(xvi) Provisions
Provision is recognised when an enterprise has a present
obligation (legal or constructive) as a result of a past
event and it is probable that an outflow of resources will
be required to settle the obligation, in respect of which a
reliable estimate can be made. Provisions are determined
based on management estimates required to settle the
obligation at the balance sheet date, supplemented by
experience of similar transactions. These are reviewed at
the balance sheet date and adjusted to reflect the current
management estimates.
(xvii) Trade Payables
Trade payables are presented as financial liabilities. They
are recognised initially at their fair value, net of transaction
costs, and subsequently measured at amortised cost using
the effective interest method where the time value of money
is significant.
(xviii) Contingent liabilities and assets
Contingent liabilities are disclosed when there is a possible
obligation arising from past events, the existence of which
will be confirmed only by the occurrence or non-occurrence
of one or more uncertain future events not wholly within the
control of the Company or a present obligation that arises
from past events where it is either not probable that an
outflow of resources will be required to settle or a reliable
estimate of the amount cannot be made, is termed as a
contingent liability. The existence of a contingent liability is
disclosed in note 33 to the financial statements. Contingent
assets are neither recognised nor disclosed.
(xix) Investment in subsidiaries
Investment in subsidiaries is carried at cost in the separate
financial statements.
(xx) Dividends on equity shares
The Company recognises a liability to make cash distributions
to equity shareholders when the distribution is authorised
and the distribution is no longer at the discretion of the
Company. As per the Companies Act, 2013, a distribution is
authorised when it is approved by the shareholders except
in case of interim dividend. A corresponding amount is
recognised directly in equity.
(xxi) Earnings per share
Basic earnings per share is calculated by dividing the
net profit or loss for the period attributable to equity
shareholders by the weighted average number of equity
shares outstanding during the year.
Diluted earnings per share is computed using the weighted
average number of equity shares and dilutive potential
equity shares outstanding during the year. For the purpose
of calculating diluted earnings per share, the net profit or
loss for the period attributable to equity shareholders and
the weighted average number of shares outstanding during
the year are adjusted for the effects of all dilutive potential
equity shares.
Note:
1) During the year, the Company has not advanced or loaned or invested funds (either borrowed funds or share premium or
any other sources or kind of funds) to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the
understanding (whether recorded in writing or otherwise) that the Intermediary shall:
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the
company (Ultimate Beneficiaries); or
(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
2) There are no loans due by directors or other officers of the Company or any of them either severally or jointly with any other
persons or amounts due by firms or private companies respectively in which any director is a partner or a director or a member.
3) There are no loans or advances in the nature of loans to promoters, directors, KMPs or related parties (as defined under
Companies Act, 2013,) either severally or jointly with any other person, that are:
(a) repayable on demand; or
(b) without specifying any terms or period of repayment
4) The Company provides ESOP Finance loans to its customers secured by the shares issued under ESOP plan. These loans
have a tenure of 12 months from the date of disbursement and further extendable as agreed between both the parties,
provided the interest dues have been fully serviced by the customer. During the year ended March 31, 2025, the Company
has renewed ESOP finance loans to the tune of =? 1,418.3 million (March 31, 2024: ^ 2,899.6 million) in the ordinary course of
business.
Note: Ý Ý Ý
1) The Company is not declared willful defaulter by any bank or financial institution or other lender.
2) During the year, the Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding
Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the
Funding Party (Ultimate Beneficiaries); or
(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
3) Quarterly statements of current assets filed with banks for fund borrowed from those banks on the basis of security of current
assets are in agreement with the books of accounts.
4) There are no charges or satisfaction of charges pending to be filed with Registrar of Companies.
(d) Terms / rights attached to equity shares
The Company has only one class of equity shares having par value of ^ 5/- per share. Each holder of equity shares is entitled to
one vote per share. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing
Annual General Meeting, except in case of interim dividend.
During the year ended March 31, 2025, the Company has paid a second interim dividend for the year ended March 31, 2024 of
^ 17 per equity share as approved by Board of Directors at the meeting held on April 18, 2024. The Board has recommended a
final dividend of ^ 24 per equity share for FY2025.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the
Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held
by the shareholders.
(g) There are no shares reserved for issue under options and contracts/commitments for the sale of shares or disinvestment.
