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Annexure I

Disclosures to be provided along with the application for listing

1. Issuer details:

Sr. No.

1.

2.

1.1. Details of the issuer:

(i) Name, Address, CIN and PAN: ICICI Securities Limited, ICICI Ce'ntre, H. T. Parekh Marg, Churchgate, Mumbai - 400020 CIN: L67120MH 1995PLC086241 PAN: AAACI0996E

(ii) Line of business: Broking, Merchant Banking and distribution of financial products

(iii} Chief Executive (Managing Director/ President/ CEO/ CFO): Mr. Vijay Chandok, Managing Director & CEO

(iv) Group affiliation (if any): ICICI Group

1.2. Details of the directors:

Name, - Age Address Director List of other designation since directorships

and DIN

Mr. Vijay Chandok 51 years Flat No. 102, May7,2019 Nil (Managing Director Building No.1, & CEO) Sumer Trinity DIN: 01545262 Towe~s, New

Prabhadevi Road, Prabhadevi, Mumbai -400025

Mr. Ajay Saraf 49 years Beau Monde, May 25, 2011 Nil (Executive 8/1902, A p s Director) Marg, Near DIN: 00074885 Siddhivinayak

°Temple, Prabhadevi,

-- Mumbai -400025

1

3. Mr. Vinod Kumar 75 years Dewan Manohar October 28, 1. ICICI Prudential Trust Dhall House, B-88, 2014 Limited; (Chairman and Sector - 51, 2. ICICI Home Finance Independent Gautam Budh Company Limited; Director) Nagar, Naida 3. Schneider Electric DIN: 02591373 (U.P.) - 201301 Infrastructure

Limited; and 4. Advani Hotels &

Resorts (India) Limited. #

' 4. Mr. Ashvin Parekh 66 years 501, Raheja August 25, 1. ICICI Lombard

(Independent Princess, s. K. 2016 General Insurance Director) Bole Marg, Agar Company Limited; DIN: 06559989 Bazar, Bhavani and

Shankar Road, 2. ICICI Securities Mumbai - Primary Dealership 400028 Limited.

5. Mr. Subrata 66 years Flat No. 2402, November Nil Mukherji Mahindra 29,2017 (Independent Heights Co-Op Director) Housing DIN: 00057492 Society, 96,

Tardeo Road, Near AC Market, Mumbai -400034

6. Ms. Vijayalakshmi 64 years Flat C-2, Floor 1, November 1. iylagma Fincorp Iyer Wing C, 29,2017 Limited; (Independent Goodwill CHSL, 2. L&T Infrastructure Director) Kanti Nagar, Development DIN: 05242960 Jain Mandir Projects Limited;

Road, 3. Avanse Financial Janakalyan Services Limited; Bank, Andheri 4. Aditya Birla Capital (East), Mumbai - Limited; 400059 5. Religare Enterprises

Limited; 6. Aditya Birla Arc

Limited; 7. Axis Mutual Fund

Trustee Limited; 8. BFSI Sector Skill

- Council of India; 9. GIC Housing Finance

. ' "' ' ' limited; and

2

10. Computer Age Management Services Limited.

' <

7. Mr. Anup Bagchi 49 years A-801, 8th Floor, October 11, 1. ICICI Bank Limited; (Director) Eldorado 2018 2. ICICI Home Finance DIN: 00105962 Heights, Company Limited;

Kashinath Dhuru 3. ICICI Prudential Life Road, Insurance Compaq,y Prabhadevi, Limited; Mumbai - 400 4. ICICI Prudential Asset 025 Management

' Company Limited; and

5. Comm Trade Services Limited.

8. Mr. Pramod Rao 45 years 1203, Akruti October 11, 1. ICICI Trusteeship (Director) Nova, B Wing, 2018 Services Limited; and DIN: 02218756 Akruti Niharika 2. ICICI Prudential Trust

Complex, N.S. Limited. Phadke Marg, Andheri (East), Mumbai - 400 069

1.3. Details of change in directors in last three financial years including any change in the current year:

Sr. Name, No. designation

and DIN

1. Mr. Vinod Kumar Dhall (Independent Director)

2.

DIN: 02591373

Mr. Vijay Chandok (Managing Director & CEO) DIN : 01545262-

Date of appointment/

resignation

Date of reappointment -

October 28, 2019

Date appointment. May7,2019

of

3

Date of cessation (in case of

resignation} Not applicable

Not applicable

Remarks ( viz. reasons for change,

etc.}

Mr. Vinod Kumar Dhall was re-appointed as an Independent Director of the Company, for a second term of five consecutive years effective from October 28, 2019.

Mr. Vijay Chandok (DIN: 01545262) was appointed as the Managing Director & CEO of the Company with effect from May 7, 2019.

3.

4.

5.

6.

7.

Ms. Shilpa Kumar (Managing Director & CEO) DIN : 02404667

Mr. Anup Bagchi (Director) DIN: 00105962

Mr. Pramod Rao (Director) DIN: 02218756

Ms. Chanda Kochhar (Director) DIN: 00043617

Ms. Vishakha Mulye (Director) DIN: 00203578

Date of resignation - May 6,2019

Date of appointment -October 11, 2018

Date of appointment -October 11, 2018

Date of resignation -October 5, 2018

Date of resignation· -October 5, 2018

4

May 6, 2019

Not applicable

Not applicable

October 5, 2018

October 5, 2018

Ms. Shilpa Kumar (DIN: 02404667) tendered her resignation as the Managing Director & CEO and also as a Director of the Company with effect from May 6, 2019.

Mr. Anup Bagchi (DIN: 00105962) Vvas appointed as an Additional Director by the Board of Directors with effect from October 11, 2018.

His appointment was approved by the Shareholders at Annual General Meeting of the Company held on August 2,2019.

Mr. Pramod Rao (DIN: 02218756) was appointed as an Additional Director by the Board of Directors with effect from October 11, 2018.

His . appointment was approved by the Shareholders at Annual General Meeting of the Company held on August 2, 2019.

Ms. Chanda Kochhar (DIN: 00043617) resigned from the Board of Directors of the Company with effect from October 5, 2018.

Ms. Vishakha Mulye (DIN: 00203578) resigned from the Board of Directors of the Company with effect from October 5, 2018,

8.

9.

Mr. Anup Bagchi (Director) DIN : 00105962

Mr. Subrata Mukherji (Independent Director) DIN : 00057492

10. Ms.

11.

12.

Vijayalakshmi Iyer (Independent Director) _ DIN : 05242960

Ms. Shilpa Kumar (Managing Director & CEO) DIN: 02404667

Mr. Anup Bagchi (Director) DIN : 00105962

Date resignation November 2017

of November 29, 2017

29,

Date appointment November 2017

of Not applicable

29,

Date of appointment -November 29, 2017

Date of appointment as Managing Director & CEO - November 3,2016

Date of appointment -November 3, 2016

5

Not applicable

Not applicable

Not applicable

Mr. Anup Bagchi (DIN: 00105962) ceased to be a Director of the Company with effect from November 29, 2017.

Mr. Subrata Mukherji (DIN: 00057492) was appointed as an Additional

* Director (Independent Director) by the Board of Directors with effect from November 29, 2017.

His appointment was approved by the Shareholders at the Extra-ordinary General Meeting of the Company held on December 4, 2017.

Ms. Vijayalakshmi Iyer (PIN: 05242960) was appointed as an Additional Director (Independent Director) by the Board of Directors with effect from November 29, 2017.

Her . appointment was approved by the Shareholders at the Extra-ordinary General Meeting of the Company held on December 4, 2017.

Ms. Shilpa Kumar (DIN: 02404667) was appointed as the Managing Director & CEO of the Company with effect from November 3, 2016 in place of M_r. Anup Bagchi.

Mr. Anup Bag chi (DIN: 00105962) was appointed as a Director nominated bv the ICICI

13.

14.

15.

16.

Sr. No.

1. 2.

3.

4.

5.

Bank Limited with effect from November 3, 2016.

Mr. Ashvin Parekh Date of Not applicable Ashvin Parekh (Independent appointment - (DIN: 06559989) was Director) August 25, 2016 appointed as an DIN: 06559989 Independent Director with

effect from August 25, 2016.

,Jt.,,

Mr. Uday Chitale Date of June 26, 2016 Mr. Uday Chitale (Independent resignation - June (DIN: 00043268) ceased to Director) 26,2016 be an Independent Director DIN: 00043268 of the Company on

completion of his term with effect from June 26, 2016.

Mr. Ajay Saraf Date of re- Not applicable Mr. Ajay Saraf (Executive appointment - (DIN: 00074885) was Director) May 25, 2016 re-appointed as the DIN: 00074885 Executive Director of the

Company with effect from May 25, 2016.

Mr. Anup Bagchi Date of re- Not applicable Mr. Anup Bagchi (Director) appointment - (DIN: 00105962) was DIN : 00105962 May 1, 2016 re-appointed as the

Managing Director & CEO of the Company with effect from IV!ay 1, 2016.

