ICICI Securities Ltd Directors Report

Note: Figures in parenthesis are negative

APPROPRIATIONS

Your Company has 65,340.2 million available for appropriation, comprising total comprehensive income of

16,947.1 million for FY2026 and balance of 48,393.1 million brought forward from the previous financial year.

* (369.6) million as at March 31, 2026 [ (269.2) million as at March 31, 2025] out of the total amount available for appropriation pertains to other comprehensive income which is not available for distribution as dividend.

DIVIDEND

The recommendation of final dividend would result in dividend pay-out ratio of 39.8% of the standalone profits. The dividend proposal takes into account various factors laid out in Dividend Policy, including the capital requirement of the Business and is in accordance with the Board approved Dividend Distribution Policy.

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.

During FY2026, dividend amount of 3,03,808/- remaining unclaimed for a period of seven years from the date of its transfer to the Unpaid Dividend Accounts of the Company has been transferred to the 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, Siddhanth Nimbalkar, Assistant Vice President,

Secretarial is the Deputy Nodal Officer to assist the Nodal Officer in connection with the verification of claims for co-ordination with IEPF Authority. The said details can be viewed at:

https://www.icicisecurities.com/Upload/

ArticleAttachments/Details_of_Nodal_Deputy_Nodal_ officer_of_the_Company_for_coordination_with_IEPF.pdf

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

At March 31, 2026, 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 FY2026, 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/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, Corporate 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 Companys 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 relevant process notes are approved by Process Approval Committee. These Groups and Committees review the product/service through the lenses of regulatory compliance, risk management and integration with the existing risk management systems.

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 and Head

Legal/Chairman of Audit Committee without necessarily informing his/her supervisors, 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 Companies

Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the rules framed thereunder.

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.

The details of establishment of the Whistle Blower Policy/

Vigil Mechanism have been disclosed on the website of the Company. The Whistle Blower Policy can be viewed at the following link:

https://www.icicisecurities.com/Upload/ArticleImages/ Whistleblower_Policy.pdf

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.

No fraud was reported by the auditors under Section 143 (12) of the Act.

ANNUAL RETURN

The annual return for FY2026 comprising of the information available upto the date of this report can be viewed at the following link: https://www.icicisecurities.com/Upload/ ArticleAttachments/Annual_Return_for_FY2026.pdf

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

The share capital of the Company as at March 31, 2026 stood at 1,208,263,460/-.

ISSUANCE AND LISTING OF THE NON-CONVERTIBLE DEBENTURES OF THE COMPANY

During the year, the Company issued and allotted 50,000 fully paid, unsecured, rated, listed, redeemable, non-convertible debentures (‘NCDs) of face value of 1,00,000/- each, aggregating to 5,000 million. The said NCDs are listed on National Stock Exchange of India Limited.

PUBLIC DEPOSITS

The 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.

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

Details of Related Party Transactions, as required to be disclosed by Indian Accounting Standard – 24 on "Related

Party Disclosures" specified under Section 133 of the Act, read with the Companies (Indian Accounting Standards)

Rules, 2015, are disclosed in the notes to the financial statements, which forms part of the Annual Report.

Related Party Disclosure as per Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the rules framed thereunder is as follows:

o The Company has not advanced any loans or advances in the nature of loans to subsidiaries, associates or firms/companies in which directors are interested.

o Disclosures of transactions of the listed entity with any person or entity belonging to the promoter/promoter group which hold(s) 10% or more shareholding in the listed entity, are disclosed in the details of related party transactions in the notes to the financial statements, which forms part of the Annual Report.

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, 2026 consists of ten Directors, out of which five are Independent

Directors, two are Non-Executive Non-Independent

Directors and three are Whole-time Directors.

As at the end of FY2026, T.K. Srirang (DIN: 10594104), Managing Director & CEO, Ajay Saraf (DIN: 00074885), Executive Director, Prasanna Balachander (DIN: 02257744),

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, vide circular resolution passed on

April 4, 2025, pursuant to the provisions of Section 161 of the Act, appointed Ajay Kumar Gupta (DIN: 07580795) as an Additional Director on the Board of Directors of the Company with effect from April 4, 2025, subject to necessary regulatory approvals. Further, the Board of Directors, at its meeting held on April 15, 2025, based on the notice received from a Member under Section 160 of the Act and the recommendation of the Nomination & Remuneration Committee and subject to the approval of the shareholders, appointed Ajay Kumar Gupta

(DIN: 07580795) as a Non-Executive Non-Independent

Director of the Company with effect from the date on which the resolution is passed by the shareholders. The Members of the Company, at the Annual General Meeting held on June 27, 2025, approved the appointment of Ajay Kumar Gupta (DIN: 07580795) as a Non-Executive Non-

Independent Director of the Company, liable to retire by rotation, with effect from the date of the Annual General Meeting, by way of ordinary resolution.