(h) There are no shares allotted as fully paid up by way of bonus shares or allotted as fully paid up pursuant to contract without
payment being received in cash, or bought back during the period of five years immediately preceding the reporting date.
(i) Capital management :
The Company’s objective for capital management is to maximise shareholder value, safeguard business continuity and support
the growth of the Company. The Company determines the capital requirement based on annual operating plans and long-term
and other strategic investment plans. The funding requirements are met through equity, operating cash flows generated and
short term debt. The Company is not subject to any externally imposed capital requirements.
(A) Securities premium
Securities premium is used to record the premium on issue of shares. It can be utilised only for limited purposes such as issuance
of bonus shares, writing off the preliminary expenses in accordance with the provisions of the Companies Act, 2013.
(B) General reserve
Under the erstwhile Companies Act 1956, general reserve was created through an annual transfer of net income at a specified
percentage in accordance with applicable regulations. Consequent to introduction of Companies Act 2013, the requirement
to mandatorily transfer a specified percentage of the net profit to general reserve has been withdrawn. However, the amount
previously transferred to the general reserve can be utilised only in accordance with the specific requirements of Companies
Act, 2013.
(C) Equity-settled share-based payment reserve
This reserve is created by debiting the statement of profit and loss account with the fair value of share options granted to
the employees by the Company. On exercise of the options so granted, the reserve will move to share capital and securities
premium. Pursuant to scheme of arrangement for delisting, the Employee stock option plan and Employee stock unit plan of
the Company stand cancelled on March 24, 2025. Accordingly, the share based payment reserves is transferred to deemed
equity contribution from the parent/group.
(D) Retained earnings
Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividends or
other distributions paid to shareholders. It also includes actuarial gains and losses on defined benefit plans recognized in
other comprehensive income (net of taxes).
(E) Exchange difference on translating the financial statements of a foreign operation
Where the functional currency of the foreign operation is different from the functional currency of the reporting entity, the
translation differences are accounted in the other comprehensive income and disclosed under Other Equity.
(F) Deemed equity contribution from the parent company
This reserve is created by debiting the statement of profit and loss account with the fair value of share options granted to the
employees by ICICI Bank Ltd ("parent company"). This reserve is in the nature of an equity contribution by the parent company
in respect of options granted and not available for distribution to shareholders as dividend.
2 Excludes an amount of ^ 0.1 million (March 31, 2024: ^ 0.7 million) received towards reimbursement of claims submitted by the
employees under group health insurance policy. The Company has also received an amount of ^ 0.2 million (March 31, 2024: ^ 8.7
million) towards asset insurance claims.
3 Includes amount paid of ^ 169.7 million (March 31, 2024: ^ 111.8 million) towards royalty / license fees to the bank for use of “ICICI”
trademarks.
4 The Company has a credit facility of ^ 10,000.0 million (March 31, 2024: ^ 10,000.0 million) from ICICI Bank Limited. The balance
outstanding as on March 31, 2025 is ^ 2,111.0 million (March 31, 2024: Nil). I
The Company has contributed ^ 229.2 million (March 31, 2024: ^ 63.0 million) to ICICI Securities Employees Group Gratuity Fund
during the year.
The Company has contributed ^ 330.7 million (March 31, 2024: ^ 209.0 million) to ICICI Foundation for Inclusive Growth for
contribution towards CSR. ..
During the year ended March 31, 2025, the company has sold fixed assets worth ^ 5.5 million (March 31, 2024 Nil) to the key
management personnel of the company.
' 0.0 million indicates values are lower than ' 0.1 million, where applicable.
1 The Company has Employee Stock Option Plans (ESOP) and Employee Stock Unit Plan (ESUS) in force. Based on such ESOP & ESUS
schemes, the Company has granted ESOP Options to the employees of the step down subsidiary company ICICI Securities Inc. that
would vest in a graded manner to employees of ICICI Securities Inc. and accordingly the deemed cost of investment in subsidiary ICICI
Securities Holdings Inc. has increased from ^ 134.6 million as at March 31, 2024 to ^ 140.0 million as at March 31, 2025.
The compensation paid includes bonus paid, long term incentives paid and contribution to provident fund & gratuity fund.