1.4. List of top 10 holders of equity shares of the Company as on date or the latest quarter end (i.e. December 31, 2019):

Name and category of Total no. of No. of shar~s in Total shareholding shareholder* equity shares demat form as % of total no. of

equity shares

ICICI Bank Limited 25,52, 16,095 25,52, 16,095 79.22 ICICI Prudential Mutual 95,95,794 95,95,794 2.98 Fund (under its various schemes) L & T Mutual Fund (under 82,72,400 82,72,400 2.57 its various schemes) IDFC Mutual Fund (under 75,85,978 75,85,978 2.35 its various schemes) Sundaram Mutual Fund 32,83,861 32,83,861 .1.02

6

(under its various schemes)

6. Fidelity Funds - India 27,96,261 27,96,261 0.87 Focus Fund

7. UTI Mutual fund (under 24,98,325 24,98,325 0.78 its various schemes)

8. Aditya Birla .Sun Life 13,58,500 13,58,500 0.42 Mutual Fund (under its various schemes) ,_

9. Abakkus Growth Fund - 1 12,00,000 12,00,000 0.37

10. State Bank of India 8,98,320 9, 16,820 0.28

*Out of the above shareholders, /CIC/ Bank Limited is the Promoter shareholder.

1.5. Details of the statutory auditor:

Name and address Date Qf appointment Remarks

BS R & Co. LLP Date of appointment - B S R & Co. LLP (Registration June 9, 2017 number 101248W/W-100022) were

5th Floor, Lodha Excelus, Apollo appointed as the Statutory Mills Compound, N. M. Joshi Auditors of the Company for five Marg, Mahalakshmi, years from the 22nd Annual Mumbai - 400 011 General Meeting dated June 9,

2017 till the 27th Annual General Meeting of the Company.

1.6. Petails of the change in statutory auditors in last three financial years including any change in the current year:

Name, address Date of Date of cessation Remarks ( viz. reasons appointment/ {in case of for change etc.) Resignation resignation)

Date of Not Applicable BS R & Co. LLP (Registration 101248W/ 100022)

number appointment - June W- 9, 2017

B S R & Co. LLP (Registration number 101248W/OW-100022) were appointed as the Statutory Auditors of the Company for five years from the 22 nd Annual General Meeting held on June 9, 2017 till the. 27th Annual General Meeting of the Company.

5th Floor, Lodha Excelus, Apollo Mills Compound, N. M. Joshi Marg, Mahalakshmi, Mumbai - 400011

7

S. R. Batliboi & Co. LLP Date of June 9, 2017 S. R. Batliboi & Co. LLP,

(Registration no. re-appointment - Chartered Accountants 301003E) June 27, 2014 (Registration no.

301003E) were

14th Floor, The Ruby, re-appointed as the 29, Senapati Bapat Statutory Auditors of the Marg, Dadar (W), Company for three years

Mumbai - 400028 from the 19th Annual ~

General Meeting held on

June 27, 2014 till the 22nd

' Annual General Meeting held on June 9, 2017.

1.7. List of top 10 debt securities holders (as on December 31, 2019):

Category Face value of CP Holding of debt Sr. Name of holder Holding(~) securities as a No. percentage of total

debt securities outstanding of the issuer

1. SBI Mutual Fund - SBI Liquid MF 2,50,00,00,000.00 16.67 Fund

2. SBI Mutual Fund - SBI Liquid MF 2,00,00,00,000.00 13.33 Fund

3. L&T Liquid Fund MF 1, 75,00,00,000.00 11.67 4. Axis Mutual Fund Trustee MF 1,50,00,00,000.00 10.00

Limited a/c Axis Mutual Fund A/c Axis Liquid Fund I

5. UTI - Liquid Cash Plan MF 1,50,00,00,000.00 10.00 6. DSP Liquidity Fund MF 1,00,00,00,000.00 6.67 7. Aditya BSL Trustee Private MF 1,00,00,00,000.00 6.67

Limited A/c - Aditya Birla Sun Life Liquid Fund

8. Axis Mutual Fund Trustee MF 1,00,00,00,000.00 6.67 Limited a/c Axis Mutual Fund A/c Axis Liquid Fund

' 9. L&T -Liquid Fund MF 75,00,00,000.00 5.00 10. Aditya SSL Trustee Private MF 50,00,00,000.00 3.33

Limited A/c - Aditya Birla Sun Life Liquid Fund '

11; UTI Liquid Cash Plan MF 50,00,00,000.00 3.33

8

12. Edelweiss Liquid Fund MF 50,00,00,000.00 3.33

13. Canara Robeco Mutual Fund A/c MF 50,00,00,000.00 3.33 Canara Robeco Liquid Fund

1.8. List of top 10 CP holders (as on December 31, 2019):

Category Face value of CP CP holding percentage Sr. Name of CP holder of CP Holding(~) as a percentage of total No. holder CP outstanding of >the

issuer 1. SB! Mutual Fund - SBI Liquid MF 2,50,00,00,000.00 16.67

Fund 2. SBI Mutual Fund - SBI Liquid MF 2,00,00,00,000.00 13.33

Fund 3. L&T Liquid Fund MF 1, 75,00,00,000.00 11.67


5. UTI · Liquid Cash Plan MF 1,50,00,00,000.00 10.00

6. DSP Liquidity Fund . MF 1,00,00,00,000.00 6.67

7. Aditya BSL Trustee Private MF 1,00,00,00,000.00 6.67 Limited Ale • Aditya Birla Sun Life Liquid Fund


9. L&T Liquid Fund MF 75,00,00,000.00 5.00

10. Aditya BSL Trustee Private MF 50,00,00,000.00 3.33 Limited A/c • Aditya Birla Sun Life Liquid Fund

11. UTI Liquid Cash Plan MF 50,00,00,000.00 3.33

12. Edelweiss Liquid Fund MF 50,00,00,000.00 3.33

13. Canara Robeco Mutual Fund A/c MF 50,00,00,000.00 3.33 Canara Robeco Liquid Fund

2. Material Information:

2.1. Details of all default/s and/or delay in payments of interest and principal of CPs, (including technical delay), debt securities, term loans, external commercial borrowings and other financial indebtedness including corporate guarantee issued in the past 5 financiijl years including in the current financial year - Nil.

2.2. Ongoing and/or outstanding material litigation and regulatory strictures, if any • Nil. ..

Sr. No.

1.

2.

3.

2.3. Any material event/development having implications on the financials/credit quality including any material regulatory proceedings against the Issuer/promoters, tax litigations resulting in material liabilities, corporate restructuring event which may affect the issue or the investor's decision to invest /continue to invest in the CP - Nil

3. Details of borrowings of the company, as on the latest quarter end:

3.1. Details of debt securities and CPs: Please refer Annexure 1

3.2. Details of secured/unsecured loan facilities/bank fund based facilities/rest of the borrowing, if any, including hybrid debt like foreign currency convertible bonds (FCCB), optionally convertible debentures/preference shares from banks or financial institutions or financial creditors, as on the last quarter end (i.e. December 31, 2019)

Lender's Nature of Amount Principal Repayment Security, . ii Credit Asset name/ facility/ sanction Amount date/ applicable rating, ii classification Name oi instrument ed (~ in outstanding schedule applicable the Bank Crore) (~ in Crore)

ICICI Overdraft 100.0 100.0 November Receivables NA Standard Bank 20,2020 Limited

ICICI TOD 400.0 400.0 November Receivables NA Standard Bank 20,2020* Limited

ICICI OD FD 100.0 100.0 March 22, Fixed NA Standard Bank 2020 Deposit

Limited

*Sanction Validity is November 20, 2020 and Tenor of facility is maximum 30 working days.

3.3. The amount of corporate guarantee or letter of comfort issued by the issuer along with name of the counterparty (like name of the subsidiary, JV entity, group company, etc.) on behalf of whom it has been issued, contingent liability including debt service reserve account (DSRA) guarantees/any put option, etc. -Not applicable

10

4. Issue Information:

4.1. Details of current tranche including ISIN, amount, date of issue, maturity, all credit ratings including unaccepted ratings, date of rating, name- of credit rating , agency, its validity period (details of credit rating letter issued not older than one month on the date of opening of the issue), details of issuing and paying agent and other conditions, if any - Please refer Annexure 2

4.2. CP borrowing limit, supporting board resolution for CP borrowing, details of CP issued during the last 15 months - Please- refer Annexure 3 for details of CPs issued during the last 15 months and the Board and Shareholder resolutions for CP borrowing.

4.3. End-use of funds: Working capital requirement for Retail and Treasury segment.

4.4. Credit Support/enhancement (if any): Not applicable

(i) Details of instrument, amount, guarantor company

(ii) Copy of the executed guarantee

(iii) Net worth of the guarantor company

(iv) Names of companies to which guarantor has issued similar guarantee

(v) Extent of the guarantee offered by the guarantor company

(vi) Conditions under which the guarantee will be invoked

5. Financial Information:

5.1. Audited/Limited review half yearly consolidated (wherever available) and standalone financial information (Profit & Loss statement, Balance Sheet and Cash Flow statement) along with auditor qualifications, if any, for last three years along with latest available financial results.

