[6-K] ICICI Bank Limited Current Report (Foreign Issuer)
ICICI Bank reported the outcomes of its 31st Annual General Meeting and submitted a Consolidated Scrutinizer's Report covering remote e-voting and e-voting during the AGM. The filing lists ordinary and special business items that were considered, including declaration of a dividend for the year ended March 31, 2025, re-appointment of an executive director and joint statutory auditors, revisions in remuneration for three executive directors, extension of a two-year term for a whole-time director effective December 23, 2025, and multiple approvals for material related party transactions across FY2026–FY2027. The scrutinizer certified that all resolutions were passed with requisite majority on August 30, 2025, and notes that votes cast by related parties on Resolutions 12–24 were excluded.
ICICI Bank ha comunicato gli esiti della sua 31ª Assemblea Generale Annuale e ha depositato il Verbale Consolidato del Verificatore relativo al voto elettronico remoto e al voto elettronico svolto durante l'Assemblea. Il documento elenca le proposte ordinarie e straordinarie esaminate, tra cui la dichiarazione del dividendo per l'esercizio chiuso al 31 marzo 2025, la riconferma di un direttore esecutivo e dei revisori contabili congiunti, modifiche alla retribuzione di tre direttori esecutivi, la proroga biennale del mandato di un direttore a tempo pieno con decorrenza 23 dicembre 2025 e varie autorizzazioni per operazioni rilevanti con parti correlate per gli esercizi 2026–2027. Il verificatore ha attestato che tutte le risoluzioni sono state approvate con la maggioranza richiesta il 30 agosto 2025, osservando che i voti espressi dalle parti correlate sulle Risoluzioni 12–24 sono stati esclusi.
ICICI Bank informó los resultados de su 31ª Junta General Anual y presentó un Informe Consolidado del Escrutador que cubre el voto electrónico remoto y el voto electrónico durante la Junta. El documento detalla los asuntos ordinarios y extraordinarios tratados, incluida la declaración de dividendo para el ejercicio cerrado el 31 de marzo de 2025, la reelección de un director ejecutivo y de los auditores estatutarios conjuntos, ajustes en la remuneración de tres directores ejecutivos, la prórroga por dos años del mandato de un director a tiempo completo con vigencia desde el 23 de diciembre de 2025 y diversas aprobaciones para transacciones materialmente relacionadas con partes vinculadas para los ejercicios 2026–2027. El escrutador certificó que todas las resoluciones fueron aprobadas por la mayoría requerida el 30 de agosto de 2025 y señaló que los votos de las partes relacionadas en las Resoluciones 12–24 fueron excluidos.
ICICI 은행은 제31차 연례주주총회 결과를 공지하고 원격 전자투표 및 총회 중 전자투표를 포함한 통합 개표보고서를 제출했습니다. 제출 서류에는 2025년 3월 31일로 종료된 회계연도에 대한 배당금 선언, 한 명의 집행이사 및 공동 법정 감사인 재선임, 세 명의 집행이사 보수 변경, 2025년 12월 23일부로 시작되는 전임이사의 2년 임기 연장, 2026–2027 회계연도에 걸친 다수의 중요 관련자 거래 승인 등이 포함된 일반·특별 안건들이 열거되어 있습니다. 개표자는 모든 결의안이 2025년 8월 30일에 필요한 과반수로 가결되었음을 인증했으며, 결의안 12–24에 대해 관련 당사자들이 행사한 표는 제외되었다고 밝혔습니다.
ICICI Bank a annoncé les résultats de sa 31e assemblée générale annuelle et a déposé un rapport consolidé du scrutateur couvrant le vote électronique à distance et le vote électronique pendant l'assemblée. Le dossier énumère les points d'ordre du jour ordinaires et extraordinaires examinés, y compris la distribution d'un dividende pour l'exercice clos le 31 mars 2025, la réélection d'un administrateur exécutif et des commissaires aux comptes conjoints, des ajustements de la rémunération de trois administrateurs exécutifs, la prolongation de deux ans du mandat d'un administrateur à plein temps à compter du 23 décembre 2025, ainsi que plusieurs approbations de transactions importantes avec des parties liées pour les exercices 2026–2027. Le scrutateur a certifié que toutes les résolutions ont été adoptées à la majorité requise le 30 août 2025 et a précisé que les votes des parties liées sur les résolutions 12–24 ont été exclu.
ICICI Bank meldete die Ergebnisse ihrer 31. Hauptversammlung und legte einen konsolidierten Prüfungsbericht vor, der das Remote-eVoting und das eVoting während der Versammlung abdeckt. Die Einreichung listet die behandelten ordentlichen und außerordentlichen Tagesordnungspunkte auf, darunter die Festsetzung einer Dividende für das zum 31. März 2025 endende Geschäftsjahr, die Wiederbestellung eines geschäftsführenden Direktors und gemeinsamer Abschlussprüfer, Anpassungen der Vergütung von drei geschäftsführenden Direktoren, die zweijährige Verlängerung der Amtszeit eines Vollzeitdirektors mit Wirkung zum 23. Dezember 2025 sowie mehrere Zustimmungen zu wesentlichen Transaktionen mit nahestehenden Parteien für die Geschäftsjahre 2026–2027. Der Prüfer bestätigte, dass alle Beschlüsse am 30. August 2025 mit der erforderlichen Mehrheit angenommen wurden, und wies darauf hin, dass Stimmabgaben nahestehender Parteien zu den Beschlüssen 12–24 ausgeschlossen wurden.
- All resolutions certified as passed with requisite majority on August 30, 2025
- Declaration of dividend for the year ended March 31, 2025 (resolution approved)
- Re-appointment of joint statutory auditors B S R & Co. LLP and C N K & Associates LLP until the Thirty-Third AGM
- Re-appointment and term extension of key executives, including re-appointment of Mr. Sandeep Batra as Whole-time Director effective December 23, 2025
- Approvals for multiple material related party transaction frameworks covering FY2026–FY2027
- Voting tallies and turnout data are missing—the report contains repeated blank placeholders instead of numeric results
- Transparency concern: exclusion of related-party votes on Resolutions 12–24 reduces the visible shareholder vote pool and the report does not quantify the excluded votes
- Material details absent: no amounts disclosed for dividend, remuneration revisions, or scale of related-party exposures, preventing assessment of financial impact
Insights
TL;DR: Outcomes show routine corporate governance actions and approvals for related-party frameworks; no financial results disclosed.
The report documents procedural completion of the AGM and broad corporate approvals important for operational continuity: dividend declaration, auditor reappointments, director reappointments and remuneration revisions, and multi-year related-party mandates. These items are governance- and compliance-focused rather than performance disclosures. The absence of vote tallies or shareholder turnout data limits assessment of shareholder support intensity. Impact on financials will depend on implementation details (e.g., dividend quantum, remuneration amounts, scale of related-party exposure) which are not provided in this filing.
TL;DR: The filing records standard AGM approvals but lacks granular voting results, reducing transparency for stakeholders.
The scrutinizer confirms that resolutions passed with requisite majority and that related-party votes were excluded where required by regulation. Re-appointment of joint auditors and executive leadership decisions reflect continuity. However, the report omits numeric voting outcomes and turnout percentages that investors typically use to judge governance strength and dissent. The missing vote counts and repeated blank placeholders in the report are material to governance transparency even though the substantive approvals themselves are routine.
