatory ratio, and to optimise profits from trading portfolio by taking advantage of market opportunities, etc., and the purchase/ sale can be made to various interested parties, which may include related parties of the Bank too. It is in furtherance of the banking business of the Bank and therefore, in the interest of the Bank.	The transactions are in furtherance of banking business of the Bank and are undertaken in accordance with laid down norms, policies and procedures (including credit appraisal, sanction and approval process).	The Bank, in furtherance of its banking business, acts as a corporate agent to various insurance companies, including related parties. For sourcing such business, the Bank earns commission from the insurance company, including related parties. The Bank’s group companies are using the Bank’s brand name/logo for their business operations and official communications. The Bank earns licence fees from all subsidiary companies for using "ICICI" brand name. The Bank also provides various banking services such as CMS, IMPS, NEFT, cards, transaction fees, etc. from the current accounts maintained with the Bank to depositors, including related parties. The Bank earns income in the form of charges for such services.	• Insurance premium: ICICI Life (“Insurer”) provides various life insurance products to cover mortality risk, morbidity risk and long-term retirement benefits for the Bank’s employees for which Bank incurs premium expense. • Insurance claims: The insurer settles claims as per the terms and conditions of the insurance policies based on the receipt of claims. Claims are settled on similar basis for all policies issued to related and unrelated entities. • Foreign exchange and derivative transactions: Foreign exchange and derivative transactions are done in furtherance of the banking business of the Bank with its customers, including its related parties and such transactions are in the interest of the Bank. These transact ions are undertaken pursuant to specific approvals/registrations/licenses held by the Bank and are in accordance with the applicable laws. • Repo/reverse repo: These transactions are done at prevailing market rates in the ordinary course of banking business with various counter parties (related/unrelated) in accordance with applicable RBI regulations. The Bank undertakes these transactions as part of its liquidity management in the furtherance of normal banking business.

35 | Annual Report 2025-26

NOTICE

Sr. No.	Particulars of the information	Information to be submitted by management
Sr. No.	Particulars of the information	Transaction 1	Transaction 2	Transaction 3	Transaction 4
					• Income from shared services: These activities are in furtherance of the business of the Bank and therefore in the interest of the Bank. • Expense for shared services: Certain expenses are incurred by the Bank for sharing infrastructure arrangements, reimbursement of expenses at actuals and hence, such transactions are in the interest of the Bank. • Any other transactions: Other income/expenses in the form of fees or other compensation, for various products, services, purchase/ sale/leasing of fixed/other assets and other arrangements/ transactions among the related parties.
7.	Details of the promoter(s)/ director(s) / key managerial personnel interested in the transaction

Name of the director / KMP

Mr. R. K. Nair - Nil shares - Director in ICICI Life

Mr. Sandeep Batra – 26,600 shares in ICICI Life

Ms. Vibha Paul Rishi – Nil shares - Director in ICICI Life

The interest or concern of director/KMP/relatives, is limited only to the extent of their holding directorship/shareholding in ICICI Life

Shareholding of the director/ KMP, in the related party

A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee

Not applicable for the said transaction

Other information relevant for decision making

Transactions will be done at prevailing market rates/fair values and on an arm’s length basis.

36 | Annual Report 2025-26

NOTICE

Part B and Part C- Applicable information as per RPT Industry Standards for specific types of transactions proposed to be undertaken:

Transaction 1:

Sr. No.

Particulars of the information

Information provided by the management

B(1).

Transactions involving dealing in securities (issued by related party/non related party)

1.	Bidding or other process, if any, applied for choosing a party for sale, purchase or supply of goods or services.	These transactions are executed in secondary market. Counterparties may or may not be known before conclusion of a transaction.
2.	Basis of determination of price	Market price/yield curve at the time of transaction or comparable quotes from non-related parties Asset Liability Management Committee of the Bank has approved ‘Rate scan methodology’ for ensuring arm’s length of such transactions. Rate scan check is based on a predefined variance between the transaction rate and the comparable market rate. The methodology for establishing tolerance band applies uniformly to all companies irrespective of they being related parties or otherwise.
3.	In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice), if any, proposed to be extended to the related party in relation to the transaction, specify the following	Not applicable - the Bank do not make any trade advances for these kinds of transactions
	a. Amount of Trade advance
	b. Tenure
	c. Whether same is self-liquidating?

B(3).

Transactions relating to investment made by the listed entity

1.	Source of funds in connection with the proposed transaction	Not applicable to listed Banks
2.	Where any financial indebtedness is incurred to make investment, specify the following:	Not applicable to listed Banks
	a. Nature of indebtedness
	b. Total cost of borrowing
	c. Tenure
	d. Other details
3.	Purpose for which funds shall be utilised by the investee company	The investments are primarily utilised for the growth, expansion, working capital requirement and for strengthening of solvency ratio of the related party

37 | Annual Report 2025-26

NOTICE

Sr. No.

