ICICI Securities Ltd

The table below summarises the key financials of your Company for FY2024:

Note: Figures in parenthesis are negative

APPROPRIATIONS

Your Company has W 41,520.7 Million available for appropriation, comprising total comprehensive income of W 16,933.9 Million for FY2024 and balance of W 24,586.8 Million brought forward from the previous financial year.

An appropriation of W 6,866.0 Million towards dividend has been approved by the Board and paid resulting in profit of W 34,654.7 Million being the surplus carried forward. Your Company does not propose any transfer to reserves.

*W (121.1) Million as at March 31, 2024 [W (112.8) Million as at March 31, 2023] out of the total amount available for appropriation pertains to other comprehensive income which is not available for distribution as dividend.

>END

jard had approved payment of first interim dividend 2/- (240%) per equity share and payment of second i dividend of W 17/- per equity share (340%) for 4, aggregating to W 29/- per equity share (580%) for 4 vs W 19/- per equity share (380%) for FY2023. The payment of first and second interim dividend resulted in cumulative dividend pay-out ratio of 55.3% of the standalone profits. The payment of first and second interim dividend is in line with the Dividend Distribution Policy of the Company.

TRANSFER OF UNCLAIMED/UNPAID AMOUNTS TO THE INVESTOR EDUCATION AND PROTECTION FUND (‘IEPF')

In terms of the provisions of Section 124 of the Companies Act, 2013 (‘the Act') and the rules made thereunder, the provisions of IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘IEPF Rules') and other applicable provisions, all monies remaining unpaid or unclaimed for a period of seven years from the date of transfer to unpaid/ unclaimed dividend account are required to be transferred to IEPF.

Pursuant to the provisions of Rule 7 of IEPF Rules, Raju Nanwani, Company Secretary of the Company is the Nodal Officer for the purposes of verification of claims and co-ordination with IEPF Authority under IEPF Rules. Further, Rupesh Jadhav, Assistant Vice President, Secretarial is the Deputy Nodal Officer to assist the Nodal Officer in connection with the verification of claims and for co-ordination with IEPF Authority. The said details can be viewed at:

Information relating to unclaimed dividend and the due dates by which it can be claimed by the shareholders are as under:

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

At March 31, 2024, the Company has two subsidiaries (including step-down subsidiary) and has no associate and joint venture companies. The subsidiaries are:

a. ICICI Securities Holdings, Inc.; and

b. ICICI Securities, Inc. (subsidiary of ICICI Securities Holdings, Inc.).

During FY2024, no Company has become or ceased to be Subsidiary, Joint Venture or Associate Company of the Company.

A separate statement containing the salient features of the financial statements of the subsidiaries required to be disclosed under Form AOC-1 is enclosed as Annexure A to this Report.

RISK MANAGEMENT FRAMEWORK

Our Board oversees our risk management and has constituted a Risk Management Committee, which frames and reviews risk management policies and controls. A comprehensive system for risk management and internal controls for all our businesses has been established to manage the risks we are exposed to. The objective of our risk management framework is to ensure that various risks are identified, measured and mitigated and also that policies, procedures and standards are established to address these risks and to ensure a systematic response in the case of crystallisation of such risks.

The key risks associated with our business have been classified into implied market risk, market risk, operational risk, information technology risk, cyber security risk, liquidity risk, credit risk and reputation risk. The policies have been framed with respect to such risks which set forth limits, mitigation strategies and internal controls. These policies include Corporate Risk and Investment Policy, Liquidity Risk Management Policy, Operational Risk Management Policy, Outsourcing Policy, Fraud Risk Management Policy, Information Technology Risk Management Policy, Information Security Management Policy, Cyber-security & Cyber Resilience Policy, Business Continuity Policy and Surveillance Policy.

We are particularly sensitive to the risks emanating from the introduction of new products and services. All new products are approved by the Committees constituted by the Board. In case a product entails taking credit risk or market risk on the Company's books or entails offering margin-based products to clients, then, the risk management framework for such products is approved by our Risk Management Committee. In case of all other new product offerings, approval is sought from our Product Committee which is a Committee constituted by our Board. Before we launch a new product or service, it is also reviewed and approved by our Risk Management Group, Compliance and Operations Groups and the Process Approval Committee set up for this purpose. These Groups and Committees review the product/service through the lenses of regulatory compliance, risk management and integration with the existing risk management systems.

INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

The internal financial controls with reference to financial statements as designed and implemented by the Company are adequate. The internal financial controls procedure adopted by the Company is adequate for safeguarding its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. Further, the Statutory Auditors have verified the systems and processes and confirmed that the internal financial controls over financial reporting are adequate and such controls are operating effectively.

STATUTORY AUDITORS REPORT

There were no qualifications, reservations, adverse remarks or disclaimers in the report of Statutory Auditors of the Company.

One fraud was reported by the Statutory Auditors under Section 143 (12) of the Act.

INFORMATION PURSUANT TO RULE 13 OF THE COMPANIES (AUDIT AND AUDITORS) RULES, 2014

Requisite details pertaining to the fraud reported are provided below:

(a) Nature of fraud with description: On-boarding of a relative of an employee as an Authorized Person (‘AP') and diverting business in the said AP's code.

Description:

• The Company has a policy of providing referral commission to APs for the accounts sourced by them;

• During the quarter ended June 30, 2023, a fraud instance was detected by the Management, wherein, an employee of the Company had on-boarded one of his relatives as an AP;

• Management identified that the employee was incorrectly tagging corporate accounts to this particular AP even though the AP had not sourced these accounts, in order to earn the referral commission; and

• In return, the AP used to share her revenue with the employee as kickback.

(b) Approximate amount involved: Total amount of commission paid to the AP from January 2017 to March 2023 was around Rs. 28 lakh;

(c) Parties involved: Employee of the Company and a relative of the employee (AP); and

(d) Remedial actions taken: The Management has filed a police complaint and the concerned employee and the AP have been terminated.

ANNUAL RETURN

The annual return for FY2024 comprising of the information available upto the date of this report can be viewed at the following link:

The said annual return shall be further updated as soon as possible but no later than sixty days from the date of the AGM.

SHARE CAPITAL

During FY2024, the Company has allotted 4,85,359 equity shares of Rs. 5/- each pursuant to exercise of stock options under the ICICI Securities Limited - Employees Stock Option Scheme - 2017. As a result, the share capital increased from Rs. 1,614,338,630/- to Rs. 1,616,765,425/- during FY2024.

PUBLIC DEPOSITS

Your Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees and investments covered under Section 186 of the Act are given in Annexure B to this report.

RELATED PARTY TRANSACTIONS

The Company has put in place a policy for related party transactions (‘RPT policy') which has been approved by the Board of Directors. The RPT policy provides for identification of related party transactions, necessary approvals by the Audit Committee/Board of Directors/Shareholders, reporting and disclosure requirements in compliance with the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations').

The said RPT policy has been uploaded on the website of the Company and can be accessed at the following link:

All transactions executed by the Company during the financial year with related parties were on arm's length basis and in ordinary course of business. All such related party transactions were placed before the Audit Committee for approval, wherever applicable.

Pursuant to the provisions of Regulation 23 (4) of Listing Regulations, approval of the Members was obtained at the Annual General Meeting held on August 29, 2023 for:

• continuation of availing of credit facility(s) from ICICI Bank Limited, a related party as well as the Banker to the Company, which may exceed the limit specified under Regulation 23 (1) of Listing Regulations, viz., rupees one thousand crore or ten percent of the annual consolidated turnover of the Company as per the last audited financial statements of the Company, whichever is lower, but not exceeding credit facilities of Rs. 60.00 billion, provided that the said contract(s)/ arrangement(s)/transaction(s) so carried out shall be at arm's length basis and in the ordinary course of business of the Company; and

• approval of material related party transaction(s) with ICICI Bank Limited (‘the Bank') (Holding Company) for: o placing of deposits in fixed deposits accounts, recurring deposit accounts (in any form and by whatever name called) (‘Deposits') with ICICI Bank Limited, a related party as well as the Banker to the Company, subject to maximum outstanding balance not exceeding Rs. 40.00 billion (excluding accrued interest thereon) and subject to such transaction(s) being on arm's length and in the ordinary course of business; and o continuation for placement of current account deposits by the Company whether by way of fresh deposit(s) or any extension(s) or modification(s) of earlier contract(s)/arrangement(s)/transaction(s) or otherwise, from time to time, with ICICI Bank Limited, a related party as well as the Banker to the Company, on such term(s) and condition(s) as may be agreed, notwithstanding the fact that the maximum balance at any day, may exceed the limit specified under Regulation 23 (1) of Listing Regulations, provided that the said contract(s)/ arrangement(s)/transaction(s) so carried out shall be at arm's length basis and in the ordinary course of business of the Company.