In case an issuer is required to prepare financial results for the purpose of consolidated financial results in terms of Regulation 33 of SEBI LODR Regulations, latest availabl~quarterly financial results shall be filed . . , ,

The Company has adopt;d Ind AS w.e.f. April 1, 2018 having transition date as April 1, 2017. Hence, the financial statements for the year ending March 31, 2019 are in accordance with Ind AS, with restated comparative figures for the year ending March 31, 2018.

IGAAP Financials for FY2017, FY2018 & Ind AS financials for FY2019 consisting of restated figures'for FY2018 as comparatives are provided as Annexure 4.1.

11

The audited financial results for the quarter and nine months ended December 31, 2019 are provided as Annexure 4.2.

5.2. Latest audited financials should not be older than six month from the date of application for listing.

Provided that listed issuers (who have already listed their specified securities and/or 'Non-convertible Debt Securities' (NCDs) and/or 'Non-Convertible Redeemable Preference Shares' (NCRPS) who are in compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter "SEBI LODR Regulations"), and/or issuers (who have outstanding listed Commercial Paper (CPs)) who are in compliance with Annexure II of CP Circular may file unaudited financials with limited review for the stub period in the current financial year, subject to making necessary disclosures in this regard including risk factors.

6. Asset Liability Management (ALM) Disclosures: Not Applicable

6.1. NBFCs seeking to list their CPs shall make disclosures as specified for NBFCs in SEBI Circular nos. CIR/IMD/DF/ 12 /2014, dated June 17, 2014 and CIR/JMD/DF/6 /2015, dated September 15, 201.5, as revised from time to time. Further, "Total assets under management", under para 1.a. of Annexure I of CIR/IMD/DF/6 /2015, dated September 15, 2015 shall also include details of off balance sheet assets.

6.2. HFCs shall make disclosures as specified for NBFCs in SEBI Circular no. CIR/IMO/OF/ 6 /2015, dated September 15, 2015; as revised from time to time with appropriate modifications viz. retail housing loan, loan against property, wholesale loan - developer and others.

For ICICI Securities Limited

Allwyn@:za Vice President - Operations

Place: Mumbai

12 ·

Annexure 1

3.1 Details of debt securities and CPs as on the latest quarter end (i.e. December 31, 2019):

Series ISIN Tenor/ Coupon !Amount issued Date of allotment Redemption Credit Secured/ Security Other Details viz. Period date/ Schedule rating Unsecured Detai.ls of IPA, of Details of CRA maturity

1 INE763G14Hl3 60 NA 75,00,00,000.00 November 15, 2019 January 14, 2020 1A1+ Unsecured NA IPA - ICICI BANK & CRA - CRISIL & ICHA

2 INE763G14Hl3 60 NA 1,00,00,00,000.00 November 15, 2019 January 14, 2020 1A1+ Unsecured NA IPA - ICICI BANK & CRA - CRISIL & ICRA

3 INE763G14Hl3 60 NA 1,50,00,00,000.00 November 15, 2019 January 14, 2020 1A1 + Unsecured NA IPA - ICICI BANK & CRA - CRISIL & ICRA

14 INE763G14HJ1 59 NA 1,00,00,00,000.00 November 19, 2019 January 17, 2020 ~1+ Unsecured NA IPA- ICICI BANK & CRA - CRISIL & ICRA

5 INE763G14HJ1 59 NA 1,50,00,00,000.00 November 19, 2019 ·January 17, 2020 A1+ Unsecured NA IPA- ICICI BANK & CRA - CRISIL & ICRA

6 INE763G14HJ1 59 NA 50,00,00,000.00 November 19, 2019 January 17, 2020 IA1+ Unsecured NA IPA - ICICI BANK & CRA - CRISIL & ICRA

7 INE763G14HJ1 59 NA 50,00,00,000.00 November 19, 2019 January 17; 2020 IA1+ Unsecured NA IPA - ICICI BANK & CRA - CRISIL & ICRA

'

8 INE763G14HK9 61 NA 1, 75,00,00,000.00 November 28, 2019 January 28, 2020 IA1+ Unsecured NA IPA - ICICI BANK & CRA - CRISIL & ICRA

9 INE763G14HL7 90 NA 1,00,00,00,000.00 December 13, 2019 March 12, 2020 A1+ Unsecured NA IPA - ICICI BANK & CRA - CRISIL & ICRA

10 INE763G14HL7 90 NA 50,00,00,000.00 December 13, 2019 March 12, 2020 A1 + Unsecured NA IPA - ICICI BANK & CRA - CRISIL & ICRA

11 INE763G14HM5 60 NA 2,00,00,00,000.00 December 19, 2019 February 17, !Al+ Unsecured NA IPA - ICICI BANK & 2020 CRA - CRISlt &

ICRA

12 INE763G14HN3 60 NA 2,50,00,00,000.00 December 26, 2019 February 24, IA1 + Unsecured NA IPA - ICICI BANK & 2020 CRA - CRISIL &

ICRA

13 INE763G14HN3 60 NA 50,00,00,000.00 December 26, 2019 February 24, IA1 + Unsecured NA IPA - ICICI BANK & 2020 ~ CRA - CRISIL &

ICRA

Annexure 2 Name of

Tenor/ Credit Date of Validity Validity Other Details Period of Amount Issued Date of Redemption Rating Credit Credit for period for Secured/ IPA&CRA

Series ISIN Maturity Coupon (in Rs.) Allotment Date Agency Rating Rating issuance rating Unsecured Security Details IPA- ICICI

26-01-2021 BANK LIMITED CRISIL & 2&3 & & CRA - CRISIL

1 INE763G14HV6 88 days NA 2,50,00,00,000 24-02-2020 22-05-2020 ICRA A1+ 27-01-2020 Months 17-03-2021 UNSECURED NA &ICRA

Annexure 3

. 1 INE763G14GF1 November 27, 2018 50,00,00,000.00 February 11, 2019 Nil ICICI Bank Limited Crisil & ICRA A1+ 1500 2 INE763G14GG9 December 21, 2018 50,00,00,000.00 February 18, 2019 Nil ICICI Bank Limited Crisil &ICRA A1+ 1500 3 INE763G14GG9 December 21, 2018 1,25,00,00,000.00 February 18, 2019 Nil ICICI Bank Limited Crisil & ICRA A1+ 1500 4 INE763G14GH7 January 3, 2019 50,00,00,000.00 March 1, 2019 Nil ICICI Bank Limited Crisil &ICRA A1+ 1500 5 INE763G14GH7 January 3, 2019 50,00,00,000:-00 March 1, 2019 Nil ICICI Bank Limited Crisil & ICRA A1+ 1500 6 INE763G14Gl5 January 8, 2019 50,00,00,000.00 March 22, 2019 Nil ICICI Bank Limited Crisil &ICRA A1+ 1500 7 INE763G14Gl5 Januarv 8, 2019 50,00,00,000.00 March 22, 2019 Nil ICICI Bank Limited Crisil & ICRA A1+ 1500 8 INE763G14GJ3 February 1, 2019 50,00,00,000.00 Aoril 30, 2019 Nil ICICI Bank Limited Crisil &ICRA A1+ 1500 9 INE763G14GJ3 February 1, 2019 1,00,00,00,000.00 April 30, 2019 Nil ICICI Bank Limited Crisil & ICRA A1+ 1500