The Board of Directors, at its meeting held on August 5, 2025, based on the notice received from a Member under Section 160 of the Act and the recommendation of the Nomination & Remuneration Committee, appointed

Prasanna Balachander (DIN: 02257744) as an Additional

Director (in the category of Executive Director) on the

Board of Directors of the Company with effect from the date of receipt of regulatory approvals. Further, the Board of Directors, at its meeting held on August 5, 2025, based on the recommendation of the Nomination & Remuneration Committee, also approved the appointment of Prasanna

Balachander (DIN: 02257744) as the Executive Director of the Company with effect from the date of receipt of regulatory approvals to June 30, 2028 and fixed his remuneration, subject to the approval of the Members of the Company and also designated him as one of the Key Managerial Personnel of the Company. The regulatory approval was received on September 1, 2025. Additionally, the Board of Directors, at its meeting held on August 5, 2025, based on the recommendation of the Nomination &

Remuneration Committee, also approved the appointment of Prasanna Balachander (DIN: 02257744) as a Director (in the category of Executive Director) of the Company with effect from the date of receipt of approval of the Members of the Company. The Members of the

Company, at the Extra Ordinary General Meeting held on November 10, 2025, approved the appointment of Prasanna Balachander (DIN: 02257744) as a Director (in the category of Executive Director) as well as his appointment as an Executive Director of the Company with effect from

September 1, 2025 to June 30, 2028 and payment of remuneration, by way of ordinary resolution.

The Board of Directors, at its meeting held on August 5, 2025, based on the notice received from a Member under Section 160 of the Act and the recommendation of the Nomination & Remuneration Committee, appointed

Sandhya Gadkari Sharma (DIN: 02005378) as an

Additional Director (in the category of Independent

Director) on the Board of Directors of the Company with effect from the date of receipt of regulatory approvals.

Further, the Board of Directors, at its meeting held on August 5, 2025, based on the recommendation of the Nomination & Remuneration Committee, also approved the appointment of Sandhya Gadkari Sharma (DIN: 02005378) as an Independent Director of the

Company, not liable to retire by rotation, for a term of five (5) consecutive years with effect from the date of receipt of regulatory approvals, subject to the approval of the Members of the Company. The regulatory approval was received on September 1, 2025. The Members of the Company, at the Extra Ordinary General Meeting held on November 10, 2025, approved the appointment of Sandhya Gadkari Sharma (DIN: 02005378) as an Independent

Director of the Company, not liable to retire by rotation, for a term of five (5) consecutive years with effect from the date of receipt of regulatory approvals i.e. from September

1, 2025 to August 31, 2030, by way of special resolution. The Board of Directors, at its meeting held on April 14,

2026, based on the notice received from a Member under Section 160 of the Act and the recommendation of the Nomination & Remuneration Committee, re-appointed

Ajay Saraf (DIN: 00074885) as the Executive Director of the Company with effect from May 25, 2026 till the date of his superannuation from the services of the Company on December 31, 2027 and fixed his remuneration for FY2026-27, subject to the approval of the Members of the

Company.

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 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 the Act and are independent of the Management.

All the 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 Business Conduct and Ethics of the Company during FY2026.

Retirement by rotation

In terms of Section 152 of the Act and the Articles of Association of the Company, Ajay Saraf (DIN: 00074885),

Executive 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 Secretarial Standard - 2 are provided in the Notice of the ensuing AGM.

CODE OF BUSINESS CONDUCT & ETHICS

The Code of Business Conduct & Ethics (‘Code) of the

Company aims at ensuring consistent standards of conduct and ethical business practices across the Company. This Code is reviewed at least once in two years and the latest Code is available on the website of the Company (www. icicisecurities.com).

CODEOF CONDUCTFOR PROHIBITIONOF 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 securities of all the listed companies as SEBI registered intermediary.

CREDIT RATINGS OBTAINED BY THE COMPANY

BOARD AND COMMITTEES OF THE BOARD

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 FY2026 on April 15, 2025, July 15, 2025, August 5, 2025, October 14, 2025, November 17-18, 2025 and January 13, 2026.