The Board of Directors, at its meeting held on April 18, 2024, based on the recommendation of the Audit Committee and subject to the approval of the Members, have approved continuation of availing of credit facility(s) from ICICI Bank 8

Limited, a related party as well as the Banker to the Company, which may exceed the limit specified under Regulation 23 (1) of Listing Regulations, viz., rupees one thousand crore or ten percent of the annual consolidated turnover of the Company as per the last audited financial statements of the Company, whichever is lower, but not exceeding credit facilities of Rs. 60.00 billion, provided that the said contract(s)/ arrangement(s)/transaction(s) so carried out shall be at arm's length basis and in the ordinary course of business of the Company.

The Board of Directors, at its meeting held on April 18, 2024, based on the recommendation of the Audit Committee and subject to the approval of the Members, have also approved:

• placing of deposits in fixed deposits accounts, recurring deposit accounts (in any form and by whatever name called) (‘Deposits') with ICICI Bank Limited, a related party as well as the Banker to the Company, subject to maximum outstanding balance not exceeding Rs. 60.00 billion (excluding accrued interest thereon) and subject to such transaction(s) being on arm's length and in the ordinary course of business; and

• continuing placement of current account deposits by the Company whether by way of fresh deposit(s) or any extension(s) or modification(s) of earlier contract(s)/ arrangement(s)/transaction(s) or otherwise, from time to time, with ICICI Bank Limited, a related party as well as the Banker to the Company, on such term(s) and condition(s) as may be agreed, notwithstanding the fact that the maximum balance at any day, may exceed the limit specified under Regulation 23 (1) of Listing Regulations, provided that the said contract(s)/ arrangement(s)/transaction(s) so carried out shall be at arm's length basis and in the ordinary course of business of the Company.

The details of related party transactions under Section 188 (1) of the Act required to be disclosed under Form AOC-2 pursuant to Section 134 (3) of the Act are given in Annexure C enclosed to this report.

DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company as at March 31, 2024 consists of nine Directors, out of which five are Independent Directors, two are Non-Executive Non-Independent Directors and two are Whole-time Directors.

As at the end of FY2024, Vijay Chandok (DIN: 01545262), Managing Director & CEO, Ajay Saraf (DIN: 00074885), Executive Director, Harvinder Jaspal - Chief Financial Officer and Raju Nanwani - Company Secretary are the Key Managerial Personnel as per the provisions of the Act and the rules made thereunder.

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

The Board of Directors, at its meeting held on April 18, 2024, based on the notice received from a Member under Section 160 of the Act and the recommendation of the Nomination & Remuneration Committee, re-appointed Vijay Chandok (DIN: 01545262) as the Managing Director & CEO of the Company with effect from May 7, 2024 till the date of his retirement on February 28, 2026 and fixed his remuneration for FY2024-25, subject to the approval of the Members of the Company. The Members of the Company, vide Postal Ballot resolution passed on July 16, 2024, approved the re-appointment of Vijay Chandok (DIN: 01545262) as the Managing Director & CEO of the Company and payment of remuneration by way of Ordinary Resolution.

The Board of Directors, at its meeting held on April 18, 2024, based on the notice received from a Member under Section 160 of the Act and the recommendation of the Nomination & Remuneration Committee, appointed T.K. Srirang (DIN: 10594104) as an Additional Director on the Board of Directors of the Company with effect from May 1, 2024 subject to necessary regulatory approvals. Further, the Board of Directors, on June 12, 2024, based on the recommendation of the Nomination & Remuneration Committee, approved the appointment of T.K. Srirang (DIN: 10594104) as a Director of the Company with effect from the date of approval by the Members of the Company by Postal Ballot. The Members of the Company, vide Postal Ballot resolution passed on July 16, 2024, approved the said appointment of T.K. Srirang (DIN: 10594104) as a Director of the Company and such appointment is effective from July 16, 2024.

Additionally, the Board of Directors, at its meeting held on April 18, 2024, based on the recommendation of the Nomination & Remuneration Committee, approved the appointment of T.K. Srirang (DIN: 10594104) as the Joint Managing Director of the Company for a period of five years with effect from May 1, 2024 till April 30, 2029 and fixed his remuneration, subject to the approval of the Members of the Company and regulatory approvals. T.K. Srirang (DIN: 10594104), being the Joint Managing Director of the Company, was also designated as the Key Managerial Personnel of the Company with effect from May 1, 2024. The Members of the Company, vide Postal Ballot resolution passed on July 16, 2024, approved the appointment of T.K. Srirang (DIN: 10594104) as the Joint Managing Director of the Company for a period of five years with effect from May 1, 2024 till April 30, 2029 and payment of remuneration by way of Ordinary Resolution.

Declaration of Independence

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 of the Act and Regulation 16 of Listing Regulations which have been relied upon by the Company.

Based on the declarations received from the Independent Directors, the Board is of the opinion that the Independent Directors fulfil the criteria of independence as specified in Listing Regulations and the Act and are independent of the Management.

All Independent Directors have given declarations that they have complied with the Code for Independent Directors prescribed in Schedule IV of the Act and Code of Conduct and Business Ethics of the Company during FY2024.

Retirement by rotation

In terms of Section 152 of the Act and the Articles of Association of the Company, Ajay Saraf (DIN: 00074885), Director of the Company, would retire by rotation at the ensuing AGM and being eligible for re-appointment, has offered himself for re-appointment.

Brief details of the Director proposed to be re-appointed as required under Regulation 36 (3) of Listing Regulations are provided in the Notice of the ensuing AGM.

PARTICULARS OF SENIOR MANAGEMENT INCLUDING THE CHANGES THEREIN SINCE THE CLOSE OF THE PREVIOUS FINANCIAL YEAR

As at the end of FY2024, the following officials were designated as officials within the Senior Management category:

• Amit Gupta, Principal Officer & Fund Manager - Portfolio Management Services

• Anupam Guha, Head - Private Wealth Management

• Harvinder Jaspal, Chief Financial Officer

• Jaideep Goswami, Head - Equities

• Kedar Deshpande, Head - Retail Distribution, Product & Services Group

• Ketan Karkhanis, Head - Retail Products & Marketing

• Manoj Menon, Head - Institutional Research

• N. Ravi, Head - Customer Experience & Service

• Nidhi Kajaria, Head - Human Resources

• Nilotpal Gupta, Head - Data Science

• Pankaj Pandey, Head - Retail Research

• Piyush Garg, Head - Treasury and CIO

• Rachana Bhusari, Chief Compliance Officer &

Head - Legal

• Ragunathan Balaji, Chief Technology & Digital Officer

• Raju Nanwani, Company Secretary

• Ripujit Chaudhuri, Chief Risk Officer

• Saravanan Maniraju, Head - Internal Audit

• Vishal Gulechha, Head - Retail Equities 9

Based on the recommendation of the Nomination & Remuneration Committee, the Board approved the appointment of Ragunathan Balaji as the Chief Technology & Digital Officer of the Company (within the category of senior management in the Company) with effect from May 2, 2023.

Venkatesh Shankaramani, Head - Internal Audit Department of the Company (within the category of Senior Management in the Company) superannuated from the services of the Company on September 30, 2023. Based on the recommendation of the Nomination & Remuneration Committee and Audit Committee, the Board approved the appointment of Saravanan Maniraju as Head - Internal Audit Department (within the category of Senior Management in the Company) with effect from October 1, 2023.

Following the resignation of Ankit Sharma, Head - Compliance & Legal (within the category of Senior Management in the Company) and based on the recommendation of the Nomination & Remuneration Committee, the Board approved the appointment of Rachana Bhusari as the Chief Compliance Officer & Head - Legal of the Company (within the category of senior management in the Company) with effect from December 22, 2023.

Further, Kedar Deshpande, Head - Retail Distribution, Product & Services Group (within the category of Senior Management in the Company), resigned from the services of the Company with effect from the close of business hours on April 12, 2024.

Further, Anupam Guha, Head - Private Wealth Management (within the category of Senior Management in the Company), resigned from the services of the Company with effect from the close of business hours on August 9, 2024 and Umesh Balani was appointed as Head - Private Wealth Management (within the category of Senior Management in the Company) with effect from August 1, 2024.

Further, the name of Amit Gupta, Principal Officer & Fund Manager - Portfolio Management Services was excluded from the existing list of officials within the category of senior management in the Company with effect from July 23, 2024 due to internal reporting structure changes.

