Over the last 60 years, the ICICI Group has transformed from a project finance institution to Indias leading financial services conglomerate. Fuelling the nations industrial growth and helping millions of Indians fulfil their aspirations, the ICICI Group has pioneered innovative services that revolutionised the financial sector in India. Through an array of products and services that blend technology and innovation, ICICI Bank caters to its large, diverse customer base, upholding its promise of Khayaal Aapka.

ICICI BANK LIMITEDICICI Bank Towers Bandra-Kurla ComplexMumbai 400 051www.icicibank.com

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DIGITALLY EMPOWERING THE NATION

21st Annual Report and Accounts 2014-2015

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21st Annual R

epo

rt and A

ccounts 2014-

2015 - Sub

sidiary C

om

panies

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Contents

Twenty-second Annual Report of ICICI Securities Primary Dealership Limited ...................................................... 2

Twentieth Annual Report of ICICI Securities Limited .............................................................................................. 30

(a) Fifteenth Annual Report of ICICI Securities Holdings, Inc ................................................................................. 57

(b) Fifteenth Annual Report of ICICI Securities, Inc ............................................................................................... 66

(c) Annual Report of ICICI Securities Limited Consolidated Financials .................................................................. 75

Twenty-seventh Annual Report of ICICI Venture Funds Management Company Limited .................................... 89

Twentieth Annual Report of ICICI International Limited........................................................................................ 117

Fifteenth Annual Report of ICICI Prudential Life Insurance Company Limited .................................................... 125

(a) Sixth Annual Report of ICICI Prudential Pension Funds Management Company Limited ............................ 258

Fifteenth Annual Report of ICICI Lombard General Insurance Company Limited ............................................... 272

Sixteenth Annual Report of ICICI Home Finance Company Limited .................................................................... 311

Fifteenth Annual Report of ICICI Investment Management Company Limited ................................................... 334

Sixteenth Annual Report of ICICI Trusteeship Services Limited ......................................................................... 349

Twelfth Annual Report of ICICI Bank UK PLC ........................................................................................................ 360

Eleventh Annual Report of ICICI Bank Canada ...................................................................................................... 388

Twenty-second Annual Report of ICICI Prudential Asset Management Company Limited ............................... 408

Twenty-second Annual Report of ICICI Prudential Trust Limited ......................................................................... 428

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directors reportto the members,

ICICI SECURITIES PRIMARY DEALERSHIP LIMITED

Your Directors have pleasure in presenting the Twenty Second Annual Report of ICICI Securities Primary Dealership Limited (the Company) along with the audited financial statement of accounts for the year ended March 31, 2015.

INDUSTRY OVERVIEW

Indias economic growth continued to improve in fiscal 2015. As per the Central Statistical Organizations (CSO) advance estimate, the gross value added (GVA) was estimated to grow 7.5% year-on-year (YoY) in fiscal 2015 compared to 6.6%YoY in fiscal 2014 and 4.9% YoY in fiscal 2013. The CSO has rebased the GDP measurement to the year 2011-2012 and updated the methodology, databases used for estimation and classification of the sub-components. The resultant expansion in economy in the fiscal 2013 and fiscal 2014 was bigger than the earlier assessment. The Industrial sector and Services growth have contributed to improvement in GVA expansion in fiscal 2015 although Agriculture growth was weak.

Delayed onset of South west monsoon and sub-normal rainfall in fiscal 2015 drove agriculture sector growth to 1.1% YoY compared to 3.7% YoY in fiscal 2014. Industrial sector GVA was stronger at 6.5% YoY compared to 5.3% YoY in fiscal 2014 as manufacturing and electricity segments performed better. The services growth also improved led by construction and financing and real estate segments. Even as GVA growth in the economy improved, the inflationary pressures abated sharply. The Wholesale Price Index (WPI) inflation dipped to record lows and is in the negative territory. The WPI inflation averaged 2.1% YoY over fiscal 2015 compared to 6% YoY in fiscal 2014. Retail inflation decelerated strongly as well. The Consumer Price Index (CPI) inflation declined from 8.5% YoY at the start of the fiscal to 5.2% YoY in March 2015, and averaged 6% over the year. As the CPI series was rebased recently and the index is available since 2013 only, the historical comparison would be imprecise. Moderation in CPI inflation was observed across sub-segments including food, housing and services. Core CPI inflation as measured by non-food and fuel inflation declined from 8.2% YoY at the start of fiscal 2015 to 4.15% YoY at the end of the year. Partly, this deceleration still reflects the collapse in the global crude prices that feed into the Transportation segment in services through lower petrol prices.