ICICI Bank ha comunicato gli esiti della sua 31ª Assemblea Generale Annuale e ha depositato il Verbale Consolidato del Verificatore relativo al voto elettronico remoto e al voto elettronico svolto durante l'Assemblea. Il documento elenca le proposte ordinarie e straordinarie esaminate, tra cui la dichiarazione del dividendo per l'esercizio chiuso al 31 marzo 2025, la riconferma di un direttore esecutivo e dei revisori contabili congiunti, modifiche alla retribuzione di tre direttori esecutivi, la proroga biennale del mandato di un direttore a tempo pieno con decorrenza 23 dicembre 2025 e varie autorizzazioni per operazioni rilevanti con parti correlate per gli esercizi 2026–2027. Il verificatore ha attestato che tutte le risoluzioni sono state approvate con la maggioranza richiesta il 30 agosto 2025, osservando che i voti espressi dalle parti correlate sulle Risoluzioni 12–24 sono stati esclusi.
ICICI Bank informó los resultados de su 31ª Junta General Anual y presentó un Informe Consolidado del Escrutador que cubre el voto electrónico remoto y el voto electrónico durante la Junta. El documento detalla los asuntos ordinarios y extraordinarios tratados, incluida la declaración de dividendo para el ejercicio cerrado el 31 de marzo de 2025, la reelección de un director ejecutivo y de los auditores estatutarios conjuntos, ajustes en la remuneración de tres directores ejecutivos, la prórroga por dos años del mandato de un director a tiempo completo con vigencia desde el 23 de diciembre de 2025 y diversas aprobaciones para transacciones materialmente relacionadas con partes vinculadas para los ejercicios 2026–2027. El escrutador certificó que todas las resoluciones fueron aprobadas por la mayoría requerida el 30 de agosto de 2025 y señaló que los votos de las partes relacionadas en las Resoluciones 12–24 fueron excluidos.
ICICI 은행은 제31차 연례주주총회 결과를 공지하고 원격 전자투표 및 총회 중 전자투표를 포함한 통합 개표보고서를 제출했습니다. 제출 서류에는 2025년 3월 31일로 종료된 회계연도에 대한 배당금 선언, 한 명의 집행이사 및 공동 법정 감사인 재선임, 세 명의 집행이사 보수 변경, 2025년 12월 23일부로 시작되는 전임이사의 2년 임기 연장, 2026–2027 회계연도에 걸친 다수의 중요 관련자 거래 승인 등이 포함된 일반·특별 안건들이 열거되어 있습니다. 개표자는 모든 결의안이 2025년 8월 30일에 필요한 과반수로 가결되었음을 인증했으며, 결의안 12–24에 대해 관련 당사자들이 행사한 표는 제외되었다고 밝혔습니다.
ICICI Bank a annoncé les résultats de sa 31e assemblée générale annuelle et a déposé un rapport consolidé du scrutateur couvrant le vote électronique à distance et le vote électronique pendant l'assemblée. Le dossier énumère les points d'ordre du jour ordinaires et extraordinaires examinés, y compris la distribution d'un dividende pour l'exercice clos le 31 mars 2025, la réélection d'un administrateur exécutif et des commissaires aux comptes conjoints, des ajustements de la rémunération de trois administrateurs exécutifs, la prolongation de deux ans du mandat d'un administrateur à plein temps à compter du 23 décembre 2025, ainsi que plusieurs approbations de transactions importantes avec des parties liées pour les exercices 2026–2027. Le scrutateur a certifié que toutes les résolutions ont été adoptées à la majorité requise le 30 août 2025 et a précisé que les votes des parties liées sur les résolutions 12–24 ont été exclu.
ICICI Bank meldete die Ergebnisse ihrer 31. Hauptversammlung und legte einen konsolidierten Prüfungsbericht vor, der das Remote-eVoting und das eVoting während der Versammlung abdeckt. Die Einreichung listet die behandelten ordentlichen und außerordentlichen Tagesordnungspunkte auf, darunter die Festsetzung einer Dividende für das zum 31. März 2025 endende Geschäftsjahr, die Wiederbestellung eines geschäftsführenden Direktors und gemeinsamer Abschlussprüfer, Anpassungen der Vergütung von drei geschäftsführenden Direktoren, die zweijährige Verlängerung der Amtszeit eines Vollzeitdirektors mit Wirkung zum 23. Dezember 2025 sowie mehrere Zustimmungen zu wesentlichen Transaktionen mit nahestehenden Parteien für die Geschäftsjahre 2026–2027. Der Prüfer bestätigte, dass alle Beschlüsse am 30. August 2025 mit der erforderlichen Mehrheit angenommen wurden, und wies darauf hin, dass Stimmabgaben nahestehender Parteien zu den Beschlüssen 12–24 ausgeschlossen wurden.
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
August 2025
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:
| 1. | Other news | |
| 2. | Summary of proceedings | |
| 3. | Consolidated Scrutinizer’s Report |
OTHER NEWS
Subject: Disclosure under Indian Listing Regulations – Outcome of Thirty-First Annual General Meeting
IBN
ICICI Bank Limited (the ‘Bank’) Report on Form 6-K
The Bank has made the below announcement to the Indian stock exchanges:
The Thirty-First Annual General Meeting of the Members of ICICI Bank Limited was held on Saturday, August 30, 2025 at 11:00 a.m. IST through Video Conferencing/Other Audio Visual Means.
We hereby submit the below mentioned documents:
| 1. | Summary of proceedings of the Thirty-First Annual General Meeting as required under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations); and |
| 2. | Consolidated Scrutinizer’s Report issued pursuant to the applicable provisions of the Companies Act, 2013 and rules made thereunder. |
The voting results in the format prescribed under Regulation 44 of the Listing Regulations will be submitted in XBRL mode.
Request you to take the above information on record.
ICICI Bank Limited ICICI Bank Towers Bandra-Kurla Complex Mumbai 400 051, India. | Tel.: 022- 4008 8900 Email:companysecretary@icicibank.com Website www.icicibank.com CIN.: L65190GJ1994PLC021012 | Regd. Office: ICICI Bank Tower, Near Chakli Circle, Old Padra Road, Vadodara 390007. India |
Summary of proceedings of the Thirty-First Annual General Meeting of ICICI Bank Limited (the Bank/Company) held on Saturday, August 30, 2025
The Thirty-First Annual General Meeting (AGM) of the Members of the Bank was held on Saturday, August 30, 2025 at 11:00 a.m. IST through Video Conferencing/Other Audio Visual Means (VC/OAVM).
Mr. Pradeep Kumar Sinha, Non-Executive (part-time) Chairperson of the Bank, chaired the Meeting.
The following Directors and Key Managerial Personnel were present:
| 1. | Mr. Pradeep Kumar Sinha, Independent Director, Non-Executive (part-time) Chairperson and Chairperson of the Corporate Social Responsibility Committee |
| 2. | Ms. Neelam Dhawan, Non-Executive Independent Director and Chairperson of the Board Governance, Remuneration & Nomination Committee; |
| 3. | Mr. Radhakrishnan Nair, Non-Executive Independent Director and Chairperson of the Fraud Monitoring Committee; |
| 4. | Mr. S. Madhavan, Non-Executive Independent Director and Chairperson of the Audit Committee; |
| 5. | Ms. Vibha Paul Rishi, Non-Executive Independent Director and Chairperson of the Stakeholders Relationship Committee and Customer Service Committee; |
| 6. | Mr. Rohit Bhasin, Non-Executive Independent Director and Chairperson of the Risk Committee; |
| 7. | Mr. Punit Sood, Non-Executive Independent Director; |
| 8. | Mr. Sandeep Bakhshi, Managing Director & Chief Executive Officer; |
| 9. | Mr. Sandeep Batra, Executive Director; |
| 10. | Mr. Rakesh Jha, Executive Director; |
| 11. | Mr. Ajay Kumar Gupta, Executive Director; |
| 12. | Mr. Anindya Banerjee, Group Chief Financial Officer; and |
| 13. | Ms. Prachiti Lalingkar, Company Secretary |
Mr. B. Sriram, Independent Director of the Bank was unable to attend the AGM due to unavoidable prior commitments.