The Directors and employees of the Company have received share options and stock units of ICICI Bank Limited and ICICI Securities
Limited. The cost of the options and units granted to the Directors for the year ended March 31, 2025 is ^ 28.5 million (March 31, 2024
^ 84.5 million).
During the year ended March 31, 2025, employee stock options amounting to ^ 422.8 million (March 31, 2024 Nil) were exercised by
the key management personnel of the company.
During the year ended March 31, 2025, 10,06,255 employee stock options (March 31, 2024: Nil) were exercised by the key management
personnel of the company.
The Company has received brokerage amounting to ^ 3.1 million (March 31, 2024: ^ 1.3 million) from the key management personnel
and ^ 0.4 million (March 31, 2024: ^ 0.4 million) from close member of the family of key management personnel. The amount payable/
(receivable) to / from key management personnel and their close members as on March 31, 2025 is ^ Nil (March 31, 2024: ^ 0.5
million).
During the year ended March 31, 2025, the Company paid dividend amounting to ^ 0.1 million (March 31, 2024: ^ 0.4 million) to its
KMPs and the close members of their family who are shareholders.
During the year ended March 31, 2025, the Company has paid ^ 8.2 million (March 31, 2024: ^ 8.1 million) sitting fees to the Directors
of the Company. The Company also provided for commission for Financial Year 2025 amounting to ^ 9.2 million (March 31, 2024: ^ 4.6
million) to the Independent Directors of the Company.
' 0.0 million indicates values are lower than ' 0.1 million, where applicable.
32 Statement of corporate social responsibility expenditure
As per Section 135 of The Companies Act, 2013, a Company, meeting the applicability threshold, needs to spend at least 2% of its
average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities. During
the year, the Company undertook eight CSR initiatives including the three initiatives implemented through ICICI Foundation for
Inclusive Growth (‘ICICI Foundation’) in specific areas, particularly vocational skills, livelihood enhancement and environment
conservation initiatives.
The initiatives were implemented through implementing agencies (including ICICI Foundation) in the areas of skill development
for sustainable livelihood, rain water harvesting, Investor Awareness, healthcare initiatives including preventive healthcare
to support treatment and procurement of medical equipment to diagnose and treat critical illness such as cancer, to perform
various complex surgeries of brain and spine, Computed Tomography(CT) Scan workstation upgradation to detect various
diseases and injuries, support last mile surgery and treatment of needy children, to support cataract surgery for needy elderly
patients and support for providing access to drinking water and sanitation facilities in rural households.
Managing organic waste and sludge through scaling up waste to value technologies was undertaken as an ongoing environment
initiative. The Company contributed to Technology Business Incubator to support startups working in leveraging technology to
provide solutions in various healthcare domains such as Cancer, Parkinson’s Diseases, artificial hands with senses and splints
as well as environment initiatives such as treatment of water and carbon offset projects.
Pursuant to Rule 8 (3) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, every company meeting the
applicability threshold of having average CSR obligation of ^ 10 crore or more in pursuance of sub-section (5) of Section 135
of the Companies Act, 2013, in the three immediately preceding financial years, was required to undertake impact assessment,
through an independent agency, of its CSR projects having outlays of ^ 1 crore or more and which had completed not less than
one year. During the year, the Company undertook impact assessment of its’ five eligible CSR projects.
B. There has been a Supreme Court (SC) judgement dated February 28, 2019, relating to components of salary structure that
need to be taken into account while computing the contribution to provident fund under the EPF Act. There are interpretative
aspects related to the Judgement including the effective date of application. The Company will continue to assess any further
developments in this matter for the implications on financial statements, if any.
Note:
i. It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above pending
resolution of the respective proceedings as it is determinable only on receipt of judgments/decisions pending with various
forums/authorities. i
ii. The Company’s pending litigations comprise of claims against the Company pertaining to proceedings pending with Income
Tax, Sales tax/VAT, Service Tax, Goods and Service tax and other authorities. The Company has reviewed all its pending
litigations and proceedings and has adequately provided for where provisions are required and disclosed as contingent
liabilities where applicable, in its financial statements. The Company does not expect the outcome of these proceedings to
have a materially adverse effect on its standalone financial statements.
iii. The Company does not expect any reimbursements in respect of the above contingent liabilities.