Philosophy on Corporate Governance

The Company's corporate governance philosophy encompasses regulatory and legal requirements, which aims at a high level of business ethics, effective supervision and enhancement of value for all stakeholders.

The Company considers its stakeholders as partners in success and the Company remains committed to maximising stakeholders' value. The Company believes that sound corporate governance mechanism is critical to retain and enhance stakeholders' trust. The Company is committed to exercise overall responsibilities rigorously and diligently throughout the organisation, managing its affairs in a manner consistent with corporate governance requirements. The Company's corporate governance philosophy is based on an effective independent Board, the separation of Board's supervisory role from the executive management and the Board Committees, generally comprising a majority of Independent/Non-Executive Directors and chaired by Independent Directors, to oversee critical areas.

The Company firmly believes that strong corporate governance and compliance practices are of paramount importance to maintain the trust and confidence of its stakeholders and the reputation of the Company. To ensure transparency, fairness and objectivity in the organisation's functioning and unquestioned integrity of all personnel involved, the Company has proactively adopted various policies and best practices towards ensuring compliance with Corporate Governance norms. The Company's policy on compliance with external regulatory requirements is backed by stringent internal policies and principles to ensure, inter alia, maintenance of confidentiality of client information and prevention of insider trading through adoption of various policies, the details in respect of which are as under:

Environment Social & Governance (ESG) Framework

Environment Social & Governance (‘ESG') generally refers to the accountability of the Board of Directors towards various stakeholders of the Company, viz., shareholders, employees, suppliers, customers, society and environment in general. It ensures Board's accountability for providing the Company with a fair, efficient and transparent administration which eventually results in benefitting all the stakeholders The Company's ESG Framework aims at ensuring the conditions whereby the Company's Management and the Board of Directors act in the interest of the Company and its stakeholders and ensure the means by which the Management is held accountable to various stakeholders.

It is believed that strong governance and compliance practices are of paramount importance to maintain the trust and confidence of its stakeholders and the reputation of the Company. To ensure transparency, fairness and objectivity in the organisation's functioning and unquestioned integrity of all personnel involved, the Company has proactively adopted best practices with regard to ESG. The Company's policy on compliance with regulatory requirements is backed by stringent internal policies, codes, standards and principles towards ensuring compliance with law, maintenance of confidentiality of client information and prevention of insider trading. The Company has developed policies that have a bearing on its businesses. The Company is committed to conducting its business in accordance with applicable laws, rules and regulations with highest standards of business ethics and ethical conduct. The Company has processes in place towards complying with all the applicable laws, rules and regulations in letter and spirit.

Code of Business Conduct & Ethics

Code of Conduct for Prohibition of Insider Trading

In accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has instituted a comprehensive code of conduct to regulate, monitor and report trading activities of its directors, employees and other connected persons in the securities of the Company as a listed entity and in the securities of all the listed companies as SEBI registered intermediary.

Whistle Blower Policy

The Company has in place a Whistle Blower Policy (‘the Policy') which aims to set up a mechanism that enables employees to report about potentially illegal and/or unacceptable practices. It seeks to enable employees to report such practices without fear of victimisation and reprisal. The Policy aims to administer good governance practices in the Company and to ensure that serious concerns are properly raised and addressed.

The purpose of the Policy is to enable a person who observes an unethical practice (whether or not a violation of law) to approach Chief Compliance Officer & Head - Legal/Chairman of Audit Committee without necessarily informing his/her supervisors and without revealing his/her identity, if he/she so chooses. The Policy governs reporting and investigation of allegations of suspected improper activities.

The employees of the Company are encouraged to use guidance provided in the Policy for reporting all allegations of suspected improper activities. In all instances, the Company retains the prerogative to determine when circumstances warrant an investigation and accordingly, in conformity with the Policy and applicable laws and regulations, the appropriate investigative process is employed. The Policy complies with the requirements of the Vigil Mechanism as envisaged by the Act and the rules framed thereunder and the Listing Regulations

Any employee who makes a disclosure or raises a concern under the Policy will be protected, if the employee discloses his/her identity, discloses the information in good faith, believes it to be substantially true, does not act maliciously nor makes false allegations and does not seek any personal or financial gain. The Company strictly prohibits any attempt of retaliation by anyone against any employee who raises a concern under the Policy in good faith. Nothing in this Policy precludes or is intended to preclude a complainant from seeking a monetary award from a Government, administrative or law enforcement authority, as provided for by law.

Dividend Distribution Policy

Policy on Related Party Transactions

Policy for Determining Material Subsidiaries

According to Regulation 16 (1) (c) of Listing Regulations, a ‘Material subsidiary' shall mean a subsidiary, whose income or net worth exceeds 10% of the consolidated income or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year. There are no material subsidiaries of the Company as per the said provision.

Familiarisation Programme for Independent Directors

CEO/CFO Certification

In terms of Listing Regulations, the certification by the Managing Director & CEO and the Chief Financial Officer on the financial statements and internal controls relating to financial reporting has been obtained.

Total fees for all services paid by the listed entity and its subsidiaries, on a consolidated basis, to the statutory auditor and all entities in the network firm/network entity of which the statutory auditor is a part:

Credit Ratings obtained by the Company

The details of your Company's credit ratings are as under:

Board and Committees of the Board

The Company's Board is constituted in compliance with the Act and Listing Regulations. The Board of the Company at March 31, 2024 consisted of nine Directors, out of which five are Independent Directors, two are Non-Executive Non-Independent Directors and two are Whole-time Directors. Except the Managing Director & CEO and the Executive Directors, all other Directors including the Chairman of the Board are Non-Executive Directors. There is a clear segregation of responsibility and authority between the Directors and the executive management. The Managing Director & CEO and the Executive Directors oversee implementation of strategy, achievement of the business plans and day-to-day operations. There is an appropriate mix of Executive, Non-Executive and Independent Directors. The Board has one Independent Woman Director. The Board functions either as a full Board or through various Committees constituted to oversee specific areas. The Board has, inter alia, constituted requisite mandatory Committees, viz., Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee. The constitution of these Committees is in compliance with the provisions of the Act and Listing Regulations.

The Board of Directors of the Company meets at regular intervals to discuss and decide on business policy and strategy apart from other business. The Board of Directors met six times during FY2024 on April 19, 2023, June 29, 2023, July 20, 2023, September 18, 2023, October 16, 2023 and January 16, 2024.

There were no inter-se relationships between any of the Directors of the Company. Further, none of the Non-Executive Non-Independent Directors hold any equity shares or convertible instruments of the Company as on March 31, 2024.

The names of the Directors, their attendance at Board Meetings during the financial year, attendance at the last AGM and the number of other directorships and committee memberships held by them as at the end of FY2024 are set out in the following table:

#Membership/Chairmanship of only Audit Committee and Stakeholders Relationship Committee has been considered. @For the purpose of computation of listed entities, listed entities as per the Ministry of Corporate Affairs (MCA) Portal have been considered. *T.K. Srirang (DIN: 10594104) was appointed as an Additional Director as well as the Joint Managing Director of the Company with effect from May 1, 2024.

Details of Directorships held in other listed entities by the Directors of the Company as at the end of FY2024 and the Category of their Directorship are set out in the following table:

@For the purpose of computation of listed entities, listed entities as per the Ministry of Corporate Affairs (MCA) Portal have been considered.

The number of committees (Audit Committee and Stakeholders Relationship Committee) of public limited companies in which a Director is a Member/Chairperson were within the limits provided under Listing Regulations, for all the Directors of the Company. The number of directorships of each Independent Director is also within the limits prescribed under Listing Regulations.

Core skills/expertise/competencies of the Board of Directors

As required under Regulation 34 read with Schedule V of Listing Regulations in the context of the Company's wide-ranging business activities, the Company has diversity of distinguished individuals on its Board of Directors with each of the Directors having the requisite core skills/expertise/ competence as well as vast experience and knowledge in one or more of the various diversified functions and fields, viz., corporate planning, project & portfolio/asset management, economics, capital markets, investment banking, institutional & retail broking, private equity fund management, financial services, corporate & international banking, treasury, competition & corporate laws, business and finance laws, corporate affairs, corporate governance, commerce, economic regulations, economic research, technology, business strategies and management, institutional strengthening & business transformation, banking & finance, insurance, human resources development, venture capital, 14 retail & rural banking, SME/Commercial banking, rural and inclusive banking, business banking, etc. The Board has a right blend of dynamism, leadership and experience.

The Independent Directors are members of the Board of Directors of various reputed companies including listed entities and they provide their treasured inputs and guidance at the Meetings of the Board which have been of immense help to the Company in pursuing strategic goals.