The authorised representatives of M/s. B S R & Co. LLP, Chartered Accountants, M/s. C N K & Associates LLP, Chartered Accountants, M/s. Alwyn Jay & Co., Company Secretaries and M/s. Parikh Parekh & Associates, Company Secretaries were also present at the AGM.
The requisite quorum being present, the Chairperson declared the Meeting to be in order and welcomed the Members.
The Chairperson informed the Members that as required under Regulation 13 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, a certificate from M/s. Alwyn Jay & Co., Secretarial Auditor of the Bank for FY2025, stating that the Employees Stock Option Scheme 2000 and Employees Stock Unit Scheme 2022 of the Bank had been implemented in accordance with the said regulations, was obtained by the Bank and was available for inspection. He further informed that the statutory registers as required under the Companies Act, 2013 (“CA2013”), Auditors Report, Secretarial Audit Report and the documents referred in the Notice of AGM dated July 19, 2025 were open for inspection.
With the consent of the Members present, the Notice convening the Thirty-First AGM was taken as read.
The Chairperson informed the Members that there were no qualifications, observations or comments or other remarks in the Auditors’ Report on the financial transactions or matters, which have any adverse effect on the functioning of the Company.
The Chairperson also informed the Members that there were no qualifications, observations or comments or other remarks in the Secretarial Audit Report which have any material adverse effect on the functioning of the Company.
The Managing Director & Chief Executive Officer made a presentation to the Members of the Bank.
The Chairperson then invited the Members to express their views/ask questions pertaining to the Agenda of the Meeting.
Mr. Sandeep Bakhshi provided requisite clarification and information on the various queries raised by the Members.
The Chairperson informed the Members that pursuant to the provisions of Section 108 of the CA2013 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 & Disclosure Requirements) Regulations, 2015 (as amended), the Bank had extended the remote e-voting facility to the Members of the Bank in respect of the business to be transacted at the AGM. The Chairperson further informed that the remote e-voting facility had commenced on Tuesday, August 26, 2025 (9:00 a.m. IST) and ended on Friday, August 29, 2025 (5:00 p.m. IST). The Chairperson also informed that the Members holding shares as on the cut-off date i.e. August 23, 2025 and who had not cast
their vote by remote e-voting could exercise their right to cast their votes through e-voting which would remain open for fifteen minutes.
The Chairperson informed the Members that Ms. Vinita Nair of Vinod Kothari & Company, Practicing Company Secretaries was appointed as the scrutinizer for the remote e-voting prior to the AGM and for e-voting during the AGM.
The Chairperson authorised any Executive Director or the Company Secretary of the Bank to declare the voting results.
The Chairperson then thanked the Members for their support and co-operation and declared the Meeting as closed at 1:26 p.m. IST.
The following items of business were transacted through remote e-voting and through e-voting during the AGM:
Ordinary Business:
| 1. | Adoption of audited standalone and consolidated financial statements for the financial year ended March 31, 2025. | |
| 2. | Declaration of dividend on equity shares for the year ended March 31, 2025. | |
| 3. | Re-appointment of Mr. Sandeep Batra as a Director (DIN: 03620913), who retires by rotation and, being eligible, offers himself for re-appointment. | |
| 4. | Re-appointment of M/s. B S R & Co. LLP, Chartered Accountants (Registration No. 101248W/W100022) as one of the Joint Statutory Auditors of the Bank to hold office from the conclusion of Thirty-First AGM till the conclusion of the Thirty-Third AGM of the Bank. | |
| 5. | Re-appointment of M/s. C N K & Associates LLP, Chartered Accountants (Registration No. 101961W/W100036) as one of the Joint Statutory Auditors of the Bank to hold office from the conclusion of Thirty-First AGM till the conclusion of the Thirty-Third AGM of the Bank. |
Special Business:
| 6. | Appointment of M/s. Parikh Parekh & Associates, Company Secretaries (Firm Unique Code: P1987MH010000) as Secretarial Auditor of the Bank, to hold office for a term of five consecutive years, with effect from the financial year ending March 31, 2026 till the financial year ending March 31, 2030. |
| 7. | Revision in remuneration of Mr. Sandeep Bakhshi (DIN: 00109206), Managing Director & Chief Executive Officer of the Bank. | |
| 8. | Revision in remuneration of Mr. Sandeep Batra (DIN: 03620913), Executive Director of the Bank. | |
| 9. | Revision in remuneration of Mr. Rakesh Jha (DIN: 00042075), Executive Director of the Bank. | |
| 10. | Revision in remuneration of Mr. Ajay Kumar Gupta (DIN: 07580795), Executive Director of the Bank. | |
| 11. | Re-appointment of Mr. Sandeep Batra (DIN: 03620913), as a Whole-time Director (designated as Executive Director) of the Bank, for a period of two years with effect from December 23, 2025. | |
| 12. | Modification of earlier approved Material Related Party Transactions pertaining to foreign exchange and derivative transactions by the Bank with Related Party for FY2026. | |
| 13. | Material Related Party Transactions for purchase of additional shareholding of upto 2% of ICICI Prudential Asset Management Company Limited by the Bank. | |
| 14. | Material Related Party Transactions by ICICI Securities Primary Dealership Limited, Subsidiary of the Bank for FY2026. | |
| 15. | Material Related Party Transactions for (i) Investment in securities issued by the Related Parties (ii) Purchase/sale of securities from/to Related Parties in secondary market (issued by related or unrelated parties) by the Bank for FY2027. | |
| 16. | Material Related Party Transactions for granting of fund based and/or non-fund based credit facilities by the Bank to the Related Party for FY2027. | |
| 17. | Material Related Party Transactions for purchase/sale of loans by the Bank from/to the Related Party for FY2027. | |
| 18. | Material Related Party Transactions for undertaking repurchase (repo) transactions and other permitted short-term borrowing transactions by the Bank with the Related Parties for FY2027. |
| 19. | Material Related Party Transactions for undertaking reverse repurchase (reverse repo) transactions and other permitted short-term lending transactions by the Bank with the Related Parties for FY2027. | |
| 20. | Material Related Party Transactions pertaining to foreign exchange and derivative transactions by the Bank with the Related Parties for FY2027. | |
| 21. | Material Related Party Transactions for availing insurance services by the Bank from the Related Party for FY2027. | |
| 22. | Material Related Party Transactions for providing grant by the Bank to the Related Party for undertaking Corporate Social Responsibility (CSR) projects/activities of the Bank for FY2027. | |
| 23. | Material Related Party Transactions by ICICI Prudential Life Insurance Company Limited, Subsidiary of the Bank for FY2027. | |
| 24. | Material Related Party Transactions by ICICI Securities Primary Dealership Limited, Subsidiary of the Bank for FY2027. |
Basis the consolidated Scrutinizer’s report dated August 30, 2025, all resolutions as set out in the Notice of the AGM dated July 19, 2025 have been passed by the Members with requisite majority.
