ICICI BANK LTD

I-Process Services (India) Limited (formerly known as I-Process Services (India) Private Limited) (“iProcess”) has a service provider agreement only with the Bank to provide manpower-based support services across sales, marketing, data entry, operations and collection functions. At March 31, 2023, the Bank held 19.0% of the shareholding in iProcess. During fiscal 2024, the Bank purchased the remaining equity shares of iProcess and, consequently, iProcess became a wholly owned subsidiary of the Bank effective March 22, 2024. iProcess earned a net profit of Rs. 0.1 billion during fiscal 2026 compared to a net profit of Rs. 0.3 billion during fiscal 2025.

Our subsidiary ICICI Venture Funds Management Company Limited is a diversified specialist alternative asset manager with a presence across private equity, venture capital, real estate, infrastructure and special situations. ICICI Venture Funds Management Company Limited earned a net profit of Rs. 1.5 billion in fiscal 2026 compared to a net profit of Rs. 0.2 billion in fiscal 2025.

On May 8, 2025, ICICI Venture Funds Management Company Limited’s Board of Directors and ICICI Prudential Asset Management Company Limited’s Board of Directors, in their respective meetings, approved, in principle, a proposal to transfer the private equity, venture capital and real estate fund management business of ICICI Venture Funds Management Company Limited to ICICI Prudential Asset Management Company Limited. Following the receipt of requisite approvals, the transaction has been completed and the requisite agreements in this regard have been executed by ICICI Prudential Asset Management Company Limited with ICICI Venture Funds Management Company Limited. Accordingly, effective April 1, 2026, ICICI Prudential Asset Management Company Limited is providing investment management services to the transferred funds. The transaction enabled the offering of an integrated full range of investment asset classes, including private equity, by ICICI Prudential Asset Management Company Limited. ICICI Venture Funds Management Company Limited continues to undertake certain advisory activities as well as manage certain residual funds.

We provide asset management services through our subsidiary, ICICI Prudential Asset Management Company Limited. ICICI Prudential Asset Management Company Limited is a joint venture with PCHL. We had 53.0% interest in the entity and PCHL owned 34.6% at March 31, 2026. ICICI Prudential Asset Management Company Limited also provides portfolio management services and advisory services to clients. ICICI Prudential Asset Management Company Limited earned a net profit of Rs. 33.0 billion during fiscal 2026 compared to a net profit of Rs. 26.5 billion during fiscal 2025.

In February 2025, the Bank’s joint venture partner, PCHL, made an announcement regarding a potential listing and partial divestment of its stake in ICICI Prudential Asset Management Company Limited, subject to market conditions, requisite approvals and other considerations. In June 2025, the Board approved the purchase of up to 2.0% additional shareholding in the ICICI Prudential Asset Management Company Limited. Following the receipt of requisite approvals, the Bank purchased 2.0% additional shareholding from PCHL. This purchase was primarily for the purposes of maintaining the Bank’s majority

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shareholding in ICICI Prudential Asset Management Company Limited were it to grant stock-based compensation. Effective December 19, 2025, ICICI Prudential Asset Management Company Limited is listed on Bombay Stock Exchange and National Stock Exchange.

ICICI Pension Fund Management Limited (“ICICI PFM”) is a registered pension fund manager under the National Pension System. National Pension System is a voluntary defined contribution pension system administered and regulated by the Pension Funds Regulatory and Development Authority (“PFRDA”). PFRDA has also provided approval to ICICI PFM to act as a ‘point of presence’ under National Pension System for distribution and servicing through physical as well as online channels. ICICI PFM had a net loss of Rs. 0.09 billion in fiscal 2026 compared to a net loss of Rs. 0.04 billion in fiscal 2025.

The Board at its meeting held on July 19, 2025 approved the acquisition of 100% shareholding in ICICI Prudential Pension Funds Management Company Limited from ICICI Prudential Life Insurance Company Limited to make ICICI PFM a wholly owned subsidiary of the Bank, subject to the Reserve Bank of India, PFRDA and other necessary approvals. The ICICI Prudential Life Insurance Company Limited’s Board of Directors have, at their meeting on July 19, 2025, approved the sale of 100% of equity shareholding held in ICICI Prudential Pension Funds Management Company Limited to the Bank, subject to approval of the regulatory and statutory authorities, as per applicable regulations. Following the receipt of requisite approvals, the Bank executed, on January 12, 2026, a share purchase agreement with ICICI Prudential Life Insurance Company Limited and ICICI PFM and the Bank acquired 100% shareholding in ICICI PFM. Accordingly, ICICI PFM is now a wholly owned subsidiary of the Bank.