Separate Meeting of Independent Directors

During FY2026, a separate meeting of the Independent Directors was held on April 11, 2025, which was chaired by the Independent Director.

The details of the composition of the mandatory

Committees constituted by the Board, along with the details of their meetings held during FY2026 are set out below:

Audit Committee

During FY2026, Ajay Kumar Gupta (DIN: 07580795), Non-

Executive Non-Independent Director, was inducted as a

Member of the Audit Committee with effect from April 15, 2025. As at the end of FY2026, the Audit Committee comprised of following as its members:

Ashvin Parekh (DIN: 06559989), Independent

Director (Chairman);

Subrata Mukherji (DIN: 00057492), Independent

Director;

Vijayalakshmi Iyer (DIN: 05242960), Independent

Director; and

Ajay Kumar Gupta (DIN: 07580795), Non-Executive

Non-Independent Director.

During FY2026, eight meetings of the Audit Committee were held on April 11, 2025, April 15, 2025, July 10, 2025, July 15, 2025, October 9, 2025, October 14, 2025, January 9, 2026 and January 13, 2026.

Nomination & Remuneration Committee

During FY2026, Vijayalakshmi Iyer (DIN: 05242960),

Independent Director, was appointed as the Chairperson of the Nomination & Remuneration Committee (NRC) with effect from April 15, 2025 in place of Ashvin Parekh (DIN: 06559989), Independent Director. Ashvin Parekh (DIN: 06559989), Independent Director, continued to be a

Member of the NRC.

As at the end of FY2026, NRC comprised of following as its members:

Vijayalakshmi Iyer (DIN: 05242960), Independent

Director (Chairperson);

Ashvin Parekh (DIN: 06559989), Independent

Director; and

Rakesh Jha (DIN: 00042075), Non-Executive Non-Independent Director.

During FY2026, three meetings of NRC were held on April 15, 2025, July 14, 2025 and August 5, 2025.

Corporate Social Responsibility Committee

During FY2026, Sandhya Gadkari Sharma (DIN: 02005378) was inducted as a Member of the

Corporate Social Responsibility (‘CSR) Committee with effect from September 1, 2025. As at the end of FY2026, CSR Committee comprised of following as its members:

Dr. Gopichand Katragadda (DIN: 02475721),

Independent Director (Chairman);

Sandhya Gadkari Sharma (DIN: 02005378),

Independent Director;

T.K. Srirang (DIN: 10594104), Managing Director & CEO; and

Ajay Saraf (DIN: 00074885), Executive Director.

During FY2026, four meetings of CSR Committee were held on April 9, 2025, July 9, 2025, October 9, 2025 and

February 24, 2026.

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.

Stakeholders Relationship Committee

During FY2026, Subrata Mukherji (DIN: 00057492),

Independent Director, was appointed as the Chairman of the Stakeholders Relationship Committee (‘SRC) with effect from April 15, 2025 in place of Vijayalakshmi Iyer (DIN: 05242960), Independent Director.

The SRC comprised of following as its members:

Subrata Mukherji (DIN: 00057492), Independent

Director (Chairman);

T.K. Srirang (DIN: 10594104), Managing Director & CEO; and

Ajay Saraf (DIN: 00074885), Executive Director.

During FY2026, one meeting of SRC was held on April 11, 2025.

Post the delisting of the Equity Shares of the Company, due to non-applicability of Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 pertaining to the constitution of SRC, the SRC was dissolved effective January 13, 2026 with the approval of the Board of Directors of the Company.

Risk Management Committee

During FY2026, Rakesh Jha (DIN: 00042075), Non-Executive Non-Independent Director, was appointed as a Member of the Risk Management Committee (‘RMC) with effect from April 15, 2025. Ashvin Parekh (DIN: 06559989), Independent Director, ceased to be a Member of RMC effective April 15, 2025. Further, Prasanna Balachander (DIN: 02257744), Executive Director and Sandhya Gadkari Sharma (DIN: 02005378), Independent

Director, were also inducted as the Members of RMC with effect from September 1, 2025.

As at the end of FY2026, RMC comprised of following as its members:

Vijayalakshmi Iyer (DIN: 05242960), Independent

Director (Chairperson);

Rakesh Jha (DIN: 00042075), Non-Executive Non-Independent Director;

Subrata Mukherji (DIN: 00057492), Independent

Director;

Sandhya Gadkari Sharma (DIN: 02005378),

Independent Director;

T.K. Srirang (DIN: 10594104), Managing Director & CEO;

Ajay Saraf (DIN: 00074885), Executive Director;

Prasanna Balachander (DIN: 02257744), Executive

Director;

Ripujit Chaudhuri, Chief Risk Officer; and

Harvinder Jaspal, Chief Financial Officer.