10 INE763G14GK1 February 12, 2019 50,00,00,000.00 April 12, 2019 Nil ICICI Bank Limited Crisil & ICRA A1+ 1500 11 INE763G14GL9 February 20, 2019 1,00 ,00 ,00 ,000.00 April 23, 2019 Nil ICICI Bank Limited Crisil & ICRA A1+ 1500 12 INE763G14GL9 February 20, 2019 50,00,00,000.00 April 23, 2019 Nil ICICI Bank Limited Crisil &ICRA A1+ 1500 13 INE763G14GN5 March 18, 2019 50,00,00,000.00 May 17,2019 Nil ICICI Bank Limited Crisil &ICRA A1+ 1500 14 INE763G14GN5 March 18, 2019 50,00,00,000.00 May 17, 2019 Nil ICICI Bank Limited Crisil & ICRA A1+ 1500 15 INE763G14GO3 April 4, 2019 50,00,00,000.00 June 3, 2019 Nil ICICI Bank Limited Crisil &ICRA A1+ 1500 16 INE763G14GO3 April 4, 2019 1,00,00,00,000.00 June 3, 2019 Nil ICICI Bank Limited Crisil & ICRA A1+ 1500 17 INE763G14GP0 April 12, 2019 1,00,00,00,000.00 June 11, 2019 Nil ICICI Bank Limited Crisil &ICRA A1+ 1500 18 INE763G14GQ8 April 18, 2019 1,00,00,00,000.00 June 17, 2019 Nil ICICI Bank Limited Crisil & ICRA A1+ 1500 19 INE763G14GQ8 April 18, 2019 1,50,00,00,000.00 June 17, 2019 Nil ICICI Bank Limited Crisil & ICRA A1+ 1500 20 INE763G14GR6 April 30, 2019 75,00,00,000.00 June 28, 2019 Nil ICICI Bank Limited Crisil & ICRA A1+ 1500 21 INE763G14GR6 April 30, 2019 75,00,00,000.00 June 28, 2019 Nil ICICI Bank Limited Crisil &ICRA A1+ 1500 22 INE763G14GR6 May 13, 2019 50,00,00,000.00 June 28, 2019 Nil ICICI Bank Limited Crisil & ICRA A1+ 1500 23 INE763G14GS4 May27,2019 50,00,00,000.00 July 19, 2019 Nil ICICI Bank Limited Crisil & ICRA A1+ 1500 24 INE763G14GS4 May 27, 2019 50,00,00,000.00 July 19, 2019 Nil ICICI Bank Limited Crisil & ICRA A1+ 1500 25 INE763G14GT2 May31,2019 1,00,00,00,000.00 July 30, 2019 Nil ICICI Bank Limited Crisil &ICRA A1+ 1500 26 INE763G14GU0 June 13, 2019 3,50,00,00,000.00 August 2, 2019 Nil ICICI Bank Limited Crisil & ICRA A1+ 1500 27 INE763G14GU0 June 13, 2019 50,00,00,000.00 August 2, 2019 Nil ICICI Bank Limited Crisil & ICRA A1+ 1500 28 INE763G14GU0 June 14, 2019 1,00,00,00,000.00 August 2, 2019 Nil ICICI Bank Limited Crisil & ICRA A1+ 1500 29 INE763G14GV8 June 27, 2019 50,00,00,000.00 September 25, 2019 Nil ICICI Bank Limited Crisil &ICRA A1+ 1500 30 INE763G14GV8 July 15, 2019 50,00,00,000.00 September 25, 2019 Nil ICICI Bank Limited Crisil & ICRA A1+ 1500 31 INE763G14GV8 July 15, 2019 50,00,00,000.00 September 25, 2019 Nil ICICI Bank Limited Crisil & ICRA A1+ 1500 32 INE763G14GW6 July 29, 2019 1,00,00,00,000.00 September 27, 2019 Nil ICICI Bank Limited. Crisil &ICRA A1+ 1500 33 INE763G14GW6 July 29, 2019 1,00,00,00,000.00 September 27, 2019 Nil ICICI Bank Limited Crisil &ICRA A1+ 1500 34 INE763G14GX4 August 2, 2019 2,00,00,00,000.00 September 17, 2019 Nil ICICI Bank Limited Crisil & ICRA A1+ 1500 35 INE763G14GY2 August 2, 2019 2,00,00,00,000.00 October 3, 2019 Nil ICICI Bank Limited Crisil&ICRA A1+ 1500 36 INE763G14GZ9 August 6, 2019 1,00,00,00,000.00 October 31, 2019 Nil ICICI Bank Limited Crisil & ICRA A1+ 1500 37 INE763G14HA0 August 29, 2019 1,00,00,00,000.00 October 25, 2019 Nil ICICI Bank Limited Crisil & ICRA A1+ 1500 38 INE763G14HA0 August 29, 2019 25,00,00,000.00 October 25, 2019 Nil ICICI Bank Limited Crisil &ICRA A1+ 1500 39 INE763G14HB8 September 17, 2019 1,50 ,00 ,00 ,000.00 November 15, 2019 Nil ICICI Bank Limited Crisil & ICRA A1+ 1500 40 INE763G14HB8 September 17,-2019 50,00,00,000.00 November 15, 2019 Nil ICICI Bank Limited Crisil & ICRA A1+ 1500 41 INE763G14HB8 September 17, 2019 50,00,00,000.00 November 15, 2019 Nil ICICI Bank Limited Crisil & ICRA A1+ 1500 42 INE763G14HC6 September 19, 2019 2,50,00,00,000.00 November 19, 2019 Nil ICICI Bank Limited Crisil &ICRA A1+ 1500 43 INE763G14HD4 September 27, 2019 45,00,00,000.00 November 28, 2019 Nil ICICI Bank Limited Crisil & ICRA A1+ 1500

44 INE763G14HD4 September 27, 2019 50,00,00,000.00 November 28, 2019 Nil ICICI Bank Limited Crisil &ICRA A1+ 1500

45 INE763G14HE2 October 3, 2019 1,50,00,00,000.00 December 3, 2019 Nil ICICI Bank Limited Crisil & ICRA A1+ 1500

46 INE763G14HF9 October 14, 2019 1,00 ,00 ,00 ,000.00 December 13, 2019 Nil ICICI Bank Limited Crisil & ICRA A1+ 1500

47 INE763G14HG7 October 25, 2019 2,00,00,00,000.00 December 19, 2019 Nil ICICI Bank Limited Crisil & ICRA A1+ 1500

48 INE763G14HH5 October 29, 2019 2,00,00,00,000.00 December 27, 2019 Nil ICICI Bank Limited Crisil &ICRA A1+ 1500

49 INE763G14H13 November 15, 2019 75,00,00,000.00 January 14, 2020 Nil ICICI Bank Limited Crisil & ICRA A1+ 1500

50 INE763G14Hl3 November 15, 2019 1,00,00,00,000.00 January 14, 2020 Nil ICICI Bank Limited Crisil & ICRA A1+ 1500

51 INE763G14H13 November 15, 2019 1,50,00,00,000.00 January 14, 2020 Nil ICICI Bank Limited Crisil & ICRA A1+ 1500

52 INE763G14HJ1 November 19, 2019 1,00 ,00 ,00 ,000.00 January 17, 2020 Nil ICICI Bank Limited Crisil &ICRA A1+ 1500

53 INE763G14HJ1 November 19, 2019 1,50 ,00 ,00 ,000.00 January 17, 2020 Nil ICICI Bank Limited Crisil & ICRA ·A1+ 1500

54 INE763G14HJ1 November 19, 2019 50,00,00,000.00 January 17, 2020 Nil ICICI Bank Limited Crisil & ICRA A1+ 1500

55 INE763G14HJ1 November 19, 2019 50,00,00,000.00 January 17, 2020 Nil ICICI Bank Limited Crisil & ICRA A1+ 1500

56 INE763G14HK9 November 28, 2019 1, 75 ,00 ,00 ,000.00 January 28, 2020 Nil ICICI Bank Limited Crisil &ICRA A1+ 1500

57 INE763G14HF9 December 4, 2019 40,00,00,000.00 December 13, 2019 Nil ICICI Bank Limited Crisil & ICRA A1+ 1500




61 INE763G14HF9 December 4, 2019 25,00,00,000.00 December 13, 2019 Nil ICICI Bank Limited Crisil &ICRA A1+ 1500

62 INE763G14HL7 December 13, 2019 1,00,00,00,000.00 March 12, 2020 1,00 ,00 ,00 ,000.00 ICICI Bank Limited Crisil & ICRA A1+ 1500

63 INE763G14HL7 December 13, 2019 50,00,00,000.00 March 12, 2020 50,00,00,000.00 ICICI Bank Limited Crisil & ICRA A1+ 1500

64 INE763G14HM5 December 19, 2019 2,00 ,00 ,00 ,000.00 February 17, 2020 Nil ICICI Bank Limited Crisil &ICRA A1+ 1500

65 INE763Gi4HN3 December 26, 2019 2,50,00,00,000.00 February 24, 2020 2,50,00,00,000.00 ICICI Bank Limited Crisil & ICRA A1+ 2500

66 INE763G14HN3 December 26, 2019 50,00,00,000.00 February 24, 2020 50,00,00,000.00 ICICI Bank Limited Crisil & ICRA A1+ 2500

67 INE763G14HO1 January 14, 2020 1,00,00,00,000.00 April 3, 2020 1,00,00,00,000.00 ICICI Bank Limited Crisil &ICRA A1+ 2500

68 INE763G14HO1 January 14, 2020 2,00,00,00,000.00 April 3, 2020 2,00,00,00,000.00 ICICI Bank Limited Crisil & ICRA A1+ 2500

69 INE763G14HP8 January 17, 2020 1,50,00,00,000.00 April 9, 2020 1,50 ,00 ,00 ,000.00 ICICI Bank Limited Crisil & ICRA A1+ 2500

70 INE763G14HP8 January 17, 2020 45,00,00,000.00 April 9, 2020 45,00,00,000.00 ICICI Bank Limited Crisil &ICRA A1+ 2500

71 INE763G14HP8 January 17, 2020 5,00,00,000.00 April 9, 2020 5,00,00,000.00 ICICI Bank Limited Crisil &ICRA A1+ 2500

72 INE763G14HQ6 January 17, 2020 1,50,00,00,000.00 March 23, 2020 1,50,00,00,000.00 ICICI Bank Limited Crisil & ICRA A1+ 2500

73 INE763G14HQ6 January 17, 2020 1,50,00,00,000.00 March 23, 2020 1,50,00,00,000.00, ICICI Bank Limited Crisil & ICRA A1+ 2500

74 INE763G14HR4 January 27, 2020 2,00,00,00,000.00 April 16, 2.020 2,00 ,00 ,00 ,000.00 ICICI Bank Limited Crisil &ICRA A1+ 2500

75 INE763G14HS2 January 29, 2020 1,50,00,00,000.00 April 15, 2020 1,50 ,00 ,00 ,000.00 ICICI Bank Limited Crisil & ICRA A1+ 2500

76 INE763G14HT0 February 17, 2020 1,75,00,00,000.00 May 15, 2020 1, 75 ,00 ,00 ,000.00 ICICI Bank Limited Crisil & ICRA A1+ 2500

77 INE763G14HT0 February 17, 2020 25,00,00,000.00 May 15, 2020 25,00,00,000.00 ICICI Bank Limited Crisil & ICRA A1+ 2500

ICICI Securities CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF THE COMPANY HELD ON JULY 24, 2017

Increase in the existing borrowing limit under Section 180 of the Companies Act, 2013:

RESOLVED that in supersession of all the earlier resolutions passed under the provisions of Section 180 (1) (c) and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force) and in accordance with the provisions of the Articles of Association of the Company and subject to the approval of the Shareholders, the consent of the Board of Directors of the Company be and is hereby accorded to borrow such moneys or sums of &

moneys, subject to the prevailing laws, rules, regulations and guidelines to the extent they are applicable, in any manner, from time to time, with or without security and upon such terms and conditions as the Board may think fit, notwithstanding that moneys to be borrowed together with moneys already borrowed by the Company (apart from temporary loans obtained from the Company's bankers in the ordinary course of business) may exceed the aggregate of the paid-up capital of the Company and its free reserves, provided that the total amount so borrowed and outstanding at any time shall not exceed the sum of ~ 2500,00,00,000/- {Rupees Two Thousand Five Hundred Crore only).