We provide a wide range of insurance products and services through our subsidiaries, ICICI Prudential Life Insurance Company Limited and ICICI Lombard General Insurance Company Limited. Both ICICI Prudential Life Insurance Company Limited and ICICI Lombard General Insurance Company Limited are listed on relevant Indian stock exchanges.

At March 31, 2026, our share ownership in ICICI Prudential Life Insurance Company Limited was 50.9% while PCHL held 21.9%. The Board, at its meeting held in February 2026, approved purchase of up to 2.0% additional shareholding in its subsidiary, ICICI Prudential Life Insurance Company Limited. Following the receipt of requisite approvals, the Bank has, through multiple tranches executed between July 22, 2026 and September 2, 2026, completed the purchase of approximately 2.0% of ICICI Life’s equity share capital at June 30, 2026, through the stock exchange mechanism. Following this, the Bank’s shareholding in ICICI Life stands at approximately 52.8%. This purchase was primarily towards maintaining the Bank’s majority shareholding in the event of exercise of stock-based compensation of ICICI Prudential Life Insurance Company Limited.

PCHL entered into definitive agreements on May 17, 2026, pursuant to which PCHL has agreed to acquire a 75% stake in Bharti Life Insurance Company Limited, subject to receipt of applicable regulatory approvals and satisfaction of certain conditions. Consequently, ICICI Prudential Life Insurance Company Limited has applied to IRDAI for

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the reclassification of PCHL from ‘promoter’ to ‘investor’, along with a proposal to change the name of the company from ‘ICICI Prudential Life Insurance Company Limited’ to ‘ICICI Life Insurance Limited’. On August 7, 2026, IRDAI provided the approval for name change of ‘ICICI Prudential Life Insurance Company Limited’ to ‘ICICI Life Insurance Limited’. The Board of Directors, at its meeting held on August 13, 2026, approved the proposed change in name of the company from ‘ICICI Prudential Life Insurance Company Limited’ to ‘ICICI Life Insurance Limited’ and the consequent alterations to the Memorandum of Association and the Articles of Association, subject to approval of the shareholders and other applicable regulatory approvals.

ICICI Prudential Life Insurance Company Limited had assets under management of Rs. 3.14 trillion at March 31, 2026. As per data published by Life Insurance Council, its sum assured market share on overall and private market basis is 11.4% and 14.1% respectively in fiscal 2026. The total premium grew by 8.5% year-on-year from Rs. 489.5 billion in fiscal 2025 to Rs. 531.2 billion in fiscal 2026. Within product segments, contribution from retail protection business on annualized premium equivalent basis, increased from 5.7% in fiscal 2025 to 7.4% in fiscal 2026 in part aided by Goods and Services Tax (“GST”) reforms effective September 22, 2025. The value of new business, which is a key profitability metric, measures the present value of future profits from the new business written during the period, grew by 10.9% year-on-year from Rs. 23.7 billion in fiscal 2025 to Rs. 26.3 billion in fiscal 2026. With an annualized premium equivalent of Rs. 106.4 billion, the value of new business margin (the ratio of value of new business to annualized premium equivalent) for the same period was 24.7%. The growth in value of new business was led by improvement in new business profile and economic assumption changes and was partly offset by operating assumption changes primarily due to unavailability of input tax credit. The new business profile comprises the impact of differences in mix of product segments or distribution channel or customer profile and product repricing, amongst others. The profit after tax of ICICI Prudential Life Insurance Company Limited grew by 34.6% year-on-year from Rs. 11.9 billion in fiscal 2025 to Rs. 16.0 billion in fiscal 2026, primarily driven by higher investment income from Shareholders’ funds, which includes a gain of Rs. 1.1 billion realized from sale of 100% equity shareholding in ICICI PFM. Excluding the sale transaction, PAT grew by 25.0% year-on-year for fiscal 2026.

See also “- III. - 3. - (5) - (a) Additional capital requirements of our insurance subsidiaries or our inability to monetize a part of our shareholding or make further investments in these companies as required may adversely impact our business and the prices of our equity shares and ADSs”, “- III. - 3. - (5) - (b) While our insurance businesses are an important part of our business, there can be no assurance of their future rates of growth or levels of profitability” and “- III. - 4. - Operating Results Data - (10) - (f) Life Insurance”.

During fiscal 2026, ICICI Lombard General Insurance Company Limited was ranked as the second largest general insurance company in the country with a market share of 8.5% based on gross direct premium as per the data published by IRDAI. Our share ownership in ICICI Lombard General Insurance Company was 51.6% at March 31, 2025. ICICI Lombard General Insurance Company Limited earned a net profit of Rs. 27.7 billion in fiscal 2026 as compared to a net profit of Rs. 25.1 billion in fiscal 2025.