The swift and broad-based decline in inflationary pressures enabled the Reserve Bank of India (RBI) to adopt an easier monetary policy stance. RBI had set a glide path for bringing retail inflation lower to 8% YoY in January 2015 and to 6% YoY in January 2016. As the final target in the glide path has been significantly undershot one year ahead of time, some room opened up for monetary accommodation. RBI has lowered the benchmark repo rate twice by 25 basis points each to 7.5% in inter-meeting policy actions in January and February 2015. Further, RBI stated that the monetary policy stance remains accommodative.

Indicators of macro-stability in the economy continued to improve in fiscal 2015, and assisted the shift in the monetary policy stance. On the external sector front, Indias Current Account Deficit (CAD) narrowed to 1.7% of GDP in the first three quarters of fiscal 2015 compared to the 1.8% in fiscal 2014. Export growth improved modestly and import growth was marginal. The favorable effect of lower crude prices on the trade deficit was most significant in the last quarter of the fiscal 2015, and would feed into the full year CAD estimates. At the same time, the capital account inflows in the first three quarters of fiscal 2015 was already comfortably higher than in fiscal 2014 at US$ 61.90 billion versus US$ 48.80 billion. Strong portfolio flows in the last quarter of fiscal 2015 provided a further boost to the capital account and the balance of payments surplus for fiscal 2015.

Fiscal consolidation continued in fiscal 2015. The fiscal deficit was 4.1% of GDP in fiscal 2015, in line with budget estimates and compares favorably with 4.5% realized in the earlier fiscal. The deficit compression was helped by lower outgo on the petroleum subsidies and excise duty hikes on petrol and diesel that though

neutralized some of the favorable impact on inflation. In the Budget for fiscal 2016, the roadmap for fiscal consolidation has been altered and the Government now targets to achieve the fiscal deficit of 3% of GDP in fiscal 2018 instead of fiscal 2017 earlier.

FINANCIAL HIGHLIGHTS

The financial performance for FY2015 is summarised in the following table:

(` in million)

Fiscal 2014 Fiscal 2015

Gross income 9,035.6 13,088.2

Profit before tax 2,020.6 3,345.4

Provision for tax 702.3 1,171.7

Profit after tax 1,318.3 2,173.7

Appropriations

Profit after tax for the year ended March 31, 2015 was ` 2,173.7 million. The profit available for appropriation is ` 3,111.8 million, taking into account the balance of ` 938.1 million brought forward from the previous year.

In accordance with the guidelines prescribed by Reserve Bank of India and other applicable guidelines, primary dealers are permitted to have dividend payout ratio of more than 33.3% but less than 50% provided the capital to risk weighted assets ratio (CRAR) during all the four quarters of the previous year is at 20% or above. In view of the significant profits earned by the Company and the comfortable capital adequacy ratio, the Company had requested RBI to permit a higher dividend payout ratio. RBI has approved a dividend payout ratio of 60% for fiscal 2015. Accordingly, your Directors have recommended a final dividend of 4% for the year and have appropriated the disposable profit as follows:

(` in million)

Fiscal 2014 Fiscal 2015

To General Reserve 131.8 -

To Special Reserve 263.7 434.8

To Capital Reserve 126.5 88.1

Dividend for the year on equity shares

- Interim Dividend @ 75.75% (Previous year: 11.5%) 179.8 1,184.3

- Proposed Dividend @ 4% (Previous year: 26.0%) 406.5 62.5

- Corporate Dividend tax 99.6 243.5

Leaving balance to be carried forward to the next year 938.1 1,098.6

OPERATIONAL REVIEW

Fixed Income

Government bonds r