The Board is suitably equipped to understand the ever-changing business dynamics of the stock broking, distribution, wealth management, investment banking and portfolio management services sectors in which the Company operates and ensures that appropriate strategies are articulated benefitting the Company in the long run.

The details of the core skills/expertise/competencies possessed by the existing directors of the Company are detailed as under:

Separate Meeting of Independent Directors

During FY2024, a separate meeting of the Independent Directors was held on April 19, 2023, which was chaired by Vinod Kumar Dhall (DIN: 02591373), Independent Director.

The terms of reference of the mandatory Committees constituted by the Board, their composition and attendance of the respective members at the various Committee

Meetings held during FY2024 are set out below:

Terms of Reference

a. To oversee the financial statements, the process of Company's financial reporting and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

b. To oversee the procedures and processes established to attend to issues relating to maintenance of books of account, administration procedures, transactions and other matters having a bearing on the financial position of the Company, whether raised by the auditors or by any other person.

c. Review of housekeeping note placed.

d. To review, with the Management, the quarterly financial statements and the certificate in respect of internal controls over financial reporting, before submission to the Board for approval.

e. To review, with the Management, the quarterly, half-yearly and annual financial statements alongwith the auditors' report thereon before submission to the Board for approval, with particular reference to:

i. Any changes in accounting policies and practices and reasons for the same

ii. Major accounting entries based on exercise of prudent judgement and estimates by management

iii. Modified opinions in draft audit report

iv. Significant adjustments arising out of audit

v. Compliance with listing and other legal requirements concerning financial statements

vi. To review the management discussion and analysis of financial condition and results of operations

vii. Matters required to be included in the director's responsibility statement to be included in the board's report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013

viii. Any related party transactions i.e. transactions of the Company of material nature, with promoters or the management, their subsidiaries or relatives, etc. that may have potential conflict with the interests of the Company at large and

ix. To approve any subsequent modification of transactions of the Company with related parties. Provided that the Committee may grant omnibus approval for related party transactions proposed to be entered into by the Company subject to such conditions as may be prescribed.

f. To recommend to the Board, the appointment, re-appointment, terms of appointment and, if required, the replacement or removal of the statutory auditor and/or branch auditor and the fixation of audit fees.

g. To approve payment to statutory auditors for any other services rendered by the statutory auditors.

h. To review and monitor, with the management, performance of statutory auditors, the auditor's independence and effectiveness of audit process.

i. To discuss with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

j. To call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statements before their submission to the Board and also to discuss any related issues with the internal and statutory auditors and the management of the Company.

k. To recommend to the Board, the appointment, re-appointment and, if required, the replacement or removal of the internal auditors (including chief internal auditor)/concurrent auditors/special auditors and the fixation (including terms) of their remuneration.

l. To appoint Auditors for SEBI half-yearly Internal Audit.

m. To review, with the management, performance of internal auditors.

n. To review the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit.

o. To set up procedures and processes to address all concerns relating to adequacy of checks and control mechanisms.

p. To review the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

q. To review:

i) Code of Conduct & Business Ethics

ii) Anti-Bribery and Anti-Corruption Policy

iii) Conflict of Interest Policy

iv) Code of Conduct for Prevention of Insider Trading

v) Whistle Blower Policy

r. To review the functioning of the Whistle Blower mechanism or other confidential mechanisms for employees to report ethical and compliance concerns or potential breaches or violations.

s. To establish procedures for

i) the receipt, retention and treatment of complaints received regarding accounting, internal accounting controls or auditing matters; and

ii) the confidential, anonymous submission by employees regarding questionable accounting or auditing matters.

t. To review internal reports on internal controls and on proactive compliance activities aimed at increasing the Company's ability to meet its legal and ethical obligations, on identified weaknesses, lapses, breaches or violations and the controls and other measures in place to help detect and address the same.

u. To review, with the management, the adequacy of the internal control systems.

v. To monitor the compliance function and the Company's risk profile in respect of compliance with external laws and regulations and internal policies.

w. To evaluate internal financial controls and risk management systems.

x. To report any significant findings (including Audit Issue Rectification Index [AIRI]) to the Risk Management Committee of the Company on a quarterly basis.

y. To discuss with the internal auditors of any significant findings and follow up thereon.

z. To review the following:

i. Penal action taken against the Company under various laws and statutes;

ii. Reports of inspection by regulatory authorities viz., SEBI, BSE, NSE, IRDA, PFRDA, AMFI;

iii. Follow-up action on the inspection reports;

iv. Compliance with the inspection reports of regulatory authorities;

v. Accountability for unsatisfactory compliance with inspection reports, delay in compliance and non-rectification of deficiencies.

aa. To review the following matters:

i) Reports of the audits conducted by the statutory auditors and their periodicity and scheduling;

ii) Compliance with the observations of the statutory auditors.

bb. To review the following matters:

i) Reports of the different types of audits conducted by the internal auditors and their periodicity and scheduling;

ii) Follow-up action on the audit reports, particularly concerning unsatisfactory areas of operations;

iii) Compliance with the observations of the internal auditors;

iv) Omissions on the part of the auditing team to detect serious irregularities.

cc. To approve compliance programmes, review their effectiveness on a regular basis and review material compliance issues or matters.

dd. To review the Anti Money Laundering (AML)/Counter - Financing of Terrorism (CFT) policy annually and review the implementation of the Company's AML/ CFT programme.

ee. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and to look into substantial delays in the payment to creditors.

ff. To investigate any activity within its terms of reference.

gg. To seek information from any employee; to obtain outside legal or other professional advice; and to secure attendance of outsiders with relevant expertise, if it considers necessary.

hh. To engage, without seeking Board approval, independent counsel and other advisors, as it determines necessary to carry out its duties.

ii. To scrutinise inter-corporate loans and investments.

jj. To undertake valuation of undertakings or assets of the Company, wherever it is necessary.

kk. To the extent applicable, review with the management, Statement of deviations, specifically the quarterly statement of deviation submitted to the stock exchanges under Regulation 32 (1) and the annual statement of funds utilized for purposes other than those stated in the offer documents under Regulation 32 (7) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations").

ll. To investigate into any matter in relation to the terms of reference of the audit committee or referred to it by the Board and for this purpose, to obtain professional advice from external sources and have full access to information contained in the records of the Company.

mm. To review the utilization of loans and/or advances from/ investment by the holding company in the subsidiary exceeding Rs. 1 billion or 10% of the asset size of the subsidiary, whichever is lower including existing loans/ advances/investments.

nn. Approval of appointment of chief financial officer or any other person heading the finance function or discharging that function after assessing the qualifications, experience and background, etc. of the candidate.

oo. To consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation, etc., on the listed entity and its shareholders.

pp. To carry out any other function, if any, as is mentioned in the terms of reference of the Audit Committee and any other terms of reference as may be decided by the Board and/or specified/provided under the Companies Act, 2013 or the Listing Regulations, or by any other regulatory authority.

Composition

During FY2024, the composition of the Audit Committee was in compliance with the provisions of Section 177 (2), other applicable provisions of the Act and Listing Regulations.

During FY2024, there was no change in the constitution of the Audit Committee.

As at the end of FY2024, the Audit Committee comprised of following as it members:

• Ashvin Parekh (DIN: 06559989), Independent Director (Chairman);

• Subrata Mukherji (DIN: 00057492), Independent Director; and

• Vijayalakshmi Iyer (DIN: 05242960), Independent Director.

Accordingly, the Audit Committee currently comprises only of Independent Directors.

During FY2024, nine meetings of the Audit Committee were held on April 13, 2023, April 19, 2023, June 29, 2023, July 13, 2023, July 20, 2023, October 13, 2023, October 16, 2023, January 11, 2024 and January 16, 2024. The details of the attendance at the meetings are set out in the following table:

Terms of Reference

1. To submit recommendations to the Board with regard to -

a. Filling up of vacancies in the Board that might occur from time to time and appointment of additional non-whole-time Directors. In making these recommendations, the Committee shall take into account the provisions of the Articles of Association and the special professional skills required for efficient discharge of the Board's functions;

b. Directors liable to retire by rotation;

c. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal. "senior management" shall be as defined under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time.

2. To evaluate the performance of the whole-time Directors of the Company.

3. To evaluate the performance of the Board, the individual Members of the Board and the Committees of the Board on certain pre-determined parameters as may be laid down by the Board as part of a self-evaluation process or get such performance evaluation done by an independent external agency and review its implementation and compliance.