RESOLVED further that on consent and approval of the Shareholders, any one of the Directors of the Company or any two of the following officials of the Co.mpany, viz.,

Mr. Subir Saha Mr. Raju Nanwani Mr. Prashant Mohta Ms. Sangeeta Panchdhari Mr. Allwyn Cardoza Mr. Thomas D'Souza Mr. Vipul Mewada Mr. Prasannan Keshavan

be and are hereby authorised to negotiate, modify, finalise, settle and to acceptthe terms of the borrowings and to sign, execute and furnish on behalf of the Company all such papers, deeds, documents, but not limited to undertakings, agreements, indemnities, etc. including any modifications thereto, as may be necessary or required for the said purpose and to do such other acts as may be incidental or consequential thereto.

Certified to be true For ICICI Securities Limited

Q~> Raju~wani

le,, Senior Vice President & Company Secretary

Date: January 6, 2020 Member of National Stock Exchange of India Ltd, BSE Ltd and Metropolitan Stock Exchange of India Ltd. SEBI Registration : INZ000183631' CIN No.: L67120MH1995PLCOB6241

ICICI Securities Limited Registered Office (Institutional): ICICI Centre, H. T. Parekh Marg, Churchgate, Mumbai 400 020, India. Tel (91 22) 2288 2460/70 Fax (91 22) 2288 2455

• Corporate Office (Retail): Shree Sawan.Knowledge Park, Plot No. D-507, T.T.C. Ind. Area, M.I.D.C,Turbhe, Navi Mumbai - 400 705 Tel (91 22) 4070 1000 Fax (91 22) 4070 1022

Name of Compliance Officer (Broking Operations) : Mr. Anoop Goyal Email Address: [email protected] / Tel (91 22) 4070 1000 Website Address: www.icicisecurities.com/ www.icicidirect.com

.. ····· .....••.. ·········-· -· .·--· ·, ······ .. ,, ................. , .....•...•..•....

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(I /CIC/ Securities CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF THE COMPANY HELD ON JANUARY 14, 2019

Increase in the limit for borrowing money by issuance of Commercial Papers (CPs) for a sum not exceeding f 25 billion outstanding at any point of time:

RESOLVED that in partial modification of the earlier resolution passed by the Board in this regard, the Company do borrow money by issuing Commercial Papers for a sum not exceeding ~ 25.00 billion (Rupees Twenty five billion) outstanding at any point of time.

RESOLVED further that the other terms of the resolutions passed earlier in this regard at the meeting of the Board of Directors shall remain unaltered.

Certified to be true For ICICI Securities Limited

~ ~_/' Raju Nanwani" Senior Vice President & Company Secretary

Date: January 6, 2020

Member of National Stock Exchange of India Ltd, BSE Ltd and Metropolitan Stock Exchange of India Ltd. SEBI Registration : INZ000183631 GIN No.: L671Z0MH1995PLC086241


• Corporate Office (Retail): Shree Sawan Knowledge Park, Plot No. D-507, T.T.C. Ind. Area, M.I.D.C,Turbhe, Navi Mumbai - 400 705 Tel (91 22) 4070 1000 Fax (91 22) 4070 1022

Name of Compliance Officer (Broking Operations) : Mr. Anoop Goyal Email Address: [email protected] / Tel (91 22) 4070 1000 Website Address:www.icicisecurities.com/ www.icicidirect.com.

4-

ICICI Securities CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF THE COMPANY HELD ON JANUARY 20, 2020

' Matters related to Commercial Papers issued by the Company:

RESOLVED that any one of the Directors of the Company or any two of the following officials of the Company, viz.,

Mr. Harvinder Jaspal Ms. Sonali Chandak Mr. Raju Nanwani Mr. Prasannan Keshavan Mr. Vipul Mewada Mr. Allwyn Cardoza Mr. Thomas Dsouza

be and are hereby authorised to sign, execute and furnish on behalf of the Company all such papers, deeds, documents, but not limited to undertakings, agreements, indemnities, etc. including any modifications thereto, as may be necessary or required for the issuance of Commercial Papers subject to the limit as may be agreed by the Board from time to time and to do such other acts as may be incidental or consequential thereto.

RESOLVED further that the following officials of the Company, viz.,

Mr. Harvinder Jaspal Ms. Sonali Chandak Mr. Raju Nanwani Mr. Prasannan Keshavan Mr. Vipul Mewada Mr. Allwyn Cardoza Mr. Rupesh Jadhav Mr. Siddhanth Nimbalkar

be and are hereby severally authorized to sign, execute and submit various documents in relation to listing of Commercial Papers on the Stock Exchange(s) as well as filing of various intimations with the Stock Exchanges in this regard and to do such other acts as may be incidental or consequential thereto.

Certified to be true

For ~ ~ Securities Limited

~~ Raju anwani Senior Vice President & Company Secretary

Date: February 24, 2020

Member of National Stock Exchange of India Ltd, BSE Ltd and Metropolitan Stock Exchange of India Ltd .

SEBI Registration : INZ000183631 CIN No.: L67120MH1995PLC086241

ICICI Securities Limited Registered Office (Institutional): ICICI Centre, H. T. Parekh Marg, Churchgate, Mumbai 400 020, India. Tel (91 22) 2288 2460no Fax (91 22) 2288 2455

Corporate Office (Retail): Shree Sawan Knowledge Park, Plot No. D-507, T.T.C. Ind. Area, M .I.D.C,Turbhe, Navi Mumbai - 400 705 Tel (91 22) 4070 1000 Fax (91 22) 4070 1022

Name of Compliance Officer (Broking Operations) : Mr. Anoop Goyal Email Address: complianceofficer@icicisecurities .com / Tel (91 22) 4070 1000 Website Address: www.icicisecurities.com/ www.icicidirect.com

ICICI Securities CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE SHAREHOLDERS OF THE COMPANY AT THE EXTRA-ORDINARY GENERAL MEEETING OF THE COMPANY HELD ON JULY 25, 2017

Increase in the Borrowing limit of the Company under Section 180 of the Companies Act, 2013:

RESOLVED that in supersession of all the earlier resolutions passed by the Company, the consent of the Members under the provisions of Section 180 { 1) {c) and other applicable provisions, if any, of the Companies Act, 2013 {including any statutory modification{s) or re-enactment thereof for the time being in force) and in accordance with the provisions of the Articles of Association of the Company, be and is hereby accorded to the borrowings by the Board of Directors of the Company from time to time of such moneys or sums of moneys, subject to the prevailing laws, rules, regulations and guidelines to the extent they are applicable, in any manner, from time to time, with or without security and upon such terms and conditions as the Board may think fit, notwithstanding that moneys to be borrowed together with moneys already borrowed by the Company {apart from temporary loans obtained from the Company's bankers in the ordinary course of business) may exceed the aggregate of the paid-up capital of the Company and its free reserves, provided that the total amount so borrowed and outstanding at any time shall not exceed the sum of '{ 2500,00,00,000/- {Rupees Two Thousand Five Hundred Crore only).

RESOLVED further that the Board of Directors of the Company be and is hereby authorised to execute such documents, deeds, writings, papers, agreements and do all such acts, deeds, matters and things, as it may in its absolute discretion deem necessary, proper or desirable to give effect to the aforesaid resolution on behalf of the Company and to settle any doubts, difficulties or questions as may arise in this regard and to take such steps as may be necessary to give effect to this resolution.