Particulars of the information

Information provided by the management

Material covenants of the proposed transaction

Tenure, repayment schedule, secured/unsecured and nature of security, etc. will be as per the terms of the issuance of securities as decided by the issuer of securities. Interest rate on securities will be as per prevailing market rate at the time of issuance.

Purchase/sale of securities: All securities are purchased/sold by the Bank in accordance with the Investment Policy of the Bank and applicable RBI regulations.

The securities issued by the related party are subscribed at the prevailing market rate and on the same terms at which securities are offered to all prospective investors.

C(2).

Transactions relating to investment made by the listed entity

1.	Latest credit rating of the related party (standalone)	ICRA AAA (Stable)/CRISIL AAA (Stable)
2.	Whether any regulatory approval is required If yes, whether the same has been obtained	Regulatory approval required if any, shall be obtained at the time of investment

Transaction 2:

Sr. No.

Particulars of the information

Information provided by the management

B(2).

Transaction related to loans and advances (funded credit facilities)

1.	Source of funds in connection with the proposed transaction	Not applicable to listed Banks
2.	Where any financial indebtedness is incurred to give loan, inter-corporate deposit or advance, specify the following:	Not applicable to listed Banks
	a. Nature of indebtedness
	b. Total cost of borrowing
	c. Tenure
	d. Other details
3.	Rate of interest at which the listed entity or its subsidiary is borrowing from its bankers or other lenders	Not applicable to listed Banks
4.	Proposed interest rate to be charged by listed entity or its subsidiary from the related party.	Prevailing market rates linked to internal/external benchmark based on the facility, security and tenor requested
5.	Maturity / due date	In each case tenure depends on type of instrument and the requirement of the customer

38 | Annual Report 2025-26

NOTICE

Sr. No.	Particulars of the information	Information provided by the management
6.	Repayment schedule & terms	As per the terms of the agreement
7.	Whether secured or unsecured?	Unsecured
8.	If secured, the nature of security & security coverage ratio	Not applicable
9.	The purpose for which the funds will be utilised by the ultimate beneficiary of such funds pursuant to the transaction.	The credit facilities are utilised for the growth, expansion and working capital requirement of the related party. The Bank ensures that the funds are used for the purpose specified at the time of availing credit

C(1)-

Transaction related to funded credit facilities

1.	Latest credit rating of the related party (standalone)	ICRA AAA (Stable)/CRISIL AAA (Stable)
2.	Default on borrowings, if any, over the last three financial years, by the related party from the listed entity or any other person and value of subsisting default.	Nil
	FY2026
	FY2025
	FY2024
	Whether the account of the related party has been classified as a non-performing asset (NPA) by any of its bankers and whether such status is currently subsisting	No
	Whether the related party has been declared a “wilful defaulter” by any of its bankers and whether such status is currently subsisting	No
	Whether the related party is undergoing or facing any application for commencement of an insolvency resolution process or liquidation	No
	Whether the related party, not being an MSME, suffers from any of the disqualifications specified under Section 29A of the Insolvency and Bankruptcy Code, 2016	No

39 | Annual Report 2025-26

NOTICE

Transaction 3:

Sr. No.

Particulars of the information

Information provided by the management

B(1).

Transactions related to income from services rendered

1.	Bidding or other process, if any, applied for choosing a party for sale, purchase or supply of goods or services.	Not applicable
2.	Basis of determination of price	Income from services rendered primarily includes commission earned on corporate agency service, license fees and income for rendering other banking services. The Bank offers product and services to related parties at same or comparable price as offered to non-related parties. In case where the Bank does not offer same product or services to non-related parties, pricing is benchmarked with comparable third party transaction of the related party. In case of license fees, basis the benchmark study done by external party in the year of origination. Corporate agency commission- as per commission policy and structure approved by the Board of ICICI Life in accordance with IRDAI (Expenses of Management, including Commission, of Insurers) Regulations, 2024 as amended from time to time. License fees- Calculated as percentage of annual profit after tax or revenue of the related party subject to prescribed limit of regulator, if any. Other fee income from banking services - As per card rates or negotiated rates comparable with non- related parties.
3.	In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice), if any, proposed to be extended to the related party in relation to the transaction, specify the following	Not applicable
	a. Amount of Trade advance
	b. Tenure
	c. Whether same is self-liquidating?

40 | Annual Report 2025-26

NOTICE

Transaction 4:

Sr. No.

Particulars of the information

Information provided by the management

B(1).