4. To determine and recommend to the Board from time to time all remuneration, in whatever form, including performance or achievement bonus, Long Term Incentives and perquisites payable to the whole-time Directors and the senior management of the Company.

5. a. To approve the policy for and quantum of variable pay payable to the employees of the Company.

b. To recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

6. To formulate code of ethics and governance.

7. To recommend, if required to the Board Governance, Remuneration and Nomination Committee of ICICI Bank Limited (BGNRC of ICICI Bank) for its recommendation to the Board of ICICI Bank for the grant of Employee Stock Options of ICICI Bank to the whole-time Directors of the Company.

8. To formulate the criteria for determining qualifications, positive attributes and independence of a director.

9. To formulate the criteria for evaluation of performance of independent directors and the board of directors and to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

10. To determine and recommend to the Board from time to time, the amount of commission and fees payable to the Directors within the applicable provisions of the Companies Act, 2013 and other applicable statutes, if any.

11. To devise a policy on diversity of the Board.

12. Performing such functions as are required to be performed by the Committee under the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 as amended from time to time.

13. Performing such other activities as may be delegated by the Board and/or specified/provided under the Companies Act, 2013 or the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, or by any other regulatory authority.

Composition

During FY2024, the composition of the Nomination & Remuneration Committee (‘NRC') was in compliance with the provisions of Section 178, other applicable provisions of the Act and Listing Regulations.

During FY2024, there was no change in the constitution of NRC.

As at the end of FY2024, NRC comprised of following as its members:

• Ashvin Parekh (DIN: 06559989), Independent Director (Chairman);

• Vinod Kumar Dhall (DIN: 02591373), Independent Director; and

• Rakesh Jha (DIN: 00042075), Non-Executive

Non-Independent Director.

During FY2024, four meetings of NRC were held on April 19, 2023, July 20, 2023, October 16, 2023 and January 16, 2024. The details of the attendance at the meetings are set out in the following table:

Corporate Social Responsibility Committee Terms of Reference

a. To formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013;

b. To review proposals, approve and recommend the amount of expenditure which shall be incurred on the activities indicated in the Corporate Social Responsibility Policy;

c. To identify Corporate Social Responsibility Policy partners and Corporate Social Responsibility Policy programmes;

d. To recommend the amount of Corporate Social Responsibility Policy expenditure for the corporate social responsibility activities and the distribution of the same to various corporate social responsibility programmes undertaken by our Company;

e. To monitor the implementation of Corporate Social Responsibility Policy of the Company and issuing necessary directions as required for proper implementation and timely completion of corporate social responsibility programmes;

f. To delegate responsibilities to the corporate social responsibility team and supervise proper execution of all delegated responsibilities; and

g. Perform such other duties and functions as the Board may require the Corporate Social Responsibility Committee to undertake to promote the corporate social responsibility activities of our Company.

Composition

During FY2024, the composition of the Corporate Social Responsibility (‘CSR') Committee of the Company was in compliance with Section 135 and other applicable provisions of the Act.

During FY2024, there was no change in the constitution of CSR Committee. However, T.K. Srirang (DIN: 10594104), Joint Managing Director was inducted as a Member of CSR Committee with effect from May 1, 2024.

As at the end of FY2024, CSR Committee comprised of following as its members:

• Vinod Kumar Dhall (DIN: 02591373), Independent Director (Chairman);

• Vijay Chandok (DIN: 01545262), Managing Director & CEO; and

• Ajay Saraf (DIN: 00074885), Executive Director.

During FY2024, four meetings of CSR Committee were held on April 12, 2023, July 14, 2023, October 13, 2023 and March 7, 2024. The details of the attendance at the meetings are set out in the following table:

The Annual Report on Corporate Social Responsibility as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 is given in Annexure D enclosed to this report.

Terms of Reference

1. Resolving the grievances of the security holders of the listed entity including complaints related to transfer/ transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/ duplicate certificates, general meetings, etc.;

2. Allotment of shares, approval of transfer or transmission of shares, debentures or any other securities;

3. Investigating complaints relating to allotment of shares, approval of transfer or transmission of shares, debentures or any other securities;

4. Issue of duplicate certificates and new certificates on split/consolidation/renewal;

5. Review of measures taken for effective exercise of voting rights by shareholders;

6. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar and Share Transfer Agent;

7. Review of various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company; and

8. Carrying out any other function as may be decided by the Board or prescribed under the Companies Act, 2013, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, or any other applicable law.

Composition

During FY2024, the composition of the Stakeholders

Relationship Committee (‘SRC') of the Company was in compliance with Section 178 (5), other applicable provisions of the Act and Listing Regulations.

During FY2024, there was no change in the constitution of SRC. However, T.K. Srirang (DIN: 10594104), Joint Managing Director was inducted as a Member of SRC with effect from May 1, 2024.

As at the end of FY2024, SRC comprised of following as its members:

• Vijayalakshmi Iyer (DIN: 05242960), Independent Director (Chairperson);

• Vijay Chandok (DIN: 01545262), Managing Director & CEO; and

• Ajay Saraf (DIN: 00074885), Executive Director.

During FY2024, four meetings of SRC were held on April 13, 2023, July 13, 2023, October 13, 2023 and January 11, 2024. The details of the attendance at the meetings are set out in the following table:

Raju Nanwani, Company Secretary is the Compliance Officer of the Company pursuant to the requirements of Listing Regulations.

The SCORES website of SEBI for redressal of grievances of the investors is being visited at regular intervals by the officials of the Company. The Company had received twenty-two complaints from the shareholders during FY2024. As at the end of FY2024, twelve complaints were pending and the same were subsequently disposed-off within stipulated time period.

Risk Management Committee Terms of Reference

1. Formulate risk management policies which shall include the framework for identification of internal and external risks and measures for risk mitigation including systems and processes for internal control of identified risks:

a. To approve and review risk management policies in respect of the following:

i. Financial Risk,

ii. Sectoral Risk,

iii. Market Risk,

iv. Credit Risk,

v. Operations Risk,

vi. Fraud Risk,

vii. Liquidity Risk,

viii. Surveillance Policy,

ix. Business Continuity and Disaster Recovery Plans and

x. Environmental Social & Governance (ESG) related risks

b. To periodically review the above risk management policies, at least once in two years, including by considering the changing industry dynamics and evolving complexities.

c. To monitor and oversee the implementation of the above-mentioned risk management policies, including evaluating the adequacy of risk management systems.

d. To analyze and monitor various product limits as well as the credit and market risks associated with the different business activities of the Company.

2. ICAAP and Stress Testing:

a) To review stress testing results;

b) To review the submission made to ICICI Bank Limited for Internal Capital Adequacy Assessment Process (ICAAP).

3. Risk Dashboard

To review key risk indicators with respect to major risk categories as detailed below on a quarterly basis:

a. Credit risk

b. Market risk and implied market risk

c. Liquidity risk

d. Operational risk

e. Technology risk including Cyber-Security threats.

f. Reputation risk

4. Ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company:

a) To review the operational loss data.

b) To assess the risk of investments in securities undertaken by the proprietary desk of the Company.

c) To analyze and monitor various products/ processes/policies of the Company from the operational risk perspective as well and suggest risk controls to ensure that the residual risk of various business activities undertaken is within tolerable limits.

d) To ensure that all ongoing outsourcing decisions taken by the Company and the activities undertaken by the third-party are in accordance with the Outsourcing Policy of the Company.

e) To review the macro-economic changes, global emerging trends and regulatory changes/ requirements so that the Company is positioned to face the changes in the external environment and internal developments.

5. Oversight on risks of subsidiaries Review the risk profile of the subsidiaries.

6. To review the appointment, removal and terms of remuneration of the Chief Risk Officer (if any).

7. To keep the board of directors informed about the nature and content of Committee discussions, recommendations and actions to be taken.

8. To co-ordinate its activities with other committees, in instances where there is any overlap with activities of such committees, as per the framework laid down by the board of directors.

Composition

During FY2024, the composition of the Risk Management Committee (‘RMC') of the Company was in compliance with the provisions of Regulation 21 of Listing Regulations.

During FY2024, there was no change in the constitution of RMC. However, T.K. Srirang (DIN: 10594104), Joint Managing Director was inducted as a Member of RMC with effect from May 1, 2024.

As at the end of FY2024, RMC comprised of following as its members:

• Vijayalakshmi Iyer (DIN: 05242960), Independent Director (Chairperson);

• Ashvin Parekh (DIN: 06559989), Independent Director;

• Subrata Mukherji (DIN: 00057492), Independent Director;

• Prasanna Balachander (DIN: 02257744),

Non-Executive Non-Independent Director;

• Vijay Chandok (DIN: 01545262), Managing Director & CEO;

• Ajay Saraf (DIN: 00074885), Executive Director;

• Ripujit Chaudhuri, Chief Risk Officer; and

• Harvinder Jaspal, Chief Financial Officer.