34 Capital Commitments
Estimated amount of contracts remaining to be executed on capital account and not provided for is ^ 1,548.1 million (March 31,
2024: ^ 1,061.0 million).
35 Micro, Small and Medium enterprises
There are no micro, small and medium enterprises, to which company owes dues, as at March 31, 2025. This information is
required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 (‘MSMED Act, 2006’) that has
been determined to the extent such parties have been identified on the basis of information available with the Company. This
has been relied upon by the auditors.
36 Lease
The Company has recognised Nil towards short term lease (March 31, 2024: ^ 2.2 million) and ^ 3.2 million towards low value
assets (March 31, 2024: ^ 3.6 million) during the year ended March 31, 2025.
During the financial year, the Company has not revalued any of its Right of Use assets.
Lease liability and ROU asset have been separately presented in the Balance Sheet and lease payments of ^ 484.7 million
(March 31, 2024: ^ 448.8 million) have been classified as cash flow generated from financing activity.
38 Share based payments
As per the Scheme of Arrangement between the Company and ICICI Bank Limited, it was proposed that the shares of the
Company will be delisted from the exchanges which will result in the Company becoming wholly subsidiary of the ICICI Bank.
The Board meeting of the Company was held on March 11, 2025, wherein the Board has decided, March 24, 2025 ('record date')
for delisting of the shares of the Company. As per the said scheme, the following arrangements have been made for Employee
Stock Options Scheme and Employee Stock Units Scheme:
1. Upon this Scheme becoming effective, the stock options and units granted by the Company to the Eligible Employees under
the Company ESOS and ESUS respectively, and outstanding as on the record date shall automatically stand cancelled.
Further, upon the Scheme becoming effective and after cancellation of the stock options and units granted to the Eligible
Employees under the Company ESOS or ESUS respectively, fresh stock options and units shall be granted by ICICI Bank to
the Eligible Employees under the ICICI Bank ESOS and ESUS respectively, on the basis of the Swap Ratio.
2. Swap ratio has been determined as 67 (sixty-seven) equity shares of the ICICI Bank of face value INR 2 each, credited as
fully paid-up for every 100 (one hundred) equity shares of the Company of face value of INR 5 each.
3. Stock options and units granted by ICICI Bank to the Eligible Employees, the period during which the stock options and units
granted by the Company were held by or deemed to have been held by the Eligible Employees shall be taken into account
for determining the minimum vesting period required under the ICICI Bank ESOS and ESUS, as the case may be.
4. ICICI Bank grants stock options and stock units to eligible employees on March 26, 2025 ('date of modification') under
the Employees Stock Option Scheme (Scheme 2000) and Employees Stock Unit Scheme (Scheme 2022) post approval of
Board of directors of ICICI Bank. As stock options have been granted at the fair value of option on the grant date, therefore
the Company measured and disclosed the employee's compensation expenses relating to restricted stock option units and
stock options using the incremental fair value on the date of modification amounting to ^ 58.5 million as included under
salaries and wages during the year ended March 31, 2025 and credited to deemed equity contribution from the parent.
Further, the Company has charged cost for stock options and at the time awards are exercised or lapsed by employees as
communicated by ICICI Bank post the date of modification.
The expected price volatility is based on the historic volatility (based on the remaining life of units), adjusted for any expected
changes to future volatility due to publicly available information.
During the year, ^ 7.0 million was charged on account of incremental cost due to fair valuation of options on the date of modification
to the statement of profit and loss in respect of equity-settled share-based payment transactions (March 31, 2024: ^ Nil) and ^ 3.8
million was charged to the statement of profit and loss post modification date.
C. ICICI Bank Employee Stock Option Scheme
During the year, ^ 56.7 million was charged to the statement of profit and loss in respect of equity-settled share-based payment
transactions (March 31, 2024: ^ 8.6 million). This expense, which was computed from the fair values of the share-based payment
transactions when granted, arose under employee share options made in accordance with the reward structure of ICICI Bank Limited.
41 Segment Reporting
The Company also prepares the consolidated financial statements. In accordance with Ind AS 108 on Operating Segments, the
Company has disclosed the segment information in the consolidated financial statements.
42 Employee benefits
Defined Contribution Plan
The Company makes contributions towards Provident Fund, National Pension Scheme, and Employee State Insurance Scheme
which are defined contribution retirement benefit plans for qualifying employees.