VINOD KOTHARI & COMPANY
Practicing Company Secretaries
403 – 406, Shreyas Chambers, 175, Dr. D. N. Road,
Fort, Mumbai – 400 001, India
Phone: 022 - 40056953| 022 – 6237 0959
Email: corplaw@vinodkothari.com
Web: www.vinodkothari.com
August 30, 2025
To,
The Chairperson,
ICICI Bank Limited
ICICI Bank Tower,
Near Chakli Circle,
Old Padra Road,
Vadodara, Gujarat- 390007
Sub: Consolidated Scrutinizer's Report on remote e-voting and e-voting carried out, pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 for the 31st Annual General Meeting ("AGM") of the Equity shareholders of ICICI Bank Limited ("Bank") held on Saturday, 30th August, 2025 at 11:00 a.m. through Video Conferencing /Other Audio Visual Means (“VC/OAVM”).
Dear Sir,
| 1. | I, Vinita Nair, Joint Managing Partner of Vinod Kothari & Company, Practicing Company Secretaries, (Membership No. FCS 10559/C.P. No. 11902) have been appointed as the Scrutinizer by the Board of Directors of the Bank at its meeting held on June 27, 2025 for the purpose of scrutinizing the remote e-voting prior to the AGM and e-voting during the AGM, pursuant to the Notice dated July 19, 2025 issued under Section 96, Section 108 and other applicable provisions, if any, of the Companies Act, 2013 (Act”) (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (“Rules”), as amended from time to time, read with General Circular 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. 09/2024 dated September 19, 2024 issued by the Ministry of Corporate Affairs (“MCA”) (hereinafter collectively referred to as (“MCA Circulars”) and as per Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), to transact the following ordinary and special businesses as contained in the Notice of the AGM. |
| 2. | In terms of Regulation 44 of the Listing Regulations and pursuant to Section 108 of the Act read with Rule 20 of the Rules in connection with all resolutions proposed at the 31st AGM, the Bank has availed services of National Securities Depository Limited (“NDSL”) and provided remote e-voting facility prior to the AGM and e-voting facility during the AGM to the equity shareholders of the Bank who could not vote earlier through remote e-voting facility provided by the Bank. |
Kolkata: B42, Metropolitan Cooperative Housing Society, Kolkata 700105
Delhi: Nukleus, 501 & 501A, 5th Floor, Salcon Rasvilas, District Centre, Saket, Delhi 110 017
Bengaluru: 4, Union Street, Infantry Rd, Shivaji Nagar, Bengaluru, Karnataka 560001
Page 1 of 29
| 3. | The Notice dated July 19, 2025 along with statement setting out material facts under Section 102 of the Act in respect of the businesses mentioned in the Notice and the Annual Report 2024-25, as confirmed by the Bank, was sent via e-mail to those Members whose e-mail addresses were registered with the Bank/Depository Participants. Additionally, a letter containing the web-link and QR code for accessing the Notice of the AGM and Annual Report 2024-25 was sent to those Members whose email addresses were not registered with the Bank/Depository Participants. |
| 4. | The shareholders of the Bank holding shares as on Saturday, August 23, 2025 (“Cut-off Date”) were entitled to vote on the businesses as contained in the Notice. The voting period for remote e-voting commenced on Tuesday, August 26, 2025 at 09:00 a.m. IST and ended on Friday, August 29, 2025 at 05:00 p.m. IST and the NSDL e-voting module was disabled thereafter. The NSDL e-voting platform was re-opened during the AGM for those members who had not cast their votes on the businesses as contained in the Notice through remote e-voting. The votes cast under remote e-voting facility and e-voting during the AGM were thereafter unblocked in the presence of two witnesses, viz., Ms. Palak Jaiswani and Ms. Heta Mehta, being Manager and Senior Executive of Vinod Kothari & Company, Practicing Company Secretaries. These witnesses are not in the employment of the Bank. |
| 5. | I have scrutinized and reviewed the votes cast through remote e-voting and e-voting during the AGM based on the data downloaded from the NSDL e-voting system and have maintained a register in which necessary entries have been made in accordance with the Rules, as amended. |
| 6. | The management of the Bank is responsible to ensure compliance with the requirements of the Act, Rules and the MCA Circulars and the Listing Regulations relating to remote e-voting and e-voting during the AGM on the businesses as contained in the Notice. |
| 7. | My responsibility as the Scrutinizer was restricted to scrutinize the e-voting process, in a fair and transparent manner and to prepare a Consolidated Scrutinizer's Report of the votes cast “IN FAVOUR” and “AGAINST” the businesses stated in the Notice, based on the reports generated from the NSDL e-voting system. |
| 8. | For those Members whose email IDs were not available, a Public Notice with regard to the Bank’s Annual General Meeting was published on August 6, 2025 in Financial Express (all editions), Business Standard (all editions), Indian Express (Vadodara edition) and on August 7, 2025 in Vadodara Samachar, inter-alia providing requisite information along with a web-link and QR code for accessing the Notice of the AGM and Annual Report 2024-25 and contact details for registering email IDs and queries on e-voting. |
| 9. | Pursuant to Regulation 23 of the Listing Regulations, voting by a related party of the Bank to approve Resolution Nos. 12 to 24 proposed in the AGM Notice have not been taken into consideration and regarded as invalid votes. |
| 10. | I, now submit my Scrutinizer Report on the results of the voting through the e-voting process in respect of the following: |
Page 2 of 29
Continuation Sheet
| Sr. No. | Type | Description of Resolution |
| Ordinary Business | ||
| 1. | Ordinary | Adoption of audited standalone and consolidated financial statements for the financial year ended March 31, 2025 together with the Reports of the Directors and Auditors thereon. |
| 2. | Ordinary | Declaration of dividend on equity shares for the year ended March 31, 2025 |
| 3. | Ordinary | Re-appointment of Mr. Sandeep Batra as a Director (DIN: 03620913), who retires by rotation and, being eligible, offers himself for re-appointment. |
| 4. | Ordinary | Re-appointment of M/s. B S R & Co. LLP, Chartered Accountants (Registration No. 101248W/W100022) as one of the Joint Statutory Auditors of the Bank, to hold office from the conclusion of Thirty-First AGM till the conclusion of the Thirty-Third AGM of the Bank |
| 5. | Ordinary | Re-appointment of M/s. C N K & Associates LLP, Chartered Accountants (Registration No. 101961W/W100036) as one of the Joint Statutory Auditors of the Bank, to hold office from the conclusion of Thirty-First AGM till the conclusion of the Thirty-Third AGM of the Bank |
| Special Business | ||
| 6. | Ordinary | Appointment of M/s. Parikh Parekh & Associates, Companies Secretaries (Firm Unique Code: P1987MH010000) as Secretarial Auditor of the Bank, to hold office for a term of five consecutive years, with effect from the financial year ending March 31, 2026 till the financial year ending March 31, 2030. |
| 7. | Ordinary | Revision in remuneration of Mr. Sandeep Bakhshi (DIN: 00109206), Managing Director & Chief Executive Officer of the Bank. |