During FY2024, five meetings of RMC were held on April 13, 2023, July 13, 2023, October 13, 2023, October 16, 2023 and January 11, 2024. The details of the attendance at the meetings are set out in the following table:

COMPLIANCE CERTIFICATE FROM THE AUDITORS

The certificate obtained from a practicing company secretary regarding compliance of conditions of Corporate Governance as stipulated in Listing Regulations is given in Annexure E.

A certificate from a company secretary in practice that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of Companies by the Securities and Exchange Board of India/Ministry of Corporate Affairs or any such statutory authority as stipulated in Listing Regulations is given in Annexure F.

PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES AND DIRECTORS

The Company has in place an evaluation framework for evaluation of the Board, Directors and Chairman. The Board also carries out an evaluation of the working of the Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee and Information Technology and Cybersecurity Committee. The evaluation of the Committees is based on the assessment of the compliance with the terms of reference of the Committees.

The evaluations for the Directors and the Board were done through circulation of questionnaires for evaluation of the performance of the Board, the Committees of the Board and the individual members of the Board, which assessed the performance of the Board on selected parameters related to roles, responsibilities and obligations of the Board and functioning of the Committees including assessing the quality, quantity and timeliness of flow of information between the Company management and the Board that was necessary for the Board to effectively and reasonably perform their duties. The evaluation criteria for the Directors (including Independent Directors) was, inter alia, based on their participation, contribution and offering guidance to and understanding of the areas that were relevant to them in their capacity as members of the Board.

With respect to the Whole-time Directors, the NRC has oversight over payment of compensation. The NRC defines Key Performance Indicators (‘KPIs') for Whole-time Directors and the organisational performance norms. The KPIs include both quantitative and qualitative aspects. The NRC assesses organisational performance as well as the individual performance of the Whole-time Directors.

POLICY/CRITERIA FOR DIRECTORS' APPOINTMENT

The Company with the approval of its NRC has put in place a policy on Directors' appointment and remuneration including the criteria for determining qualifications, positive attributes and independence of a Director. The NRC evaluates the composition of the Board and vacancies arising in the Board from time to time. The NRC, as and when required while recommending candidature of a Director, considers the requisite special knowledge or expertise possessed by the candidate. The NRC assesses the fit and proper credentials of the candidate. The NRC also evaluates the prospective candidate for the position of Director from the perspective of the criteria for independence prescribed under the Act. The NRC based on the above assessment makes suitable recommendations on the appointment of Directors to the Board. The NRC evaluates the performance of the Executive Directors of the Company on an annual basis.

Remuneration Policy for Non-Executive Directors

The remuneration payable to Non-Executive/Independent Directors (‘NEDs') of ICICI Bank Limited is governed by the provisions of Banking Regulation Act, 1949, RBI guidelines issued from time to time and the provisions of the Act and its applicable rules to the extent it is not inconsistent with the provisions of the Banking Regulation Act, 1949/RBI guidelines. The Company, being a subsidiary of ICICI Bank Limited, has adopted practices on these lines with respect to remuneration payable to Non-Executive/Independent Directors of the Company.

Considering the above, the permitted modes of remuneration for the NEDs, would be sitting fee for attending each meeting of the Committee/Board as approved by the Board from time to time and profit related commission, within the limits as provided under the Act and related rules thereunder.

All the Non-Executive Directors/Independent Directors would be entitled to reimbursement of expenses for attending Board/Committee meetings, official visits and participation in various forums on behalf of the Company.

Profit related Commission

The NEDs would be entitled for profit related commission, in compliance with the provisions of the Act (as amended from time to time) and other applicable law.

Disclosure

The Company would make the requisite disclosure on remuneration paid to NEDs in the Annual Financial Statements.

Review

The Policy would be reviewed annually by the NRC.

COMPENSATION POLICY FOR THE WHOLE-TIME DIRECTORS AND KEY MANAGERIAL PERSONNEL AS WELL AS OTHER EMPLOYEES

The Company already has in place a Compensation Policy applicable to Whole-time Directors (WTDs), Key Managerial Personnel (KMP), Senior Management and other employees.

Key features and objectives of Compensation Policy

The Compensation Policy of the Company is applicable for the Whole-time Directors, Key Managerial Personnel, Senior Management and all other employees of the Company. The Compensation Policy is framed under the guidance of the Nomination & Remuneration Committee (‘NRC' or ‘the Committee') to ensure effective governance and drive meritocracy under a prudent risk framework.

The Committee defines Key Performance Indicators (‘KPIs') for the organisation based on the financial and strategic plan approved by the Board. The KPIs include both quantitative and qualitative aspects. The NRC assesses organizational performance as well as the individual performance of Whole-time Directors. Based on its assessment, it makes recommendations to the Board regarding compensation for Whole-time Directors, Key Managerial Personnel and Senior Management along-with bonus and long-term incentive plan (LTIP) for employees. Eligible employees are covered under the ICICI Securities Limited - Employees Stock Option Scheme - 2017 and Employees Stock Unit Scheme - 2022.

The Company's performance objectives are a balanced mix of financial, customer, process and compliance related objectives. To ensure effective alignment of compensation with prudent risk parameters, the Company will take into account various risk parameters along with other pre-defined performance objectives of the Company. Acts of gross negligence and integrity breach and reasonable evidence of deterioration in financial performance shall be covered under the purview of the Compensation Policy. The deferred part of the performance bonus (variable pay) will be subject to malus, under which the Company will prevent vesting of all or part of the variable pay in the event of an enquiry determining gross negligence or integrity breach.

No changes were proposed to be made in the Compensation Policy as well as the Remuneration Policy for the Non-Executive Directors of the Company during FY2024.

PECUNIARY RELATIONSHIP OF THE NON-EXECUTIVE DIRECTORS WITH THE COMPANY

Apart from receiving sitting fees for attending Board and Committee meetings and profit related commission by the Non-Executive Directors of the Company, there is no pecuniary relationship of the Non-Executive Directors with the Company. The Non-Executive, Non-Independent Directors neither draw any remuneration from the Company nor receive any sitting fees.

DETAILS OF REMUNERATION PAID TO WHOLE-TIME DIRECTORS DURING FY2024

The following table sets out the details of remuneration (including perquisites and retiral benefits) paid to Whole-time Directors during FY2024:

Details of remuneration (Rs.)

Note: For the year ended March 31, 2024 the remuneration details pertain to the amount paid/options granted during FY2024.

1The bonus amount paid in FY2024 includes the deferred portion of bonus approved in earlier years, wherever applicable.

Allowances include components like house rent allowance, Contribution to NPS, leave travel allowance, interest subsidy on home loan, Conveyance allowance, supplementary allowance.

3Perquisites (evaluated as per Income Tax rules wherever applicable and otherwise at actual cost to the Company) such as the benefit of the gas, electricity, soft furnishing, club fees, group insurances like Mediclaim, personal accident and life insurance, Car Perq., telephone and internet usage at residence or reimbursement of expenses in lieu thereof, domiciliary medical reimbursement, leave, children education benefits, were provided in accordance with the scheme(s) and rule(s) applicable from time to time.

DETAILS OF REMUNERATION PAID TO NON-EXECUTIVE DIRECTORS

As per the provisions of Section 197 of the Act, the fees payable to a Non-Executive Director for attending a Meeting of the Board or Committee thereof are decided by the Board of Directors from time to time within the limits prescribed by the Act and the rules thereunder.

During FY2024, the Directors were paid an amount of W 1,00,000/- as sitting fees for attending each meeting of the Board and the Audit Committee and W 50,000/- as sitting fees for attending each meeting of other Committees of the Board.

Information on the total sitting fees paid to each Independent Director during FY2024 for attending meetings of the Board and its Committees is set out in the following table:

As per the remuneration framework of the Company for the Non-Executive Directors, profit related commission was paid to each of the Independent Directors during FY2024 in proportion to their respective tenure during FY2023. Profit related commission of W 10,00,000/- was paid to each of the Independent Directors, except Gopichand Katragadda, who was paid W 5,99,771/- as per his tenure in the Company during FY2023.