Transactions related to insurance premium paid, Insurance claims received, foreign exchange and derivatives transaction, income/expenses from shared services and other income/expenses transactions

1.	Bidding or other process, if any, applied for choosing a party for sale, purchase or supply of goods or services.	Not applicable
2.	Basis of determination of price	• Premium paid: Varies based on product features such as coverage, exclusions etc. and claim history. The comparative quotes from non-related parties are benchmarked. In case where comparative quotes are not available, pricing is benchmarked with comparable third party transaction of the related party. • Claims received on settlement/surrender/change in insurance policy schemes: Maximum value upto sum assured as per terms of insurance policies. • Foreign exchange and derivatives transaction and repo/ reverse repo transaction: Based on market benchmarked rates prevailing in the market at the time of executing transaction. Asset Liability Management Committee of the Bank has approved ‘Rate scan methodology’ for ensuring arm’s length of such transactions. Rate scan check is based on a predefined variance between the transaction rate and the comparable market rate. The methodology for establishing tolerance band applies uniformly to all companies irrespective of they being related parties or otherwise. • Income from shared services: Recovery of shared arrangement is on the basis of Board approved cost sharing policy. • Expenses for shared services: Product and services are accepted at same or comparable price as offered by non related party or based on external valuation report, if required. Reimbursement of expenses incurred on behalf of the Bank is at actuals. • Any other transactions: Other income/expenses for product and services are offered at same or comparable price as offered to non related party and other transactions at market benchmarked rates.
3.	In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice), if any, proposed to be extended to the related party in relation to the transaction, specify the following	Not applicable
	a. Amount of Trade advance
	b. Tenure
	c. Whether same is self-liquidating?

41 | Annual Report 2025-26

NOTICE

Item No. 14: Material related party transaction of ICICI Bank Limited with ICICI Lombard General Insurance Company Limited

Sr. No.

Particulars of the information

Information provided by the management

Part A: Minimum information of the proposed RPT

A(1).

Basic details of the related party

1.	Name	ICICI Lombard General Insurance Company Limited
2.	Country of incorporation	India
3.	Nature of business	General insurance

A(2).

Relationship and ownership of the related party

1.	Relationship between the listed entity and the related party	Subsidiary
	• Nature of concern	Operational/financial
	• Shareholding of the listed entity in the related party	51.26% at March 31, 2026
	• Capital contribution by the listed entity, if related party is a firm/ sole proprietorship/ body corporate without share capital	NA
	• Shareholding of the related party, whether direct or indirect, in the listed entity	Nil

A(3).

Details of previous transactions with the related party

1.	Total amount of all the transactions undertaken by the listed entity/subsidiary with the related party during the last financial year	A. Transactions between the Bank and the related party ₹ million
2.	Total amount of all the transactions undertaken by the listed entity/subsidiary with the related party in the current financial year up to the quarter immediately preceding the quarter in which the approval is sought	Particulars	FY2026
		Purchase of securities	3,082.6
		Sale of securities	3,410.4
		Income from services rendered	1,560.4
		Forex and derivatives transactions	11,808.4
		Insurance premium paid	3,093.6
		Insurance claims received	29.0
		Income from shared services	69.7
		Expenses for shared services	1.5
		Dividend received	3,449.9
		Profit/(loss) on exchange transactions (net)	78.8
		Interest paid	3.8
		Interest earned	0.1
		Fixed deposits placed	57.4
		Grand Total	26,645.8
		Funded credit facilities (Limit)	1,525.5

42 | Annual Report 2025-26

NOTICE

Sr.

No.

Particulars of the information

Information provided by the management

B. Transactions between below mentioned subsidiaries and the related party

ICICI Securities Primary Dealership Limited

₹ million

		Particulars	FY2026
		Purchase of securities	2,667.8
		Sale of securities	16,163.0
		Insurance premium paid	11.3
		Grand Total	18,842.1

		ICICI Prudential Life Insurance Company Limited
			₹ million
		Particulars	FY2026
		Insurance premium earned	98.2
		Purchase of securities	2,524.1
		Income form shared services	37.3
		Sale of securities	995.5
		Dividend received	0.1
		Insurance premium paid	409.7
		Insurance claims paid	43.6
		Grand Total	4,108.5

		ICICI Pension Funds Management Limited
			₹ million
		Particulars	FY2026
		Insurance premium paid	2.7

		ICICI Securities Limited
			₹ million
		Particulars	FY2026
		Income from services rendered	31.3
		Insurance premium paid	137.1
		Grand Total	168.3

		ICICI Home Finance Company Limited
			₹ million
		Particulars	FY2026
		Income from services rendered	18.6
		Insurance premium paid	194.4
		Grand Total	213.0

43 | Annual Report 2025-26

NOTICE

Sr.

No.

Particulars of the information

Information provided by the management

ICICI Prudential Asset Management Company Limited

₹ million

		Particulars	FY2026
		Insurance premium paid	193.1
		Insurance claims received	0.1
		Grand Total	193.2

		ICICI Venture Funds Management Company Limited
			₹ million
		Particulars	FY2026
		Insurance premium paid	14.2
		Insurance claims received	1.4
		Grand Total	15.7

		ICICI Investment Management Company Limited
			₹ million
		Particulars	FY2026
		Insurance premium paid	2.2

		ICICI Prudential Trust Limited
			₹ million
		Particulars	FY2026