| 8. | Ordinary | Revision in remuneration of Mr. Sandeep Batra (DIN: 03620913), Executive Director of the Bank. |
| 9. | Ordinary | Revision in remuneration of Mr. Rakesh Jha (DIN: 00042075), Executive Director of the Bank |
| 10. | Ordinary | Revision in remuneration of Mr. Ajay Kumar Gupta (DIN: 07580795), Executive Director of the Bank |
| 11. | Ordinary | Re-appointment of Mr. Sandeep Batra (DIN: 03620913) as a Whole-time Director (designated as Executive Director) of the Bank, for a period of two years with effect from December 23, 2025 |
| 12. | Ordinary | Modification of earlier approved Material Related Party Transactions pertaining to foreign exchange and derivative transactions by the Bank with the Related Party for FY2026 |
| 13. | Ordinary | Material Related Party Transactions for purchase of additional shareholding of upto 2% of ICICI Prudential Asset Management Company Limited by the Bank |
| 14. | Ordinary | Material Related Party Transactions by ICICI Securities Primary Dealership Limited, Subsidiary of the Bank for FY2026 |
| 15. | Ordinary | Material Related Party Transactions for (i) Investment in securities issued by the Related Parties (ii) Purchase/sale of securities from/to Related Parties in secondary market (issued by related or unrelated parties) by the Bank for FY2027 |
| 16. | Ordinary | Material Related Party Transactions for granting of fund based and/or non-fund based credit facilities by the Bank to the Related Party for FY2027 |
Page 3 of 29
Continuation Sheet
| Sr. No. | Type | Description of Resolution |
| 17. | Ordinary | Material Related Party Transactions for purchase/sale of loans by the Bank from/to the Related Party for FY2027 |
| 18. | Ordinary | Material Related Party Transactions for undertaking repurchase (repo) transactions and other permitted short-term borrowing transactions by the Bank with the Related Parties for FY2027 |
| 19. | Ordinary | Material Related Party Transactions for undertaking reverse repurchase (reverse repo) transactions and other permitted short-term lending transactions by the Bank with the Related Parties for FY2027 |
| 20. | Ordinary | Material Related Party Transactions pertaining to foreign exchange and derivative transactions by the Bank with the Related Parties for FY2027 |
| 21. | Ordinary | Material Related Party Transactions for availing insurance services by the Bank from the Related Party for FY2027 |
| 22. | Ordinary | Material Related Party Transactions for providing grant by the Bank to the Related Party for undertaking Corporate Social Responsibility (CSR) projects/activities of the Bank for FY2027 |
| 23. | Ordinary | Material Related Party Transactions by ICICI Prudential Life Insurance Company Limited, Subsidiary of the Bank for FY2027 |
| 24. | Ordinary | Material Related Party Transactions by ICICI Securities Primary Dealership Limited, Subsidiary of the Bank for FY2027 |
Page 4 of 29
Continuation Sheet
ORDINARY BUSINESS:
Resolution 1: Ordinary Resolution
Adoption of audited standalone and consolidated financial statements for the financial year ended March 31, 2025 together with the Reports of the Directors and the Auditors thereon
| (i) | Voted in favour of the resolution: |
| Particulars of Voting | Number of members voted | Number of valid votes cast by them | % of Total number of valid votes cast |
| Remote e-voting | 7300 | 4809792087 | |
| E-voting during the AGM | 4 | 130720 | |
| Total | 7304 | 4809922807 | 99.5072 |
| (ii) | Voted against the resolution: |
| Particulars of Voting | Number of members voted | Number of valid votes cast by them | % of Total number of valid votes cast |
| Remote e-voting | 96 | 23819760 | |
| E-voting during the AGM | 0 | 0 | |
| Total | 96 | 23819760 | 0.4928 |
| (iii) | Invalid votes: |
| Particulars of Voting | Number of members voted | Number of votes declared invalid |
| Remote e-voting | NIL | NIL |
| E-voting during the AGM | NIL | NIL |
| Total | NIL | NIL |
Page 5 of 29
Continuation Sheet
Resolution 2: Ordinary Resolution
Declaration of dividend on equity shares for the year ended March 31, 2025
| (i) | Voted in favour of the resolution: |
| Particulars of Voting | Number of members voted | Number of valid votes cast by them | % of Total number of valid votes cast |
| Remote e-voting | 7322 | 4838280031 | |
| E-voting during the AGM | 4 | 130720 | |
| Total | 7326 | 4838410751 | 99.9998 |
| (ii) | Voted against the resolution: |
| Particulars of Voting | Number of members voted | Number of valid votes cast by them | % of Total number of valid votes cast |
| Remote e-voting | 66 | 9327 | |
| E-voting during the AGM | 0 | 0 | |
| Total | 66 | 9327 | 0.0002 |
| (iii) | Invalid votes: |
| Particulars of Voting | Number of members voted | Number of votes declared invalid |
| Remote e-voting | NIL | NIL |
| E-voting during the AGM | NIL | NIL |
| Total | NIL | NIL |
Page 6 of 29
Continuation Sheet
Resolution 3: Ordinary Resolution
Re-appointment of Mr. Sandeep Batra as a Director (DIN: 03620913), who retires by rotation and, being eligible, offers himself for re-appointment
| (i) | Voted in favour of the resolution: |
| Particulars of Voting | Number of members voted | Number of valid votes cast by them | % of Total number of valid votes cast |
| Remote e-voting | 7056 | 4762022961 | |
| E-voting during the AGM | 4 | 130720 | |
| Total | 7060 | 4762153681 | 98.4294 |
| (ii) | Voted against the resolution: |
| Particulars of Voting | Number of members voted | Number of valid votes cast by them | % of Total number of valid votes cast |
| Remote e-voting | 301 | 75987177 | |
| E-voting during the AGM | 0 | 0 | |
| Total | 301 | 75987177 | 1.5706 |
| (ii) | Invalid votes: |
| Particulars of Voting | Number of members voted | Number of votes declared invalid |
| Remote e-voting | NIL | NIL |
| E-voting during the AGM | NIL | NIL |
| Total | NIL | NIL |
Page 7 of 29
Continuation Sheet
Resolution 4: Ordinary Resolution
Re-appointment of M/s. B S R & Co. LLP, Chartered Accountants (Registration No. 101248W/W100022) as one of the Joint Statutory Auditors of the Bank, to hold office from the conclusion of Thirty-First AGM till the conclusion of the Thirty-Third AGM of the Bank
| (i) | Voted in favour of the resolution: |
| Particulars of Voting | Number of members voted | Number of valid votes cast by them | % of Total number of valid votes cast |
| Remote e-voting | 7084 | 4802598496 | |
| E-voting during the AGM | 4 | 130720 | |
| Total | 7088 | 4802729216 | 99.2626 |
| (ii) | Voted against the resolution: |
| Particulars of Voting | Number of members voted | Number of valid votes cast by them | % of Total number of valid votes cast |
| Remote e-voting | 287 | 35679644 | |
| E-voting during the AGM | 0 | 0 | |
| Total | 287 | 35679644 | 0.7374 |
| (iii) | Invalid votes: |
| Particulars of Voting | Number of members voted | Number of votes declared invalid |
| Remote e-voting | NIL | NIL |
| E-voting during the AGM | NIL | NIL |
| Total | NIL | NIL |
Page 8 of 29
Continuation Sheet
Resolution 5: Ordinary Resolution