Amount of ^ 351.2 million (March 31, 2024: ^ 278.8 million) is recognised as expenses, which is classified as a part of “Contribution
to gratuity / provident and other funds”. (Refer Note No. 28)
Defined Benefit Plan
Gratuity
Governance of the Plan:
The Company has setup an income tax approved irrevocable trust fund to finance the plan liability. The trustees of the trust fund
are responsible for the overall governance of the plan. Ý Ý
Funding arrangements and Policy:
The money contributed by the Company to the fund to finance the liabilities of the plan has to be invested. The trustees of the
plan have outsourced the investment management of the fund to an insurance company. The insurance company in turn manages
these funds as per the mandate provided to them by the trustees and the asset allocation which is within the permissible limits
prescribed in the insurance regulations. Due to the restrictions in the type of investments that can be held by the fund, it is not
possible to explicitly follow an asset-liability matching strategy to manage risk actively. There is no compulsion on the part of the
Company to fully pre fund the liability of the Plan. Company’s philosophy is to fund the benefits based on its own liquidity and tax
position as well as level of underfunding of the plan. The expected contribution payable to the plan next year is ^ 100.0 million
(March 31, 2024 : ^ 40.0 million).
43 Revenue from contracts with customers
The Company is engaged in the business of retail and institutional broking, distribution of financial products and investment
banking. In accordance with Ind AS 115, Revenue from Contracts with Customers, the revenue is accounted in the following
manner for each head:
A) Brokerage income:
The Company provides trade execution and settlement services to the customers in retail and institutional segment. There
is only one performance obligation of execution of the trade and settlement of the transaction which is satisfied at a point in
time. The brokerage charged is the transaction price and is recognised as revenue on trade date basis. Related receivables are
generally recovered in a period of 1 day as per the settlement cycle. Amount not recovered and which remain overdue for a
period exceeding 90 days, are provided for.
B) Income from service:
Income from service consists of income from distribution of financial products and income from investment banking activities
(advisory income).
1 Distribution of financial products:
The Company distributes various financial products and other services to the customers on behalf of third party i.e. the Company
acts as an intermediary for distribution of financial products and services. The Company executes contracts with the Principal,
viz. AMC’s, Mutual Funds, Banks, Insurance Companies etc. to acquire customers for its products. As a consideration, the
Company earns commission income from the third parties for the distribution of their financial products. The commission is
accounted net of claw back if any, due to non-fulfilment of contract by the customer with the principal. The customer obtains
control of the service on the date when customer enters into a contract with principal and hence subscription or contract date is
considered as the point in time when the performance obligation has been satisfied. In case of continuing services, the same are
recognised over a period of time.
The Company recognizes the revenue on completion of the performance obligation either on point in time or over a period of time,
as the case may be.
In case of third party financial products, transaction price is determined as per contract and mutual terms agreed between the
parties. The commission is a percentage of transaction value.
The distribution fee earned from the following products contributed to a major proportion of overall fee earned from distribution
of financial products in current financial year:
i. Mutual funds
ii. Life insurance policies
iii. Portfolio management products
2 Advisory income:
The Company provides investment banking services to its customers and earns revenue in the form of advisory fees on issue
management services, mergers and acquisitions, debt syndication, sale of business etc.
In case of these advisory transactions, the performance obligation and its transaction price is enumerated in contract with the
customer. For arrangements with a fixed term, the Company may commit to deliver services in the future. Revenue associated
with these remaining performance obligations typically depends on the occurrence of future events or underlying asset values,
and is not recognized until the outcome of those events or values are known. The right to receive the fees is based on the
milestones defined in accordance with the terms of the contracts entered into between the company and the counterparty which
also defines its performance obligation. In case of contracts, which have a component of success fee or variable fee, the same is
considered in the transaction price when the uncertainty regarding the consideration is resolved.
The Company has used practical expedient and have not disclosed the amount of remaining performance obligations since its
contract with customers have duration of less than one year.
Contract Liability relates to payments received in advance of performance under the contract. Contract Liabilities are recognized
as revenue on completing the performance obligation.
44 Financial Instruments
Refer to financial instruments by category table below for the disclosure on carrying value and fair value of financial assets and
liabilities. For financial assets and liabilities maturing within one year from the Balance Sheet date and which are not carried at
fair value, the carrying amounts reasonably approximate fair value due to the short maturity of these instruments.
