ICICI Bank Limited, one of India’s largest private sector banks, held its Board of Directors meeting on June 27, 2025, during which several key resolutions were passed concerning stake acquisition, corporate governance, AGM scheduling, and ADR agreement amendments. The board decisions were formally communicated to BSE, NSE, and international exchanges including the New York Stock Exchange, Singapore Stock Exchange, Japan Securities Dealers Association, and SIX Swiss Exchange Ltd..

Acquisition of Additional Stake in ICICI Prudential AMC

A major outcome from the board meeting was the approval to acquire up to an additional 2.0% shareholding in ICICI Prudential Asset Management Company Limited (ICICI Prudential AMC). This move is aimed at maintaining ICICI Bank’s majority stake in its asset management subsidiary, especially considering the company’s upcoming public listing and possible stock-based compensation allocations that could impact promoter shareholding.

The bank had previously disclosed its intent to retain controlling interest in the AMC through its February 12, 2025 filing, ahead of the proposed listing. The latest resolution formalizes the bank’s commitment to preserve its majority position, subject to regulatory approvals.

This strategic acquisition underscores ICICI Bank’s confidence in the long-term value proposition of the asset management business, a rapidly expanding vertical in India’s financial ecosystem. With the mutual fund industry witnessing record growth in AUMs, the continued control over ICICI Prudential AMC ensures revenue stability and future earnings visibility.

Convening of the 31st Annual General Meeting

The board also approved the convening of the Thirty-first Annual General Meeting (AGM) of ICICI Bank, which will be held on Saturday, August 30, 2025, at 11:00 a.m. IST through Video Conferencing/Other Audio-Visual Means (VC/OAVM). This format complies with prevailing MCA and SEBI circulars that encourage virtual participation for shareholder meetings.

The Notice of the AGM and the Annual Report for FY 2024-25 will be sent electronically to shareholders who have registered their email addresses with the bank or its Registrar & Share Transfer Agents/Depository Participants. For shareholders without registered email IDs, a web-link to access the documents will be provided.

The Record Date for dividend eligibility has been set as August 12, 2025, meaning shareholders whose names appear on the register as on this date will be entitled to receive dividend if declared at the AGM.

This move reflects ICICI Bank’s ongoing commitment to digital transparency, shareholder convenience, and regulatory compliance while ensuring robust participation in key decision-making processes.

Appointment of New Secretarial Auditor

Another important decision made by the board was the appointment of M/s. Parikh Parekh & Associates, a reputed Mumbai-based firm of Practicing Company Secretaries, as the Secretarial Auditor of the Bank for a five-year term from FY2026 to FY2030, subject to shareholder approval.

M/s. Parikh Parekh & Associates is a well-established firm with 31 professionals including 6 partners, known for offering specialized services in corporate law, SEBI regulations, and FEMA compliance. The firm has been Peer Reviewed by the Institute of Company Secretaries of India (ICSI), attesting to its adherence to the highest standards of governance and audit practices.

This long-term appointment indicates ICICI Bank’s emphasis on consistency, quality compliance, and sound corporate governance practices across its regulatory functions.

Amendment to ADR Deposit Agreement

A particularly noteworthy move from the board was the proposal to amend the ICICI Bank ADR (American Depository Receipts) Deposit Agreement, to allow voting rights to registered ADS (American Depository Shares) holders.

This amendment is subject to Reserve Bank of India (RBI) approval, and will grant ADS holders the right to vote on matters concerning deposited securities, subject to them fulfilling certain regulatory conditions. Notably, holders must demonstrate compliance with Section 12B of the Banking Regulation Act, 1949, along with relevant Master Directions and Guidelines.

The introduction of voting rights for ADR holders brings ICICI Bank’s practices in line with global investor expectations and enhances shareholder democracy, particularly for international stakeholders. It is a forward-looking step towards increased participation from global investors, further boosting confidence in the bank’s governance structure.

Broader Strategic Significance

These cumulative decisions taken during the board meeting signify ICICI Bank’s strategic intent and forward-thinking governance:

• The additional stake acquisition in ICICI Prudential AMC strengthens the bank’s hold over a key subsidiary, ensuring sustained dominance in the mutual fund space.

• The virtual AGM scheduling reflects the bank’s digital-first approach and commitment to stakeholder inclusion across geographies.

• The appointment of a renowned secretarial auditor enhances oversight and reinforces the bank’s long-term governance objectives.

• The ADR agreement amendment paves the way for greater foreign investor engagement, setting a benchmark for global compliance and inclusivity.

Conclusion

In conclusion, the ICICI Bank Board Meeting held on June 27, 2025, has laid down a strategic roadmap for shareholder value protection, regulatory alignment, and governance enhancement. The approval to acquire up to 2.0% more in ICICI Prudential AMC, convene the AGM on August 30, fix August 12 as the record date, appoint M/s. Parikh Parekh & Associates as Secretarial Auditor, and amend the ADR Deposit Agreement collectively reflect the bank’s robust planning for FY2025-26 and beyond.

These board decisions, spanning capital structure, compliance, shareholder engagement, and international investor rights, showcase ICICI Bank’s holistic governance philosophy and strategic clarity. Stakeholders, including domestic and global investors, can view these steps as progressive milestones in the bank’s journey towards sustainable and inclusive growth in India’s financial sector.

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