Based on the recommendation of the Nomination & Remuneration Committee, the Board of Directors has, at its meeting held on April 18, 2024, approved the proposal of payment of profit related commission of W 20,00,000/- per annum (exclusive of applicable taxes) to the Independent Directors of the Company (who were currently being paid W 10,00,000/- per annum) from the financial year ended

March 31, 2025 onwards, in proportion to their tenure in the Company during the relevant financial year, subject to the approval of the Members and also subject to the total remuneration payable to Directors who were neither Managing Directors nor Whole-time Directors not exceeding in the aggregate 1% (one percent) of the net profits of the Company for that financial year computed in the manner stipulated in Section 198 of the Act.

The Members of the Company at the Annual General Meeting held on August 29, 2023, had approved increase in the payment of profit related commission from W 10,00,000/- per annum (exclusive of applicable taxes) to W 20,00,000/- per annum (exclusive of applicable taxes) to the Chairperson of the Board from the financial year ending March 31, 2024 onwards in proportion to his/her tenure in the Company during the relevant financial year.

Disclosures required with respect to Section 197 (12) of the Act

The ratio of remuneration of each Director to the median employee's remuneration and such other details in terms of Section 197 (12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided below:

(i) The ratio of the remuneration of each director to the median fixed pay of the employees of the Company for the financial year:

The ratio of remuneration for the Whole-time Directors is as under:

Vijay Chandok, Managing Director & CEO = 101.8:1

Ajay Saraf, Executive Director = 54:1

The ratio of remuneration for the Independent Directors is as under:

Vinod Kumar Dhall, Chairman and Independent Director = 3.9:1

Ashvin Parekh, Independent Director = 6:1

Subrata Mukherji, Independent Director = 5.7:1

Vijayalakshmi Iyer, Independent Director = 5.7:1

Gopichand Katragadda, Independent Director = 2.7:1

Non-Executive Non-Independent Directors do not draw any remuneration from the Company.

(ii) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

The percentage increase in remuneration of Whole-time Directors, Chief Financial Officer and Company Secretary was 5%-7%.

(iii) The percentage increase in the median remuneration of employees, who are part of the annual review plan in the financial year: 11.6%

(iv) The number of permanent employees on the rolls of company:

Employee headcount at March 31, 2024 was 5,409.

(v) Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average percentage increase in the salaries of total employees other than the Key Managerial Personnel for FY2024 was around 10.0%, while the increase in the remuneration of the Key Managerial Personnel was 6.0%.

(vi) Affirmation that the remuneration is as per the remuneration policy of the company:

Yes

(vii) Details of Top 10 Employees as per Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

The statement containing the particulars of employees as required under Section 197 (12) of the Act, read with Rule 5 (2) of the Companies (Appointment and Remuneration) Rules, 2014 is set out in an Annexure and forms part of this report. In terms of Section 136 (1) of the Act, the report and the accounts are being sent to the members excluding the aforesaid Annexure. Any member interested in obtaining a copy of the Annexure may send an e-mail to the Company Secretary at investors@icicisecurities.com.

a) Annual General Meeting:

The details of General Body Meetings held in the last three years and the special resolutions passed thereat are given below:

b) Special Resolutions passed through Postal Ballot during the year under review:

During FY2024, following Special Resolutions were passed through Postal Ballot by remote e-voting process on December 5, 2023:

• enhancement of the existing borrowing limit under Section 180 of the Companies Act, 2013; and

• enhancement of the existing limit under Section 186 of the Companies Act, 2013.

The Company followed the procedure as prescribed under the Act, the Companies (Management and Administration), Rules, 2014, as amended, the Secretarial Standard 2 issued by the Institute of Company Secretaries of India and Regulation 44 of Listing Regulations read with applicable circulars issued by the Ministry of Corporate Affairs (‘MCA') pertaining to conduct of Postal Ballot process and other applicable laws and regulations. The Company had sought approval of the Members on the Special Resolutions, through Postal Ballot by remote e-voting process. The Board of Directors of the Company had appointed Dholakia & Associates LLP, Practising Company Secretaries, as the Scrutiniser for conducting the Postal Ballot voting process. Nrupang B. Dholakia, Designated Partner of Dholakia & Associates LLP acted as the Scrutiniser and submitted his report after completion of the scrutiny of the votes cast through Postal Ballot voting process. Considering the results of the Postal Ballot, the resolution was approved on December 5, 2023. The results were declared on December 7, 2023 and communicated to the Stock Exchanges and displayed on the Company's website at the following link:

The details of the voting pattern are as under:

Special resolution for enhancement of the existing borrowing limit under Section 180 of the Companies Act, 2013:

Special resolution for enhancement of the existing limit under Section 186 of the Companies Act, 2013:

Additionally, the following Ordinary Resolutions were passed through Postal Ballot by remote e-voting process on July 16, 2024:

• Re-appointment of Mr. Vijay Chandok (DIN: 01545262) as the Managing Director & CEO of the Company and payment of remuneration;

• Appointment of Mr. T.K. Srirang (DIN: 10594104) as a Director of the Company; and

• Appointment of Mr. T.K. Srirang (DIN: 10594104) as the Joint Managing Director of the Company and payment of Remuneration.

c) Whether any Special Resolution is proposed to be conducted through Postal Ballot:

Till the date of this report, the Company does not intend or propose to pass any Special Resolution through Postal Ballot.

STATUTORY AUDITORS

At the AGM held on August 26, 2017, the Members approved the appointment of B S R & Co. LLP, Chartered Accountants, as the Statutory Auditors for a period of five years, to hold office from the conclusion of the Twenty-Second AGM till the conclusion of the Twenty-Seventh AGM subject to the ratification by the Members at every AGM. Pursuant to the amendment in Section 139 of the Act vide Companies (Amendment) Act, 2017 effective from May 7, 2018, the requirement relating to ratification of appointment of Statutory Auditors by the Members of the Company at every AGM was dispensed with. Accordingly, the Members, at the Twenty-Fourth AGM of the Company held on August 2, 2019, dispensed with the requirement of annual ratification of appointment of B S R & Co. LLP as the Statutory Auditors of the Company. Further, based on the recommendation of the Board, at the Twenty-Seventh AGM held on August 26, 2022, the Members approved the re-appointment of B S R & Co. LLP, Chartered Accountants, as the Statutory Auditors for a second term of five years, to hold office from the conclusion of the Twenty-Seventh AGM till the conclusion of the Thirty-Second AGM.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of Listing Regulations, the Company had appointed M/s. Makarand M. Joshi & Co., Practicing Company Secretaries, as the Secretarial Auditor of the Company, to undertake the Secretarial Audit of the Company for FY2024. The Secretarial Audit Report is given in Annexure G enclosed to this report.

There are no material adverse observations in the Secretarial Audit Report.

DISCLOSURE ABOUT MAINTENANCE OF COST RECORDS

The Central Government has not prescribed the maintenance of cost records under Section 148 (1) of the Act for the services rendered by the Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of foreign exchange earnings and outgo required under Section 134 (3) (m) of the Act read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 are as under:

Rs. Million

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

In view of the nature of business activities of the Company, the information relating to conservation of energy and technology absorption, as required under Section 134 (3) (m) of the Act read with Rule 8 of the Companies (Accounts) Rules 2014, is not required to be given. The Company has, however, used information technology extensively in its operations.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments between the end of the year under review and the date of this report, which could have an impact on the Company's operation in the future or its status as a ‘going concern'.

UPDATE ON DELISTING OF EQUITY SHARES OF THE COMPANY

The Board of Directors, at its meeting held on June 29, 2023, after considering the recommendation and reports of the Audit Committee and the Committee comprising of all the Independent Directors, approved the draft scheme of arrangement for delisting of equity shares of the Company (‘the Scheme') pursuant to which ICICI Bank Limited (‘the Bank'/'Holding Company') will issue equity shares to the public shareholders of the Company in lieu of cancellation of their equity shares in the Company, thereby making the Company a wholly-owned subsidiary of the Bank in accordance with Chapter VI, Part C, Regulation 37 of the SEBI (Delisting of Equity Shares) Regulations, 2021 and

Section 230 of the Companies Act, 2013 subject to receipt of requisite approvals. The public shareholders of the Company would be allotted 67 equity shares of the Bank for every 100 equity shares of the Company. Pursuant to receipt of requisite regulatory approvals and the order of the Hon'ble National Company Law Tribunals, a meeting of the equity shareholders of the Bank and the Company were held on March 27, 2024, wherein the Scheme was approved by the requisite majority of shareholders (including public shareholders).

Certain shareholders of the Company have filed objections to the scheme and the scheme is currently pending for approval of the Hon'ble National Company Law Tribunals. Securities and Exchange Board of India (SEBI) has, vide its letter dated June 6, 2024, issued an administrative warning to the Company on the sharing of shareholders' information with the Bank. The Company has taken note of the administrative warning and has taken the necessary steps in this regard.