Re-appointment of M/s. C N K & Associates LLP, Chartered Accountants (Registration No. 101961W/W100036) as one of the Joint Statutory Auditors of the Bank, to hold office from the conclusion of Thirty-First AGM till the conclusion of the Thirty-Third AGM of the Bank
| (i) | Voted in favour of the resolution: |
| Particulars of Voting | Number of members voted | Number of valid votes cast by them | % of Total number of valid votes cast |
| Remote e-voting | 7078 | 4801801812 | |
| E-voting during the AGM | 4 | 130720 | |
| Total | 7082 | 4801932532 | 99.2460 |
| (ii) | Voted against the resolution: |
| Particulars of Voting | Number of members voted | Number of valid votes cast by them | % of Total number of valid votes cast |
| Remote e-voting | 283 | 36479981 | |
| E-voting during the AGM | 0 | 0 | |
| Total | 283 | 36479981 | 0.7540 |
| (iii) | Invalid votes: |
| Particulars of Voting | Number of members voted | Number of votes declared invalid |
| Remote e-voting | NIL | NIL |
| E-voting during the AGM | NIL | NIL |
| Total | NIL | NIL |
Page 9 of 29
Continuation Sheet
SPECIAL BUSINESS:
Resolution 6: Ordinary Resolution
Appointment of M/s. Parikh Parekh & Associates, Companies Secretaries (Firm Unique Code: P1987MH010000) as Secretarial Auditor of the Bank, to hold office for a term of five consecutive years, with effect from the financial year ending March 31, 2026 till the financial year ending March 31, 2030
| (i) | Voted in favour of the resolution: |
| Particulars of Voting | Number of members voted | Number of valid votes cast by them | % of Total number of valid votes cast |
| Remote e-voting | 7080 | 4798221412 | |
| E-voting during the AGM | 4 | 130720 | |
| Total | 7084 | 4798352132 | 99.2620 |
| (ii) | Voted against the resolution: |
| Particulars of Voting | Number of members voted | Number of valid votes cast by them | % of Total number of valid votes cast |
| Remote e-voting | 268 | 35674911 | |
| E-voting during the AGM | 0 | 0 | |
| Total | 268 | 35674911 | 0.7380 |
| (ii) | Invalid votes: |
| Particulars of Voting | Number of members voted | Number of votes declared invalid |
| Remote e-voting | NIL | NIL |
| E-voting during the AGM | NIL | NIL |
| Total | NIL | NIL |
Page 10 of 29
Continuation Sheet
Resolution 7: Ordinary Resolution
Revision in remuneration of Mr. Sandeep Bakhshi (DIN: 00109206), Managing Director & Chief Executive Officer of the Bank
| (i) | Voted in favour of the resolution: |
| Particulars of Voting | Number of members voted | Number of valid votes cast by them | % of Total number of valid votes cast |
| Remote e-voting | 7029 | 4823405920 | |
| E-voting during the AGM | 4 | 130720 | |
| Total | 7033 | 4823536640 | 99.6955 |
| (ii) | Voted against the resolution: |
| Particulars of Voting | Number of members voted | Number of valid votes cast by them | % of Total number of valid votes cast |
| Remote e-voting | 322 | 14732509 | |
| E-voting during the AGM | 0 | 0 | |
| Total | 322 | 14732509 | 0.3045 |
| (iii) | Invalid votes: |
| Particulars of Voting | Number of members voted | Number of votes declared invalid |
| Remote e-voting | NIL | NIL |
| E-voting during the AGM | NIL | NIL |
| Total | NIL | NIL |
Page 11 of 29
Continuation Sheet
Resolution 8: Ordinary Resolution
Revision in remuneration of Mr. Sandeep Batra (DIN: 03620913), Executive Director of the Bank
| (i) | Voted in favour of the resolution: |
| Particulars of Voting | Number of members voted | Number of valid votes cast by them | % of Total number of valid votes cast |
| Remote e-voting | 7012 | 4823498522 | |
| E-voting during the AGM | 4 | 130720 | |
| Total | 7016 | 4823629242 | 99.6972 |
| (ii) | Voted against the resolution: |
| Particulars of Voting | Number of members voted | Number of valid votes cast by them | % of Total number of valid votes cast |
| Remote e-voting | 343 | 14648667 | |
| E-voting during the AGM | 0 | 0 | |
| Total | 343 | 14648667 | 0.3028 |
| (iii) | Invalid votes: |
| Particulars of Voting | Number of members voted | Number of votes declared invalid |
| Remote e-voting | NIL | NIL |
| E-voting during the AGM | NIL | NIL |
| Total | NIL | NIL |
Page 12 of 29
Continuation Sheet
Resolution 9: Ordinary Resolution
Revision in remuneration of Mr. Rakesh Jha (DIN: 00042075), Executive Director of the Bank
| (i) | Voted in favour of the resolution: |
| Particulars of Voting | Number of members voted | Number of valid votes cast by them | % of Total number of valid votes cast |
| Remote e-voting | 7018 | 4823491272 | |
| E-voting during the AGM | 4 | 130720 | |
| Total | 7022 | 4823621992 | 99.6973 |
| (ii) | Voted against the resolution: |
| Particulars of Voting | Number of members voted | Number of valid votes cast by them | % of Total number of valid votes cast |
| Remote e-voting | 332 | 14647348 | |
| E-voting during the AGM | 0 | 0 | |
| Total | 332 | 14647348 | 0.3027 |
| (iii) | Invalid votes: |
| Particulars of Voting | Number of members voted | Number of votes declared invalid |
| Remote e-voting | NIL | NIL |
| E-voting during the AGM | NIL | NIL |
| Total | NIL | NIL |
Page 13 of 29
Continuation Sheet
Resolution 10: Ordinary Resolution
Revision in remuneration of Mr. Ajay Kumar Gupta (DIN: 07580795), Executive Director of the Bank
| (i) | Voted in favour of the resolution: |
| Particulars of Voting | Number of members voted | Number of valid votes cast by them | % of Total number of valid votes cast |
| Remote e-voting | 7014 | 4823397931 | |
| E-voting during the AGM | 4 | 130720 | |
| Total | 7018 | 4823528651 | 99.6955 |
| (ii) | Voted against the resolution: |
| Particulars of Voting | Number of members voted | Number of valid votes cast by them | % of Total number of valid votes cast |
| Remote e-voting | 333 | 14733073 | |
| E-voting during the AGM | 0 | 0 | |
| Total | 333 | 14733073 | 0.3045 |
| (iii) | Invalid votes: |
| Particulars of Voting | Number of members voted | Number of votes declared invalid |
| Remote e-voting | NIL | NIL |
| E-voting during the AGM | NIL | NIL |
| Total | NIL | NIL |
Page 14 of 29
Continuation Sheet
Resolution 11: Ordinary Resolution
Re-appointment of Mr. Sandeep Batra (DIN: 03620913) as a Whole-time Director (designated as Executive Director) of the Bank, for a period of two years with effect from December 23, 2025
| (i) | Voted in favour of the resolution: |
| Particulars of Voting | Number of members voted | Number of valid votes cast by them | % of Total number of valid votes cast |
| Remote e-voting | 7075 | 4791651835 | |
| E-voting during the AGM | 4 | 130720 | |
| Total | 7079 | 4791782555 | 99.0418 |
| (ii) | Voted against the resolution: |
| Particulars of Voting | Number of members voted | Number of valid votes cast by them | % of Total number of valid votes cast |
| Remote e-voting | 276 | 46356733 | |
| E-voting during the AGM | 0 | 0 | |
| Total | 276 | 46356733 | 0.9582 |
| (iii) | Invalid votes: |
| Particulars of Voting | Number of members voted | Number of votes declared invalid |
| Remote e-voting | NIL | NIL |
| E-voting during the AGM | NIL | NIL |
| Total | NIL | NIL |
Page 15 of 29
Continuation Sheet
Resolution 12: Ordinary Resolution
Modification of earlier approved Material Related Party Transactions pertaining to foreign exchange and derivative transactions by the Bank with the Related Party for FY2026