Certified to be true For ~ICI ,securities Limited

~' '~

Raju Nanwani Senior Vice President & Company Secretary

Date: January 6, 2020

Member of National Stock Exchange of India Ltd, BSE Ltd and Metropolitan Stock Exchange of India Ltd. SEBI Registration : INZ000183631 ' . CIN No.: L67120MH1995PLC086241


-Corporate Office (Retail): Shree Sawan Knowledge Park, Plot No. D-507, T.T.C. Ind. Area, M.I.D.C,Turbhe, Navi Mumbai - 400 705 Tel (91 22) 4070 1000 Fax (91 22) 4070 1022

Name of Compliance Officer (Broking Operations) : Mr. Anoop Goyal Email Address: [email protected] / Tel (91 22) 4070 1000 Website Address:www.icicisecurities.com/ www.icicidirect.com

'11\!POWER!N<l lm!IM1ffl~ A llfiBI lolt/otr,o

48

independent auditors’ report

REPORT ON THE FINANCIAL STATEMENTSWe have audited the accompanying standalone financial statements of ICICI Securities Limited (“the Company”), which comprise the Balance Sheet as at 31 March 2017, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTSThe Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the Companies (Accounting Standards) Amendment Rules, 2016. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR’S RESPONSIBILITYOur responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

OPINIONIn our opinion and to the best of our information and according to the explanations given to us, the standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31 March 2017, its profit, and its cash flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS1. As required by the Companies (Auditor’s report) Order, 2016 (“the Order”) issued

by the Central Government of India in terms of sub-section (11) of section 143of the Act, we give in the Annexure 1 a statement on the matters specified inparagraphs 3 and 4 of the Order.

to the Members of ICICI Securities Limited

2. As required by section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

(b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

(c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the Companies (Accounting Standards) Amendment Rules, 2016;

(e) On the basis of written representations received from the directors as on 31 March 2017, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2017, from being appointed as a director in terms of section 164(2) of the Act;

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure 2” to this report;

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on itsfinancial position in its financial statements, refer Note 34 to standalonethe financial statements.

ii. The Company did not have any long-term contracts including derivativecontracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to theInvestor Education and Protection Fund by the Company.

iv. The Company has provided requisite disclosure in Note 39 to thesestandalone financial statements as to the holding of Specified BankNotes on 08 November 2016, and 30 December 2016, as well as dealingsin Specified Bank Notes during the period from 08 November 2016 to30 December 2016. Based on our enquires, test check of the books ofaccount and other details maintained by the Company and relying onthe management representation regarding the holding and nature ofcash transaction, including Specified Bank Notes, we report that thesedisclosures are in accordance with the books of accounts maintained bythe Company.

for S.R. Batliboi & Co LLPChartered Accountants

ICAI Firm Registration Number: 301003E/E300005

per SHRAWAN JALAN Partner

Membership Number: 102102

Place: MumbaiDate: 20 April 2017

Annexure 4.1

fl 1c1c1 Securities

49

annexure to the independent auditors’ reportAnnexure 1 referred to in paragraph 1 under the heading “Report on Other Legal and Regulatory Requirements” of our Report of even date RE: ICICI Securities Limited (the Company)

(i) (a) The Company has maintained proper records showing full particulars,including quantitative details and situation of fixed assets.

(b) The Company has a regular program of physical verification of its fixed assets by which all fixed assets are verified in a phased manner. In our opinion, this periodicity of physical verification is reasonable having regard to the size of Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) As informed, the Company does not have any immovable properties. Accordingly, the provisions of clause 3(i)(c) of the Order are not applicable to the Company and hence not commented upon.

(ii) The Company does not hold any securities in physical form. The securities held as stock in trade by the custodian are verified with the confirmation statement received by the management from the custodian at regular intervals.

The Company is maintaining proper records of securities held as stock in trade and no discrepancies were noticed on comparing the statement from custodian with book records/books of account.

(iii) As informed, the Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 the Act and hence clause (iii) of the Order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there are no loans, investments, guarantees, and securities granted in respect of which provisions of section 185 and 186 of the Act are applicable and hence not commented upon.

(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

(vi) To the best of our knowledge and as explained, the Central Government has not prescribed maintenance of cost records under sub-section (1) of section 148 of the Act for the services provided by the Company.

(vii) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax, wealth-tax, service tax, value added tax and other material statutory dues applicable to it.

The provisions of customs duty and excise duty are not applicable to the Company in the current year.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees’ state insurance, income-tax, wealth-tax, service tax, sales-tax, value added tax, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

The provisions of customs duty and excise duty are not applicable to the Company in the current year.

(c) According to the records of the Company, the dues outstanding of income-tax and Service Tax on account of any dispute, are as follows:

Name of the statute

Nature of dues Amount (` in

million)

Period to which the amount relates

Forum where

dispute is pending

Income Tax Act, 1961

Disallowance of client introduction fees, Client Assistance Charges, Transaction and VSAT charges etc.

1,420.3 FY 1998-1999 to FY 2012-2013

CIT (Appeals) and ITAT

Service Tax Act, 1994

Disallowance of Input credit

154.4 FY 2005-2006 to FY 2014-2015

Commissioner of Service Tax

According to the information and explanation given to us, there are no dues of sales-tax, wealth tax, value added tax and cess which have not been deposited on account of any dispute. The provisions of customs duty and excise duty are not applicable to the Company in the current year.

Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders or government.

Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management and on an overall examination of the balance sheet, we report that monies raised by way of debt instruments in the nature of commercial paper were applied for the purposes for which those were raised.

Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that no fraud by the Company or no material fraud on the Company, by the officers and employees of the Company has been noticed or reported during the year.

Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that the managerial remuneration has been paid/provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the order are not applicable to the Company and hence not commented upon.

Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, transactions with the related parties are in compliance with section 177 and 188 of the Act where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.

According to the information and explanations given to us and on an overall examination of the balance sheet, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence reporting requirements under clause 3(xiv) are not applicable to the Company and, not commented upon.

Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him.

According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.






50

annexure to the independent auditors’ reportAnnexure 2 to the Independent Auditor’s Report of Even Date on the Standalone Financial Statements of ICICI Securities Limted

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of ICICI Securities Limited (“the Company”) as of 31 March 2017 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

MANAGEMENT’S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLSThe Company’s Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of 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, as required under the Companies Act, 2013.

AUDITOR’S RESPONSIBILITYOur responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing as specified under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting.

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of

financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTINGBecause of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

OPINIONIn our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.






fl 1c1c1 Securities

51

balance sheet profit and loss accountsas at March 31, 2017 for the year ended March 31, 2017

Notes For the year ended March

31, 2017

(` in million) For the year

ended March 31, 2016

I Revenue from operations

(a) Brokerage income 7,755.9 6,604.4

(b) Income from services 4,982.9 3,492.0

(c) Interest and other operating income 22 1,086.3 956.9

(d) Profit/(loss) on securities (net) 23 213.9 182.3

Total revenue 14,039.0 11,235.6

II Expenses:

(a) Employee benefits expense 24 4,735.5 3,924.4

(b) Operating expenses 25 1,449.9 1,171.7

(c) Finance costs 26 283.0 253.7

(d) Depreciation and amortization expense 11 154.6 159.4

(e) Other expenses 27 2,206.2 2,016.0

Total expenses 8,829.2 7,525.2

III Profit before tax 5,209.8 3,710.4

IV Tax expense:

(a) Current tax 1,902.9 1,474.5

(b) Deferred tax (69.2) (121.5)

Total tax expense 1,833.7 1,353.0

V Profit after tax 3,376.1 2,357.4

VI Earnings per equity share: 28

Basic & Diluted 4.19 2.93

(Face value ` 2/- per share)

Summary of significant accounting policies 2

VII. The accompanying notes are an integral part of the financial statements.

NotesAs at

March 31, 2017

(` in million)As at

March 31, 2016

I EQUITY AND LIABILITIES

(1) Shareholder's funds

(a) Share capital 3 1,610.7 1,610.7

(b) Reserves and surplus 4 3,239.8 2,331.6

4,850.5 3,942.3

(2) Non-current liabilities

(a) Other long term liabilities 5 826.3 618.2

(b) Long-term provisions 6 338.1 267.6

1,164.4 885.8

(3) Current liabilities

(a) Short-term borrowings 7 3,954.1 1,728.6

(b) Trade payables 8 8,713.6 5,952.0

(c) Other current liabilities 9 1,668.0 1,369.6

(d) Short-term provisions 10 51.0 41.9

14,386.7 9,092.1

20,401.6 13,920.2

II ASSETS

(1) Non-current assets

(a) Fixed assets 11

(i) Tangible assets 241.9 250.6

(ii) Intangible assets 104.4 103.2

(iii) Capital work-in-progress 0.4 3.8

(iv) Intangible assets under development 27.9 20.3

374.6 377.9

(b) Non-current investments 12 143.2 134.9

(c) Deferred tax assets (Net) 13 577.8 508.6

(d) Long-term loans and advances 14 1,357.9 1,255.6

(e) Other non-current assets 15 811.5 270.1

3,265.0 2,547.1

(2) Current assets

(a) Current Investments 16 0.7 -

(b) Stock-in- trade 17 310.9 1,412.7

(c) Trade receivables 18 7,097.5 2,920.4

(d) Cash and bank balances 19 8,669.9 6,271.6

(e) Short-term loans and advances 20 323.8 249.1

(f) Other current assets 21 733.8 519.3

17,136.6 11,373.1

20,401.6 13,920.2

Summary of significant accounting policies 2

III. The accompanying notes are an integral part of the financial statements.

As per our report of even date For and on behalf of the Board of Directors

For S.R. BATLIBOI & CO. LLP CHANDA KOCHHAR VINOD KUMAR DHALL ICAI Firm Registration No.: 301003E/E300005 Chairperson Director Chartered Accountants DIN - 00043617 DIN - 02591373

PER SHRAWAN JALAN SHILPA KUMAR AJAY SARAF Partner Managing Director & CEO Executive Director Membership No.: 102102 DIN - 02404667 DIN - 00074885

RAJU NANWANI PRASHANT MOHTA Mumbai, April 20, 2017 Company Secretary Chief Financial Officer

52

notesforming part of the accounts

1 CORPORATE INFORMATION ICICI Securities Limited (“the Company”), incorporated in 1995, is a public

Company engaged in the business of broking (institutional and retail), merchant banking and advisory services.