The following table shows the carrying amounts of financial instruments as at March 31, 2025 which are classified as Amortised
cost, Fair value through profit and loss, Fair value through other comprehensive Income:
Fair value hierarchy:
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal
(or most advantageous) market at the measurement date under current market conditions (i.e., an exit price), regardless of
whether that price is directly observable or estimated using a valuation technique.
The investments included in level 1 of fair value hierarchy have been valued using quoted prices for instruments in an active
market. The investments included in level 2 of fair value hierarchy have been valued using valuation techniques based on
observable market data. The investments included in Level 3 of fair value hierarchy have been valued using the income approach
and break-up value to arrive at their fair value. There is no movement from between Level 1, Level 2 and Level 3. There is no
change in Inputs use for measuring Level 3 fair value.
Financial risk management
Risk management framework
The Company has established a comprehensive system for risk management and internal controls for all its businesses to manage the
risks that it is exposed to. The objective of its 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 ensure a systematic response
in the case of crystallisation of such risks.
The Company has exposure to the following risk arising from financial instruments:
a) Credit risk
b) Liquidity risk
c) Market risk
The Company has established various policies with respect to such risks which set forth limits, mitigation strategies and internal
controls to be implemented by the three lines of defence approach provided below. The Board oversees the Company’s risk
management and has constituted a Risk Management Committee (“RMC”), which frames and reviews risk management processes
and controls.
The risk management system features a “three lines of defence” approach:
1. The first line of defence comprises its operational departments, which assume primary responsibility for their own risks and
operate within the limits stipulated in various policies approved by the Board or by committees constituted by the Board.
2. The second line of defence comprises specialised departments such as risk management and compliance. They employ
specialised methods to identify and assess risks faced by the operational departments and provide them with specialised
risk management tools and methods, facilitate and monitor the implementation of effective risk management practices,
develop monitoring tools for risk management, internal control and compliance, report risk related information and promote
the adoption of appropriate risk prevention measures.
3. The third line of defence comprises the internal audit department. They monitor and conduct periodic evaluations of the
risk management, internal control and compliance activities to ensure the adequacy of risk controls and appropriate risk
governance, and provide the Board with comprehensive feedback.
a) Credit risk:
It is risk of financial loss that the Company will incur a loss because its customer or counterparty to financial instruments fails to
meet its contractual obligation.
The Company’s financial assets comprise of Cash and bank balance, Securities for trade, Trade receivables, Loans, Investments
and Other financial assets which comprise mainly of deposits and unbilled revenues. Ý
The maximum exposure to credit risk at the reporting date is primarily from Company’s trade receivable and loans.
Trade Receivables:
The Company has followed simplified method of ECL in case of Trade receivables and the Company recognises lifetime expected
losses for all trade receivables that do not constitute a financing transaction. At each reporting date, the Company assesses the
impairment requirements.
Based on the industry practices and business environment in which the entity operates, management considers that the trade
receivables are in default if the payment is 90 days overdue. Out of the total trade receivables of ^ 7,099.5 million (March 31,
2024: ^ 9,810.1 million), ^ 227.2 million (March 31, 2024: ^ 220.9 million) are overdue for a period in excess of 90 days. Probability
of default (PD) on this balance is considered at 100% and treated as credit impaired.
Loans: Loans comprise of margin trade funding and ESOP funding for which a staged approach is followed for determination
of ECL.
Stage 1: All Open positions in the MTF and ESOP loan book are considered as stage 1 assets for computation of expected credit
loss. Exposure at default (EAD) for stage 1 assets is computed considering different scenarios of market movements based on
an analysis of historical price movements of the index and macro-economic environment.
Stage 2: Exposures under stage 2 include dues upto 30 days pertaining to principal amount on closed positions and interest on
all open positions of MTF and ESOP loan book.