During FY2026, four meetings of RMC were held on April 11, 2025, July 10, 2025, October 10, 2025 and January 8,

2026.

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, 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.

The Compensation Policy is available on the website of the Company under the section titled ‘Corporate Policies and can be accessed on the following link:

https://www.icicisecurities.com/UPLOAD/ARTICLEIMAGES/

Compensation_Policy.pdf

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. This Policy was re-drafted in alignment with the group philosophy and was approved by the Board at its meeting held on April 15, 2025.

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 and 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.

The Companys 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 shall be covered under the purview of the Compensation Policy. The deferred part of the variable pay will be subject to malus and clawback, 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.

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 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 the Company had appointed M/s. Alwyn Jay & Co., Practicing Company Secretaries, as the Secretarial Auditor of the Company, to undertake the

Secretarial Audit of the Company for a period of five years i.e. from FY2026 to FY2030. The Secretarial Audit Report is given in Annexure E 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

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 Companys operation in the future or its status as a ‘going concern.

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, 2026 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; and

v. 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 Company has constituted the Internal Committee as per the provisions of the above-mentioned Act. The said policy is in line with relevant Act passed by the Parliament in 2013. 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 FY2026, 6 (six) complaints on sexual harassment were filed of which were closed and 1 is currently under investigation and are well within the stipulated timelines provided under the said Act for inquiring into such matters.

MATERNITY BENEFITS ACT, 1961

The Company has complied with provisions of the

Maternity Benefit Act, 1961 and amendments therein, which ensures paid maternity leave, financial support and job protection for women employees in India, promoting work-life balance and safeguarding maternal and child health. The Company has a policy which is in line with the relevant Act. During FY2026, 49 women employees have availed maternity benefit.

NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR

The number of employees at March 31, 2026 was 5,345.

The number of female employees in the organisation was

1,565 and male composition was 3,780.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There is no application or proceeding pending against the Company under the Insolvency and Bankruptcy Code,

2016 during the year under review.

DETAILS OF ONE TIME SETTLEMENT

There was no instance of one-time settlement with any bank or financial institution during the year under review.

CHANGE IN NATURE OF BUSINESS, IF ANY

None.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has been in compliance with the applicable

Secretarial Standards during FY2026.

COMMERCIAL PAPERS

The Commercial Papers (‘CPs) issued by the Company are listed either on National Stock Exchange of India Limited/

BSE Limited, on an on-going basis.

Registrar & Share Transfer Agents:

KFin Technologies Limited is the Registrar and Share

Transfer Agent of the Company for the Companys equity shares as well as Non-Convertible debentures.

Address for correspondence:

KFin Technologies Limited

Unit: ICICI Securities Limited, Selenium Tower B,

Plot 31 & 32, Financial District, Nanakramguda,

Serilingampally Mandal, Hyderabad - 500 032. E-mail id: einward.ris@kfintech.com Contact No.: 1800 309 4001

MUFG Intime India Private Limited is the Registrar and

Transfer Agent of the Company for the purpose of issuance of Commercial Papers.

Debenture Trustee:

The details of Debenture Trustees are as under:

IDBI Trusteeship Services Limited Ground Floor, Universal Insurance Building, Sir Phirozshah Mehta Road, Fort Bazargate,

Mumbai - 400 001.

Website: www.idbitrustee.com Tel: +91 22 4080 7000

E-mail: itsl@idbitrustee.com

Contact information for assisting & handling investor grievances:

Raju Nanwani, Company Secretary & Compliance Officer,

ICICI Securities Limited, ICICI Venture House, Appasaheb Marathe Marg, Prabhadevi,

Mumbai - 400 025. Tel No.: +91 22 6807 7100

E-mail id: investors@icicisecurities.com

ACKNOWLEDGEMENTS

The Company is grateful to the Securities and Exchange

Board of India, National Stock Exchange of India Limited, BSE Limited, National Securities Depository Limited,

Central Depository Services (India) Limited, The Insurance Regulatory and Development Authority of India, The Pension Fund Regulatory and Development Authority, other statutory bodies, regulatory authorities and Enforcement agencies, its bankers and lenders for their continued co-operation, support and guidance.