2 SIGNIFICANT ACCOUNTING POLICIES a) Basis of preparation The financial statements of the Company have been prepared in accordance

with generally accepted accounting principles in India (Indian GAAP).The Company has prepared these financial statements to comply in all material respects with the accounting standards notified under section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules 2014 and Companies (Accounting Standards) Amendment Rules, 2016. The financial statements have been prepared on an accrual basis and under the historical cost convention. The accounting policies have been consistently applied by the Company.

b) Use of estimates The preparation of financial statements in conformity with generally

accepted accounting principles in India requires the management to make judgements, estimates and assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) as of the date of the financial statements and the reported income, expenses and results during the reporting period. The estimates used in the preparation of the financial statements are based on the management’s best knowledge of current events and actions, uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in future periods.

c) Revenue recognition i) Brokerage income in relation to stock broking activity is recognised on a

trade date basis.

ii) Revenue from issue management, debt syndication, financial advisory services etc., is recognised based on the stage of completion of assignments and terms of agreement with the client.

iii) Commission income in relation to public issues / other securities is recognised based on mobilization and intimation received from clients/ intermediaries.

iv) Gains/ losses on dealing in securities are recognised on a trade date basis.

v) Interest income is recognised on a time proportion basis taking into account the amount outstanding and the rate applicable.

vi) Revenue from dividends is recognised when the right to receive the payment is established.

vii) Training fee income from financial educational programs is recognized on accrual basis.

d) Investments and stock in trade Investments that are acquired with the intention of holding for not more

than one year from the date on which such investments are made, are classified as current investments and are reported as stock-in-trade. All other investments are classified as long-term investments. On initial recognition, all investments are measured at cost inclusive of direct acquisition costs, if any. The securities held as stock- in- trade are carried at cost arrived at on first in first out (‘FIFO’) basis or market value, determined on an individual investment basis, whichever is lower.

Long term investments are carried at acquisition cost. Any decline in the value of investments, which is other than temporary is reduced from its acquisition cost and provided for in the statement of profit and loss. A decline is considered as other than temporary after considering the investee Company’s market value, assets, results and the expected cash flows from the investment and restrictions, if any, on distribution or sale of the investee Company.

On disposal of an investment, the difference between its carrying amount and net disposal proceeds is charged or credited to the statement of profit and loss.

e) Fixed Assets (i) Tangible assets Tangible assets are carried at cost less accumulated depreciation. Cost

includes freight, duties, taxes and incidental expenses related to the acquisition and installation of the asset.

Losses arising from the retirement of, and gains or losses arising from disposal of fixed assets which are carried at cost are recognised in the statement of Profit and Loss.

Depreciation on fixed assets is calculated on a straight-line basis using the rates arrived at based on the useful lives estimated by the management. The Company has used the following rates to provide depreciation on the fixed assets.

Asset Useful lifeTangible Leasehold improvements Over the lease periodOffice equipments comprising air conditioners, photo-copying machines, etc.

5 years

Computers 3 yearsServers & Network 6 yearsFurniture and fixtures 6.67 yearsMotor vehicles 5 years

The management has estimated, the useful lives of the following classes of assets, which is lower than that indicated in Schedule II of the Companies Act, 2013.

I) The motor vehicles are depreciated over the estimated useful lives of 5 years.

II) The Furniture and fixture are depreciated over the estimated useful lives of 6.67 years.

(ii) Intangible Assets Intangible assets acquired separately are measured on initial recognition at

cost. Following initial recognition, intangible assets are carried at cost less accumulated amortization. Intangible assets are amortised on a straight line basis over their estimated useful lives.The amortisation period and the amortisation method are reviewed at least at each financial year end. If the expected useful life of the asset is significantly different from previous estimates, the amortisation period is changed accordingly.

Gains or losses arising from the retirement or disposal of an intangible asset are determined as the difference between the net disposal proceeds and the carrying amount of the asset and recognised as income or expense in the Statement of Profit and Loss.

The amortization rates used are:

Intangible asset Useful lifeComputer software 25%CMA Membership rights 20%

f) Foreign exchange transactions Foreign currency income and expenditure items of domestic operations are

translated at the exchange rates prevailing on the date of the transaction. Foreign currency income and expenditure items of integral foreign operations are translated at monthly average rates. Exchange differences arising on the settlement or restatement of monetary items are recognised as exchange gain/loss in the statement of profit and loss.

Monetary foreign currency assets and liabilities of domestic and integral foreign operations are translated at closing rate. Non-monetary foreign currency assets and liabilities of domestic and integral foreign operations are reported at historical cost determined on transaction date.

Income and expenditure of non-integral foreign operations are translated at monthly average rates. The assets and liabilities of non-integral foreign operations other than share capital and fixed assets are translated at closing exchange rates at the balance sheet date and the resultant profits/losses from exchange differences are accumulated in the foreign currency translation reserve until the disposal of the net investment in the non-integral foreign operations.

g) Accounting for derivative transactions The Company enters into derivative contracts such as equity index/ stock

futures, equity index / stock options.

Derivative contracts entered into for trading purposes are marked to market and the resulting loss is accounted for in the profit and loss account. Gains are recognised only on settlement/expiry of the derivative contract.

Receivables/payables on the open positions are reported as current assets/current liabilities.

h) Staff retirement and other benefits Provident Fund Retirement benefit in the form of provident fund is a defined contribution

scheme. The Company is statutorily required to contribute a specified portion of the basic salary of an employee to a provident fund as a part of retirement benefits to its employees. The contributions during the year are charged to the statement of profit and loss.

Gratuity The Company pays gratuity, a defined benefit plan to its employees who

retire or resign after a minimum period of five years of continuous service and in the case of employees at overseas locations as per rules in force in the respective countries. The Company makes contributions to the ICICI Securities Employees Gratuity Fund which is managed by ICICI Prudential Life Insurance Company Limited for the settlement of gratuity liability.

Continued

53


The Company accounts for the gratuity liability as per an actuarial valuation by an actuary appointed by the Company. In accordance with the gratuity fund’s rules, actuarial valuation of gratuity liability is calculated based on certain assumptions regarding rate of interest, staff mortality and staff attrition as per the projected unit credit method made at the end of each financial year.

With respect to Oman Branch, the Company provides end of service benefits to its expatriate employees. The entitlement to these benefits is based upon the employees’ final salary and length of service, subject to the completion of a minimum service period. The expected costs of these benefits are accrued over the period of employment. With respect to its national employees, the Company makes contributions to the Omani Public Authority for Social Insurance Scheme calculated as a percentage of the employees’ salaries. The Company’s obligations are limited to these contributions, which are expensed when due.

Compensated absence Accumulated compensated absences, which are exceeding the allowable

limit of carry forward beyond 12 months from the end of the year are treated as short term employee benefits. The Company measures the expected cost of such absences as the additional amount that it expects to pay as a result of such unused entitlement that has accumulated at the reporting date.

Accumulated compensated absences, which are within the allowable limit for carry forward beyond 12 months from the end of the year are valued on actuarial basis. The Company’s liability is actuarially determined (using the projected unit credit method) at the end of each year in respect of such leave. Actuarial losses/gains are recognized in the statement of profit and loss in the year which they arise.

Long Term Incentive The Company has a long term incentive plan which is paid in three annual

tranches. The Company accounts for the liability as per an acturial valuation. The actuarial valuation of the long term incentives liability is calculated based on certain assumptions regarding rate of interest and staff attrition as per the projected unit credit method made at the end of each financial year. The actuarial losses / gains are recognized in the statement of profit and loss in the year in which they arise.

i) Income taxes Income tax expense is the aggregate amount of current tax and deferred tax

borne by the Company. The current tax expense and deferred tax expense is determined in accordance with the provisions of the Income Tax Act, 1961 and tax laws prevailing in the respective tax jurisdictions where the Company operates. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date.

Deferred tax assets and liabilities are recognised on a prudent basis for the future tax consequences of timing differences arising between the carrying values of assets and liabilities and their respective tax basis and carry forward losses. Deferred tax assets and liabilities are measured using tax rates and tax laws that have been enacted or substantively enacted at the balance sheet date. The impact of changes in the deferred tax assets and liabilities is recognised in the statement of profit and loss.