Stage 3: Exposures under stage 3 include dues past 30 days pertaining to principal amount on closed positions and interest on
all open positions of MTF and ESOP loan book. Ý Ý
Based on historical data, the company assigns PD to stage 1 and stage 2 and applies it to the EAD to compute the ECL. For Stage
3 assets PD is considered as 100%
Other financial assets considered to have a low credit risk:
Credit risk on cash and cash equivalents is limited as the Company generally invest in deposits with banks with high credit
ratings assigned by international and domestic credit rating agencies. Stock in trade comprise of Quoted Equity instruments,
Bonds, Mutual Funds and Commercial papers which are market tradeable. Other financial assets include deposits for assets
acquired on lease and with qualified clearing counterparties and exchanges as per the prescribed statutory limits.
b) Liquidity risk
Liquidity represents the ability of the Company to generate sufficient cash flow to meet its financial obligations on time, both in
normal and in stressed conditions, without having to liquidate assets or raise funds at unfavourable terms thus compromising
its earnings and capital.
Liquidity risk is the risk that the Company may not be able to generate sufficient cash flow at reasonable cost to meet expected
and / or unexpected claims. It arises in the funding of lending, trading and investment activities and in the management of
trading positions.
The Company aims to maintain the level of its cash and cash equivalents and other highly marketable investments at an amount
in excess of expected cash outflow on financial liabilities.
Funds required for short period is taken care by borrowings through issuing Commercial paper and utilizing overdraft facility
from banks.
c) Market risk
Market risk arises when movements in market factors (foreign exchange rates, interest rates, credit spreads and equity prices) impact
the Company’s income or the market value of its portfolios. The Company, in its course of business, is exposed to market risk due
to change in equity prices, interest rates and foreign exchange rates. The objective of market risk management is to maintain an
acceptable level of market risk exposure while aiming to maximize returns. The Company classifies exposures to market risk into
either trading or non-trading portfolios. Both the portfolios are managed using the following sensitivity analyses:
i) Equity Price Risk
The Company’s exposure to equity price risk arises primarily on account of its proprietary positions and on account of margin-based
positions of its clients in equity cash and derivative segments.
The Company’s equity price risk is managed in accordance with its Corporate Risk and Investment Policy (CRIP) approved by its Risk
Management Committee. The CRIP specifies exposure limits and risk limits for the proprietary desk of the Company and stipulates
risk-based margin requirements for margin-based trading in equity cash and derivative segment by its clients.
Movement of 17.74% represents highest single day market (nifty) movement in last 15 years. The Company, based on past experience,
is able to recover 66% of the client’s default therefore the loss on client’s position included in the above figures is post considering
recoveries from clients.
ii) Interest Rate Risk
The Company’s exposure to interest rate risk arises primarily on account of its proprietary positions (Refer note 5 on securities for
trade) and on account of margin based positions of its clients in exchange traded interest rate derivatives on government securities.
The Company’s interest rate risk is managed in accordance with its CRIP approved by its Risk Management Committee. The CRIP
specifies exposure limits and risk limits for the proprietary desk of the Company and stipulates risk-based margin requirements for
margin based trading in interest rate derivatives by its clients.
The below sensitivity depicts a scenario where a parallel shift in the yield curve would result in following impact for both proprietary
positions and client positions.
Shift represents highest 10 consecutive days’ yield movement in last 15 years among AAA/AA/AA /AA- rated debt instruments with
5-year maturity period.
The non-traded Financial Assets and liabilities are fixed rate instruments and are valued at amortised cost. Any shifts in yield curve
will not impact their carrying amount and will therefore not have any impact on the Company’s statement of profit and loss.
iii) Foreign Exchange Risk / Currency Risk
The Company’s exposure to currency risk arises primarily on account of its proprietary positions and on account of margin positions of
its clients in exchange traded currency derivatives.
The fluctuations in foreign currency may also affect statement of profit and loss, other comprehensive income and equity as the
Company also operates in US and Singapore through its subsidiaries.
The Company’s currency risk is managed in accordance with its CRIP, approved by its Risk Management Committee. The CRIP specifies
gross open position limit and risk limits for the proprietary desk of the Company and stipulates risk-based margin requirements for
margin based trading in currency derivatives by its clients.
The below sensitivity depicts a scenario where a severe movement in foreign exchange rates, everything else remaining constant,
would result in following impact for both proprietary positions and client positions.