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

During the year, there were no such orders passed by the Court or Tribunals which will have material impact on the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors of the Company confirm:

i. that the applicable accounting standards have been followed in the preparation of the annual accounts and that there are no material departures;

ii. that such accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at March 31, 2024 and of the profit of the Company for the year ended on that date;

iii. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

iv. that the annual accounts have been prepared on a ‘going concern' basis;

v. that they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi. that proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

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

The Company has complied with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has a policy against sexual harassment and has a formal process for dealing with complaints of harassment or discrimination. The said policy is in line with relevant Act passed by the Parliament in 2013. The Company has constituted the Internal Committee as per the provisions of the above-mentioned Act. The Company believes in providing a safe working environment at the workplace. On an ongoing basis, the Company creates education and awareness amongst employees. During FY2024, 2 (two) complaints on sexual harassment were filed and were disposed off during the year. Further, no complaint was pending as on March 31, 2024.

ICICI SECURITIES LIMITED - EMPLOYEES STOCK OPTION SCHEME (ESOS) - 2017

Pursuant to the recommendation of the Board of Directors in their Meeting held on December 6, 2017, the Members of the Company at the Extra-ordinary General Meeting held on December 8, 2017 approved the ICICI Securities Limited

- Employees Stock Option Scheme - 2017. Subsequently, ICICI Securities Limited - Employees Stock Option Scheme

- 2017 along-with amendments therein (‘the Scheme') was approved by the Board of Directors of the Company in its meeting held on July 23, 2018 and by the Members of the Company at the Annual General Meeting held on August 30, 2018. During the year, there was no change in the Scheme.

The Scheme aims at achieving the twin objectives of (i) enabling employees to participate in the long-term growth of the Company; and (ii) retention of key talent. Through employee stock option grants, the Company seeks to foster a culture of long-term sustainable value creation. The Scheme is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

The Scheme provides that the maximum number of options granted to any Eligible Employee in a financial year shall not, except with the approval of the Board of Directors of the Company, exceed 0.10% of the issued shares of the Company at the time of grant of options and the aggregate of all such options granted to the eligible employees shall not exceed 5% of the aggregate of the number of issued shares of the Company, from time to time, on the date(s) of grant of option(s). The eligible employees include employees as defined in the Scheme. Grants will be made by the NRC based on determination of eligibility criteria prescribed under the Scheme and vesting period will be indicated in the grant letter with minimum period of one year between the date of granting and vesting of options or such other period as may be required under applicable laws. The options may be exercised at any time after vesting but not exceeding five years from the date of vesting of the options or as may be determined by the NRC.

Particulars of options granted by the Company as at March 31, 2024 are given below:

* number of options includes options exercised but pending allotment of shares.

** money realised do not include share application money received in respect of options exercised but pending allotment of shares.

Particulars of options granted by the Company during FY2024:

During FY2024, the Company granted 25,68,250 options to its employees including Whole-time directors, Key Managerial Personnel, Senior Managerial Personnel and other employees.

All options were granted as per the Scheme. The stock option grant will have a vesting schedule of three years, in the ratio of 30%-30%-40% starting one year from the date of the grant of the options. The Exercise Period would commence from the date of vesting and expire on completion of five years from the date of vesting of Options.

The fair value of the underlying shares has been determined by an independent valuer. The calculation of fair value of grants is in accordance with the Black-Scholes options pricing model.

The fair value of the options granted in FY2024 are given below:

The key assumptions used to estimate the fair value of options granted during FY2024 are given below:

ICICI SECURITIES LIMITED - EMPLOYEES STOCK UNIT SCHEME (ESUS) - 2022

Pursuant to the recommendation of the Board of Directors in their Meeting held on July 21, 2022, the Members of the Company at the Annual General Meeting held on August 26, 2022 approved the ICICI Securities Limited - Employees Stock Unit Scheme - 2022 (‘ESUS Scheme').

During FY2024, the Company granted 8,00,990 units to its employees including Key Managerial Personnel, Senior Managerial Personnel and other employees.

All units were granted as per the ESUS Scheme. The stock unit grant will have a vesting schedule of three years, in the ratio of 30%-30%-40% starting one year from the date of the grant of the units. The Exercise Period would commence from the date of vesting and expire on completion of five years from the date of vesting of units.

The fair value of the underlying shares has been determined by an independent valuer. The calculation of fair value of grants is in accordance with the Black-Scholes options pricing model.

Particulars of units granted by the Company as at March 31, 2024 are given below:

The fair value of the units granted in FY2024 are given below:

The key assumptions used to estimate the fair value of units granted during FY2024 are given below:

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

INTEGRATED REPORTING

CHANGE IN NATURE OF BUSINESS, IF ANY

None

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has been in compliance with the applicable Secretarial Standards during FY2024.

COMMERCIAL PAPERS

The Company continues to meet the liquidity needs primarily through short-term borrowings through Commercial Papers (‘CPs') being commercially most optimal. The Company also continues to list its CPs on BSE Limited (‘BSE') on an on-going basis. Further, from FY2025, the Company has started to list few of its CPs with National Stock Exchange of India Limited (‘NSE').

MEANS OF COMMUNICATION

The Company's investor relations personnel respond to specific queries and play a proactive role in disseminating information to both analysts and investors. All information having a material bearing on the Company's share price is released as per regulatory requirements. The information is also disseminated to NSE and BSE from time to time.

The financial results, presentations made to the institutional investors or to the analysts, other information and various compliances as required/prescribed under Listing Regulations are filed electronically with NSE through NSE Electronic Application Processing System (NEAPS) and with BSE through BSE Listing Centre and are also available on their respective websites in addition to the Company's website. Additionally, the information is also disseminated to NSE/BSE by e-mail, as and when required.

The Company's quarterly financial results are published in English language national daily newspaper circulating in the whole or substantially the whole of India i.e. Business Standard/The Free Press Journal and in one daily newspaper published in the Marathi language i.e. Navshakti.

The Management's Discussion & Analysis forms part of the Annual Report.

General Shareholder Information

Financial Year: April 1, 2023 to March 31, 2024

Listing of equity shares on the Stock Exchanges

The Company has paid annual listing fees for FY2024 to NSE and BSE where its equity shares are listed. Further, the Company continues to make necessary payment of listing fees to BSE/NSE at the time of listing of Commercial Papers.

Market Price Information

The reported high and low closing prices and volume of equity shares of the Company traded from April 1, 2023 to March 31, 2024 on NSE and BSE are set out in the following table:

The performance of the Company's equity shares relative to the S&P BSE Sensitive Index (Sensex) and NIFTY 50 during the period April 1, 2023 to March 31, 2024 is given in the following charts:

Share Transfer System

KFin Technologies Limited is the Registrar and Share Transfer Agent of the Company. The Company's shares are compulsorily traded in demat mode on NSE and BSE.

Link Intime India Private Limited is the Registrar and Transfer Agent of the Company for the purpose of issuance of Commercial Papers.

The entire Promoters' holding is in dematerialised form and the same is in line with the directives issued by SEBI. As at March 31, 2024, the entire paid-up equity share capital of the Company is held in dematerialised form.

Registrar and Transfer Agents

The address of KFin Technologies Limited, the Company's Registrar and Share Transfer Agent is as follows:

KFin Technologies Limited Selenium Tower B, Plot 31 & 32,

Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad - 500 032, Telangana E-mail id: einward.ris@kfintech.com Toll Free No.: 1800-309-4001

Information on shareholding

Shareholding pattern of the Company at March 31, 2024:

Shareholders of the Company with more than 1% holding at March 31, 2024 (other than promoters of the Company)

Distribution of shareholding of the Company at March 31, 2024

Disclosures with respect to demat suspense account/ unclaimed suspense account

There were no shares lying in the demat suspense account/ unclaimed suspense account during FY2024.

Outstanding GDRs/ADRs/Warrants or any Convertible Instruments, conversion date and likely impact on equity

Not applicable

Commodity price risk or foreign exchange risk and hedging activities and disclosures as per the format prescribed, if applicable

The Company is exposed to foreign exchange risk on account of its proprietary positions. Also in the capacity of trading/clearing member, the Company is exposed to foreign exchange risk as well as commodity price risk on account of its customers' positions. Foreign exchange risk of proprietary positions is managed by applying the overall open position limit and various other risk limits approved by the Risk Management Committee. Commodity price risk and foreign exchange risk on customers' positions is mitigated by collecting upfront margins from customers and monitoring of customers' positions by marking them to market at regular interval.

Plant Locations

Not applicable