In May 2023, the Board approved acquisition of up to 4.0% of ICICI Lombard General Insurance Company Limited’s shareholding, to make it a subsidiary of the Bank,

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subject to receipt of necessary regulatory approvals. The Bank received regulatory approval and has issued letters of comfort in favor of IRDAI, on behalf of ICICI Lombard General Insurance Company Limited, wherein it has given an undertaking to infuse capital, if required by ICICI Lombard General Insurance Company Limited in proportion to its shareholding in ICICI Lombard General Insurance Company Limited, to meet the minimum regulatory solvency requirement. During fiscal 2024, through a series of stock exchanges, the Bank acquired additional stake in ICICI Lombard General Insurance Company Limited in multiple tranches, resulting in an increase in shareholding to more than 50.0%. Consequently, ICICI Lombard General Insurance Company ceased to be an affiliate and became a subsidiary of the Bank effective February 29, 2024.

IRDAI issued regulations on registration of corporate agents for the sale of insurance products. As per the regulations, a corporate agent can partner/tie-up with up to nine insurance companies each in life, non-life and health insurance sectors for the distribution of insurance products. We have entered into an agreement with our insurance subsidiaries, ICICI Prudential Life Insurance Company Limited and ICICI Lombard General Insurance Company Limited and operate as a corporate agent for these companies and distribute general insurance and selective life insurance products through our branches, phone banking and digital channels and earn commissions from these subsidiaries.

(c) Risk Management

[“Risk Management” has been inserted here from pages 77 ~ 100 of Form 20-F.]

As a financial intermediary, we are exposed to risks that are particular to our lending, transaction banking and trading businesses and the environment within which we operate. Our goal in risk management is to ensure that we understand, measure, monitor and manage the various risks that arise and that the organization adheres to the policies and processes which are established to address these risks.

The risk management framework forms the basis for developing consistent risk principles across the Bank and its overseas banking subsidiaries. The Board approves the Enterprise Risk Management and Risk Appetite Framework and thresholds/limits structure under which various business lines operate. The key principles underlying our risk management framework are as follows:

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We are primarily exposed to credit risk, market risk, liquidity risk, operational risk, technology risk, compliance risk, Cyber Security risk and reputation risk. We have centralized groups, the Risk Management Group, the Information Security Group, the Compliance Group, the Legal Group and the Internal Audit Group with a mandate to identify, assess and monitor all of our principal risks in accordance with well-defined policies and procedures. In addition, the Operations Group and Treasury Monitoring and Reporting Group monitor operational adherence to regulations, policies, terms of limit approved and other internal approvals.

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The Risk Management Group is further organized into the Credit Risk Management Group, Market Risk Management Group (including the Treasury Monitoring and Reporting Group), Operational Risk Management Group, Model Risk & Validation Group, Fraud Risk Management Group and Special Investigation Unit Group. The Risk Management Group is headed by the Group Chief Risk Officer, who reports to the Risk Committee. The Credit Monitoring Group is responsible for monitoring the credit profile of the borrowers based on the transactional data/documents. The Information Security Group is tasked with overseeing risk related to information security across the Bank. The Heads of the Compliance Group and the Internal Audit Group report to the Audit Committee of the Board of Directors. The Risk Management Group, Compliance Group and Internal Audit Group have administrative reporting to the Executive Director. The Operations Group and Information Security Group report to the Executive Director. These groups are independent of the business units.

Credit risk is the risk of loss that may occur from the failure of any party to abide by the terms and conditions of any contract, principally the failure to make required payments of amounts due to us. In its lending operations, the Bank is principally exposed to credit risk.

Credit risk management is governed by the Credit and Recovery Policy (“Credit Policy”) approved by the Board. The Credit Policy outlines the type of products that can be offered, customer categories and sets forth the credit approval process, credit administration, credit limits and other relevant matteRs.

The Bank measures, monitors and manages credit risk at an individual borrower level and at the portfolio level for retail borrowers. The Bank has a structured and standardized credit approval process, which includes a well-established procedure of credit appraisal.

The Bank has established a risk appetite and limit structure, with respect to credit risk, and specifically concentration risk, which includes the following measures:

The Credit Committee of the Board reviews the portfolio and large exposure groups. The Bank has a dedicated group, namely the Financial Crime Prevention Group, for overseeing and handling the fraud prevention, detection, investigation, monitoring and awareness creation activities.

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