1 Debt Equity Ratio = Debt (Borrowings Accrued Interest) / Equity (Equity share capital Other Equity)
2 Debt Service Coverage Ratio = Profit before interest and tax / (Interest expenses (excludes interest costs on leases as per Ind AS 116
on Leases) Principal Repayments)
3 Interest Service Coverage Ratio = Profit before interest and tax / Interest expenses (excludes interest costs on leases as per Ind AS
116 on Leases)
4 Net Worth = Equity Other Equity
5 Company do not have any Long Term Debt and hence the ratio is Nil
6 Debtors Turnover Ratio = Fee and Commission Income / Trade Receivables
7 Operating Margin = Profit before tax / Total Revenue from operations
8 Net Profit Margin = Profit after tax / Total Revenue from operations
* During the year there is Decrease in Bad Debts to Account Receivable Ratio due to Decrease in Bad debts by ^ 52.7 Million and
decrease in Trade Receivables by ^ 2,716.9 Million.
# During the year there is Increase in Debtors turnover ratio due to Increase in Fee and Commission income by ^ 4,197.5 Million and
Decrease in Trade Receivable by ^ 2,716.9 Million
46 The company does not have any transactions with companies struck off under section 248 of Companies Act, 2013 or section
560 of Companies Act,1956.
47 Additional regulatory information required under (WB) (xiv) of Division III of Schedule III amendment, disclosure of ratios, is not
applicable to the Company as it is not an NBFC registered under Section 45-IA of Reserve Bank of India Act, 1934.
48 The Board of Directors of the Company, at their Meeting held on June 29, 2023, approved the draft scheme of arrangement
amongst ICICI Bank Limited and ICICI Securities Limited and their respective shareholders for delisting of equity shares of the
Company ("Scheme"), pursuant to which ICICI Bank Limited (Holding Company) will issue equity shares of the Holding Company
to the public shareholders of the Company in lieu of cancellation of their equity shares in the Company, thereby making the
Company a wholly owned subsidiary of the Holding Company, in accordance with Chapter VI, Part C, Regulation 37 of the
SEBI (Delisting of Equity Shares) Regulations, 2021 and Section 230 of the Companies Act, 2013, subject to receipt of requisite
approvals. During Q4-FY2024, the resolution for approval of the arrangement embodied in the Scheme was passed with requisite
statutory majority as prescribed under the provisions of the Companies Act, 2013 and the applicable SEBI regulations. During
Q2-FY2025, Hon’ble National Company Law Tribunal Mumbai Bench (‘NCLT Mumbai’) vide its orders dated August 21, 2024 has
sanctioned the Company Scheme Petition in connection with the given Scheme. Accordingly, to give effect to the said Scheme
the Board of the Company, in its meeting held on March 11, 2025 has decided, March 24, 2025 as the record date for delisting
the equity shares of the Company. Consequently, the equity shares of the company are delisted from the stock exchanges and
the company has now become wholly owned subsidiary of ICICI Bank Limited post delisting.
49 Subsequent event - Proposed dividend
The Board of Directors at its meeting held on April 15, 2025, have recommended a final dividend of ^ 24 per equity share (on face
value of ^ 5 per equity share), subject to the approval of the members at the ensuing annual general meeting. In terms of Ind AS
10 “Events after the Reporting Period”, the company has not recognised final dividend (including tax, if any) as a liability at the
end of the reporting period.
50 Recent pronouncements
Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies (Indian
Accounting Standards) Rules as issued from time to time. For the year ended March 31, 2025, MCA has notified Ind AS - 117
Insurance Contracts and amendments to Ind AS 116 - Leases, relating to sale and leaseback transactions, applicable to the
Company w.e.f. April 1, 2024. The Company has reviewed the new pronouncements and based on its evaluation has determined
that it does not have any significant impact in its financial statements.
51 Events after reporting date
There have been no events after the reporting date that require disclosure in these financial statements.
As per our report of even date attached For and on behalf of the Board of Directors
For B S R & Co. LLP Rakesh Jha Ashvin Parekh
Chartered Accountants Chairman Director
Firm Registration No.:101248W/W-100022 DIN - 00042075 DIN - 06559989
Rohit Alexander T K Srirang Ajay Saraf ''
Partner Managing Director & CEO Executive Director
Membership No.: 222515 DIN - 10594104 DIN - 00074885
Raju Nanwani Harvinder Jaspal
Mumbai, April 15, 2025 Company Secretary Chief Financial Officer
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