| (i) | Voted in favour of the resolution: |
| Particulars of Voting | Number of members voted | Number of valid votes cast by them | % of Total number of valid votes cast |
| Remote e-voting | 7181 | 4836288426 | |
| E-voting during the AGM | 4 | 130720 | |
| Total | 7185 | 4836419146 | 99.9991 |
| (ii) | Voted against the resolution: |
| Particulars of Voting | Number of members voted | Number of valid votes cast by them | % of Total number of valid votes cast |
| Remote e-voting | 141 | 45644 | |
| E-voting during the AGM | 0 | 0 | |
| Total | 141 | 45644 | 0.0009 |
| (iii) | Invalid votes: |
| Particulars of Voting | Number of members voted | Number of votes declared invalid |
| Remote e-voting | 1 | 681005 |
| E-voting during the AGM | 0 | 0 |
| Total | 1 | 681005 |
Page 16 of 29
Continuation Sheet
Resolution 13: Ordinary Resolution
Material Related Party Transactions for purchase of additional shareholding of upto 2% of ICICI Prudential Asset Management Company Limited by the Bank
| (i) | Voted in favour of the resolution: |
| Particulars of Voting | Number of members voted | Number of valid votes cast by them | % of Total number of valid votes cast |
| Remote e-voting | 7190 | 4836304921 | |
| E-voting during the AGM | 4 | 130720 | |
| Total | 7194 | 4836435641 | 99.9993 |
| (ii) | Voted against the resolution: |
| Particulars of Voting | Number of members voted | Number of valid votes cast by them | % of Total number of valid votes cast |
| Remote e-voting | 142 | 33968 | |
| E-voting during the AGM | 0 | 0 | |
| Total | 142 | 33968 | 0.0007 |
| (iii) | Invalid votes: |
| Particulars of Voting | Number of members voted | Number of votes declared invalid |
| Remote e-voting | 1 | 681005 |
| E-voting during the AGM | 0 | 0 |
| Total | 1 | 681005 |
Page 17 of 29
Continuation Sheet
Resolution 14: Ordinary Resolution
Material Related Party Transactions by ICICI Securities Primary Dealership Limited, Subsidiary of the Bank for FY2026
| (i) | Voted in favour of the resolution: |
| Particulars of Voting | Number of members voted | Number of valid votes cast by them | % of Total number of valid votes cast |
| Remote e-voting | 7186 | 4836325459 | |
| E-voting during the AGM | 4 | 130720 | |
| Total | 7190 | 4836456179 | 99.9993 |
| (ii) | Voted against the resolution: |
| Particulars of Voting | Number of members voted | Number of valid votes cast by them | % of Total number of valid votes cast |
| Remote e-voting | 139 | 32650 | |
| E-voting during the AGM | 0 | 0 | |
| Total | 139 | 32650 | 0.0007 |
| (iii) | Invalid votes: |
| Particulars of Voting | Number of members voted | Number of votes declared invalid |
| Remote e-voting | 1 | 681005 |
| E-voting during the AGM | 0 | 0 |
| Total | 1 | 681005 |
Page 18 of 29
Continuation Sheet
Resolution 15: Ordinary Resolution
Material Related Party Transactions for (i) Investment in securities issued by the Related Parties (ii) Purchase/sale of securities from/to Related Parties in secondary market (issued by related or unrelated parties) by the Bank for FY2027
| (i) | Voted in favour of the resolution: |
| Particulars of Voting | Number of members voted | Number of valid votes cast by them | % of Total number of valid votes cast |
| Remote e-voting | 7177 | 4836332445 | |
| E-voting during the AGM | 4 | 130720 | |
| Total | 7181 | 4836463165 | 99.9992 |
| (ii) | Voted against the resolution: |
| Particulars of Voting | Number of members voted | Number of valid votes cast by them | % of Total number of valid votes cast |
| Remote e-voting | 150 | 37688 | |
| E-voting during the AGM | 0 | 0 | |
| Total | 150 | 37688 | 0.0008 |
| (iii) | Invalid votes: |
| Particulars of Voting | Number of members voted | Number of votes declared invalid |
| Remote e-voting | 1 | 681005 |
| E-voting during the AGM | 0 | 0 |
| Total | 1 | 681005 |
Page 19 of 29
Continuation Sheet
Resolution 16: Ordinary Resolution
Material Related Party Transactions for granting of fund based and/or non-fund based credit facilities by the Bank to the Related Party for FY2027
| (i) | Voted in favour of the resolution: |
| Particulars of Voting | Number of members voted | Number of valid votes cast by them | % of Total number of valid votes cast |
| Remote e-voting | 7158 | 4836317821 | |
| E-voting during the AGM | 4 | 130720 | |
| Total | 7162 | 4836448541 | 99.9991 |
| (ii) | Voted against the resolution: |
| Particulars of Voting | Number of members voted | Number of valid votes cast by them | % of Total number of valid votes cast |
| Remote e-voting | 163 | 41571 | |
| E-voting during the AGM | 0 | 0 | |
| Total | 163 | 41571 | 0.0009 |
| (iii) | Invalid votes: |
| Particulars of Voting | Number of members voted | Number of votes declared invalid |
| Remote e-voting | 1 | 681005 |
| E-voting during the AGM | 0 | 0 |
| Total | 1 | 681005 |
Page 20 of 29
Continuation Sheet
Resolution 17: Ordinary Resolution
Material Related Party Transactions for purchase/sale of loans by the Bank from/to the Related Party for FY2027
| (i) | Voted in favour of the resolution: |
| Particulars of Voting | Number of members voted | Number of valid votes cast by them | % of Total number of valid votes cast |
| Remote e-voting | 7166 | 4836321142 | |
| E-voting during the AGM | 4 | 130720 | |
| Total | 7170 | 4836451862 | 99.9992 |
| (ii) | Voted against the resolution: |
| Particulars of Voting | Number of members voted | Number of valid votes cast by them | % of Total number of valid votes cast |
| Remote e-voting | 157 | 40449 | |
| E-voting during the AGM | 0 | 0 | |
| Total | 157 | 40449 | 0.0008 |
| (iii) | Invalid votes: |
| Particulars of Voting | Number of members voted | Number of votes declared invalid |
| Remote e-voting | 1 | 681005 |
| E-voting during the AGM | 0 | 0 |
| Total | 1 | 681005 |
Page 21 of 29
Continuation Sheet
Resolution 18: Ordinary Resolution
Material Related Party Transactions for undertaking repurchase (repo) transactions and other permitted short-term borrowing transactions by the Bank with the Related Parties for FY2027
| (i) | Voted in favour of the resolution: |
| Particulars of Voting | Number of members voted | Number of valid votes cast by them | % of Total number of valid votes cast |
| Remote e-voting | 7167 | 4836287704 | |
| E-voting during the AGM | 4 | 130720 | |
| Total | 7171 | 4836418424 | 99.9993 |
| (ii) | Voted against the resolution: |
| Particulars of Voting | Number of members voted | Number of valid votes cast by them | % of Total number of valid votes cast |
| Remote e-voting | 152 | 35772 | |
| E-voting during the AGM | 0 | 0 | |
| Total | 152 | 35772 | 0.0007 |
| (iii) | Invalid votes: |
| Particulars of Voting | Number of members voted | Number of votes declared invalid |
| Remote e-voting | 1 | 681005 |
| E-voting during the AGM | 0 | 0 |
| Total | 1 | 681005 |
Page 22 of 29
Continuation Sheet
Resolution 19: Ordinary Resolution
Material Related Party Transactions for undertaking reverse repurchase (reverse repo) transactions and other permitted short-term lending transactions by the Bank with the Related Parties for FY2027
| (i) | Voted in favour of the resolution: |
| Particulars of Voting | Number of members voted | Number of valid votes cast by them | % of Total number of valid votes cast |
| Remote e-voting | 7160 | 4836318399 | |
| E-voting during the AGM | 4 | 130720 | |
| Total | 7164 | 4836449119 | 99.9992 |
| (ii) | Voted against the resolution: |
| Particulars of Voting | Number of members voted | Number of valid votes cast by them | % of Total number of valid votes cast |
| Remote e-voting | 153 | 38543 | |
| E-voting during the AGM | 0 | 0 | |
| Total | 153 | 38543 | 0.0008 |
| (iii) | Invalid votes: |
| Particulars of Voting | Number of members voted | Number of votes declared invalid |
| Remote e-voting | 1 | 681005 |
| E-voting during the AGM | 0 | 0 |
| Total | 1 | 681005 |
Page 23 of 29
Continuation Sheet
Resolution 20: Ordinary Resolution
Material Related Party Transactions pertaining to foreign exchange and derivative transactions by the Bank with the Related Parties for FY2027
| (i) | Voted in favour of the resolution: |
| Particulars of Voting | Number of members voted | Number of valid votes cast by them | % of Total number of valid votes cast |
| Remote e-voting | 7169 | 4836321844 | |
| E-voting during the AGM | 4 | 130720 | |
| Total | 7173 | 4836452564 | 99.9992 |
| (ii) | Voted against the resolution: |
| Particulars of Voting | Number of members voted | Number of valid votes cast by them | % of Total number of valid votes cast |
| Remote e-voting | 148 | 39437 | |
| E-voting during the AGM | 0 | 0 | |
| Total | 148 | 39437 | 0.0008 |
| (iii) | Invalid votes: |
| Particulars of Voting | Number of members voted | Number of votes declared invalid |
| Remote e-voting | 1 | 681005 |
| E-voting during the AGM | 0 | 0 |
| Total | 1 | 681005 |
Page 24 of 29
Continuation Sheet
Resolution 21: Ordinary Resolution
Material Related Party Transactions for availing insurance services by the Bank from the Related Party for FY2027
| (i) | Voted in favour of the resolution: |
| Particulars of Voting | Number of members voted | Number of valid votes cast by them | % of Total number of valid votes cast |
| Remote e-voting | 7177 | 4836324199 | |
| E-voting during the AGM | 4 | 130720 | |
| Total | 7181 | 4836454919 | 99.9992 |
| (ii) | Voted against the resolution: |
| Particulars of Voting | Number of members voted | Number of valid votes cast by them | % of Total number of valid votes cast |
| Remote e-voting | 143 | 37359 | |
| E-voting during the AGM | 0 | 0 | |
| Total | 143 | 37359 | 0.0008 |
| (iii) | Invalid votes: |
| Particulars of Voting | Number of members voted | Number of votes declared invalid |
| Remote e-voting | 1 | 681005 |
| E-voting during the AGM | 0 | 0 |
| Total | 1 | 681005 |
Page 25 of 29
Continuation Sheet
Resolution 22: Ordinary Resolution
Material Related Party Transactions for providing grant by the Bank to the Related Party for undertaking Corporate Social Responsibility (CSR) projects/activities of the Bank for FY2027
| (i) | Voted in favour of the resolution: |
| Particulars of Voting | Number of members voted | Number of valid votes cast by them | % of Total number of valid votes cast |
| Remote e-voting | 7173 | 4836298378 | |
| E-voting during the AGM | 4 | 130720 | |
| Total | 7177 | 4836429098 | 99.9992 |
| (ii) | Voted against the resolution: |
| Particulars of Voting | Number of members voted | Number of valid votes cast by them | % of Total number of valid votes cast |
| Remote e-voting | 146 | 37346 | |
| E-voting during the AGM | 0 | 0 | |
| Total | 146 | 37346 | 0.0008 |
| (iii) | Invalid votes: |
| Particulars of Voting | Number of members voted | Number of votes declared invalid |
| Remote e-voting | 1 | 681005 |
| E-voting during the AGM | 0 | 0 |
| Total | 1 | 681005 |
Page 26 of 29
Continuation Sheet
Resolution 23: Ordinary Resolution
Material Related Party Transactions by ICICI Prudential Life Insurance Company Limited, Subsidiary of the Bank for FY2027
| (i) | Voted in favour of the resolution: |
| Particulars of Voting | Number of members voted | Number of valid votes cast by them | % of Total number of valid votes cast |
| Remote e-voting | 7182 | 4836336369 | |
| E-voting during the AGM | 4 | 130720 | |
| Total | 7186 | 4836467089 | 99.9993 |
| (ii) | Voted against the resolution: |
| Particulars of Voting | Number of members voted | Number of valid votes cast by them | % of Total number of valid votes cast |
| Remote e-voting | 141 | 35435 | |
| E-voting during the AGM | 0 | 0 | |
| Total | 141 | 35435 | 0.0007 |
| (iii) | Invalid votes: |
| Particulars of Voting | Number of members voted | Number of votes declared invalid |
| Remote e-voting | 1 | 681005 |
| E-voting during the AGM | 0 | 0 |
| Total | 1 | 681005 |
Page 27 of 29
Continuation Sheet
Resolution 24: Ordinary Resolution
Material Related Party Transactions by ICICI Securities Primary Dealership Limited, Subsidiary of the Bank for FY2027
| (i) | Voted in favour of the resolution: |
| Particulars of Voting | Number of members voted | Number of valid votes cast by them | % of Total number of valid votes cast |
| Remote e-voting | 7185 | 4836325346 | |
| E-voting during the AGM | 4 | 130720 | |
| Total | 7189 | 4836456066 | 99.9993 |
| (ii) | Voted against the resolution: |
| Particulars of Voting | Number of members voted | Number of valid votes cast by them | % of Total number of valid votes cast |
| Remote e-voting | 145 | 35003 | |
| E-voting during the AGM | 0 | 0 | |
| Total | 145 | 35003 | 0.0007 |
| (iii) | Invalid votes: |
| Particulars of Voting | Number of members voted | Number of votes declared invalid |
| Remote e-voting | 1 | 681005 |
| E-voting during the AGM | 0 | 0 |
| Total | 1 | 681005 |
Page 28 of 29
Continuation Sheet
| 11. | Percentage have been taken upto four decimal places. |
| 12. | In view of the above scrutiny, I hereby certify that all the above Resolutions have been passed with requisite majority on August 30, 2025. |
| 13. | The electronic data and all other relevant records relating to voting by electronic means are under my safe custody and will be handed over after the Chairperson considers, approves and signs the minutes of the AGM, to Ms. Prachiti Lalingkar, Company Secretary, for safe keeping. |
|
Date: August 30, 2025
Countersigned |
For Vinod Kothari & Company
| |
| /s/ Prachiti Lalingkar | /s/ Vinita Nai | |
| Prachiti Lalingkar Company Secretary ICICI Bank Limited ACS: 20744 |
Vinita Nair Joint Managing Partner FCS: 10559 COP: 11902 UDIN: F010559G001123000 |
Page 29 of 29
Continuation Sheet
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorised.
For ICICI Bank Limited |
||||
| Date | : August 30, 2025 |
By: | /s/ Prachiti Lalingkar | |
| Name : | Prachiti Lalingkar | |||
| Title : | Company Secretary | |||
ICICI Bank Limited ICICI Bank Towers Bandra-Kurla Complex Mumbai 400 051, India. | Tel.: 022- 4008 8900 Email:companysecretary@icicibank.com Website www.icicibank.com CIN.: L65190GJ1994PLC021012 | Regd. Office: ICICI Bank Tower, Near Chakli Circle, Old Padra Road, Vadodara 390007. India |
FAQ
What were the key items approved at ICICI Bank's 31st AGM (IBN)?
Did the scrutinizer confirm the resolutions were passed at ICICI Bank's AGM?
Are the numeric vote counts and shareholder turnout available in the report?
Were votes by related parties counted for all resolutions?
Who was the appointed Scrutinizer for the ICICI Bank AGM?