Deferred tax assets are recognised and reassessed at each reporting date, based upon management’s judgment as to whether their realization is considered as reasonably certain. The Company writes-down the carrying amount of deferred tax asset to the extent that it is no longer reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which deferred tax asset can be realized. Any such write-down is reversed to the extent that it becomes reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available. Deferred tax assets are recognised on carry forward of unabsorbed depreciation, tax losses and carry forward capital losses, only if there is virtual certainty supported by convincing evidence that sufficient future taxable income will be available against which such deferred tax assets can be realized.

In accordance with the recommendations contained in Guidance note on accounting for credit available in respect of Minimum Alternative Tax (“MAT”) issued by the Institute of Chartered Accountants of India, MAT credit is recognised as an asset to the extent there is convincing evidence that the Company will pay normal income tax during the specified period in future. MAT credit is recognised as an asset by way of a credit to the statement of profit and loss and shown as MAT credit entitlement in the year in which MAT credit becomes eligible to be recognized as an asset. The Company reviews the “MAT credit entitlement” asset at each reporting date and writes down the asset to the extent the Company does not have convincing evidence that it will pay normal tax during the specified period.

j) Impairment of fixed assets Fixed assets are reviewed at each reporting date for impairment, whenever

events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net discounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment is recognised by debiting the statement of profit and loss and is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. A previously recognized impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognized. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years. Such reversal is recognized in the statement of profit and loss.

k) Provisions Provision is recognised when an enterprise has a present obligation 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 each balance sheet dates and adjusted to reflect the current management estimates.

l) Contingent liabilities 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 the notes to the financial statements.

m) Earnings per share (“EPS”) Basic earnings per share are calculated by dividing the net profit or loss for

the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year.

Diluted earnings per share are computed using the weighted average number of equity shares and dilutive potential equity shares outstanding during the year.

n) Lease Leases where the lessor effectively retains substantially all the risks and

benefits of ownership of the leased term are classified as operating leases. Operating lease payments are recognised as an expense in the statement of profit and loss on a straight-line basis over the lease term.

o) Cash and cash equivalents Cash and cash equivalents for the purpose of cash flow statement include

cash in hand, balances with the banks and short term investments with an original maturity of three months or less.

3. SHARE CAPITAL

As at

March 31,2017

(` in million) As at

March 31,2016Authorised:1,000,000,000 (March 31, 2016: 1,000,000,000 of ` 2/- each) equity shares of ` 2/- each 2,000.0 2,000.0 5,000,000 (March 31, 2016 : 5,000,000 of ` 100/- each) 13.75% Cumulative non-convertible redeemable preference shares of ` 100/- each

500.0 500.0

2,500.0 2,500.0 Issued, subscribed and fully paid-up shares:805,353,500 (March 31, 2016 : 805,353,500 of ` 2 each) equity shares of ` 2/- each fully paid 1,610.7 1,610.7 Total issued, subscribed and fully paid-up share capital 1,610.7 1,610.7

Continued

54

a. Reconciliation of the shares at the beginning and at the end of the reporting periodEquity shares (` in million)

As at March 31,2017 As at March 31, 2016

Nos. (` million) Nos. (` million)

At the beginning of the year 805,353,500 1,610.7 805,353,500 1,610.7

Issued during the period - Bonus issue - - - -

Issued during the period - ESOP - - - -

Outstanding at the end of the year 805,353,500 1,610.7 805,353,500 1,610.7

All the above, 805,353,500 (March 31,2016: 805,353,500) Equity Shares of ` 2/- each are held by ICICI Bank Limited (Holding Company) and its nominees.

b Terms/ rights attached to equity shares

The Company has only one class of equity shares having par value of ` 2/- per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

During the year ended March 31, 2017, the amount of per share dividend recognized as distributions to equity shareholders was ` 2.55/- (March 31, 2016: ` 2.00/-). 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.

4 RESERVES AND SURPLUS Reserves and surplus consist of the following:

(` in million)

As at March 31,2017

As at March 31, 2016

(a) Securities premium account 244.0 244.0

(b) Translation reserve

Opening balance 18.8 16.6

Add: Additions during the year (net) (0.2) 2.2

Closing balance 18.6 18.8

(c) General reserve

Opening balance 666.8 666.8

Add: Additions during the year (net) - -

Closing balance 666.8 666.8

(d) Surplus/deficit in profit & loss

Opening balance 1,402.0 983.2

Add: profit for the year 3,376.1 2,357.4

4,778.1 3,340.6

Less: Appropriations

Interim dividend on equity shares 2,050.3 1,610.7

Tax on equity dividend 417.4 327.9

Transfer to general reserve - -

Closing balance 2,310.4 1,402.0

TOTAL 3,239.8 2,331.6

5. OTHER LONG TERM LIABILITIES Other long term liabilities consist of the following:

Other liabilities 826.3 618.2

TOTAL 826.3 618.2

6. LONG TERM PROVISION Long-term provisions consist of the following:

Provision for employee benefits

(a) Provision for gratuity 320.3 247.8

(b) Provision for compensated absence 17.8 19.8

TOTAL 338.1 267.6

7. SHORT TERM BORROWINGS Short-term borrowings consist of the following:

(a) Unsecured loans

Commercial paper 3,954.1 1,728.6

(repayable within one year)

TOTAL 3,954.1 1,728.6

8. TRADE PAYABLES Trade payables consist of the following:

Trade payables

(a) Micro, small and medium enterprises — —

(Refer note 35 for details of dues to micro and small enterprises)

(b) Others 8,713.6 5,952.0

TOTAL 8,713.6 5,952.0

9. OTHER CURRENT LIABILITIES Other current liabilities consist of the following:

Income received in advance 37.6 69.6

Other payables to (a) Micro, small and medium enterprises

- -


(b) Others - -

1) Statutory liabilities 312.9 271.0

2) Employee related liabilities 1,276.7 974.7

3) Other liabilities 40.8 54.3

TOTAL 1,668.0 1,369.6

10. SHORT TERM PROVISION Short-term provision consist of the following:

Provision for employees benefits

i) Provision for gratuity 41.1 28.8

ii) Provision for compensated absence 9.9 13.1

TOTAL 51.0 41.9

(` in million)

As at March 31,2017


notesforming part of the accounts Continued

55


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703

.8

233

.9

25.

3 2

59.2

9

63.0

Dep

reci

atio

n

At

Ap

ril 1

, 201

5 1

16.8

1

2.5

19.

3 5

0.4

155

.1

354

.1

305

.2

24.

1 3

29.3

6

83.4

Add

itio

ns

49.

6 4

.4

13.

4 2

2.0

15.

3 1

04.7

5

4.7

-

54.

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59.4

Sal

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ent

* 0

.0

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.2

11.

7 2

3.9

35.

6 2

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232

.4

268

.0

At

Mar

ch 3

1, 2

016

166

.4

17.

1 3

2.5

60.

7 1

46.5

4

23.2

1

25.8

2

5.8

151

.6

574

.8

Add

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ns

47.

5 6

.6

13.

0 2

3.4

15.

9 1

06.4

4

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-

48.

2 1

54.6

Sal

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ent

* 3

8.8

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.8

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3 1

2.1

67.

7 4

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112

.7

At

Mar

ch 3

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017

175

.1

23.

0 4

3.7

69.

8 1

50.3

4

61.9

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29.5

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5.3

154

.8

616

.7

Net

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ck

At M

arch

31,

201

6 8

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14.

2 3

5.3

56.

0 6

3.2

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.6

103

.2

0.0

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03.2

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53.8

At

Mar

ch 3

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58.

6 9

.1

26.

0 5

8.6

89.

6 2

41.9

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04.4

0

.0

104

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346

.3

* Fi

xed

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ts in

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ting

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ear

` 0.

3 m

illio

n).

Continued

56

14 LONG TERM LOANS AND ADVANCES Long-term loans and advances consist of the following:

Unsecured, considered good

i) Security deposit for leased premises and assets 334.9 317.1

ii) Security deposit with stock exchanges 25.8 25.8 iii) Advance tax (net of provision for tax) 971.8 889.7 iv) Loans and advances to related parties a) ICICI Lombard General Insurance Co. Limited 0.1 0.1 v) Security deposit with related parties a) ICICI Bank Limited 2.6 -vi) Other loans and advances a) Prepaid expenses 1.9 2.3

b) Other security deposit 6.8 7.8

c) Others 14.0 12.8

TOTAL 1,357.9 1,255.6

Loans and advances to related parties pertains to: ICICI Bank Limited ` 2.6 million (Previous year : ` Nil million) ICICI Lombard General Insurance Co. Limited ` 0.1 million (Previous year : ̀0.1 million)

15. OTHER NON-CURRENT ASSETS Other non-current assets consist of the following:

(a) Interest receivable 9.0 0.6 (b) Fixed deposits with banks * i) In India 794.1 260.9 ii) Outside India 8.4 8.6

802.5 269.5 TOTAL 811.5 270.1

* 1) Fixed deposits under lien with stock exchanges amounted to ` 731.3 million (Previous year: ` 208.0 million) and kept as collateral security towards bank guarantees issued amounted to ` 8.6 million (Previous year: ` 9.1 million) and kept as collateral security against bank overdraft facility amounted to ` 59.9 million (Previous year: ̀ Nil) and others ` 2.6 million (Previous year: ` 52.4 million)

2) Fixed deposits having maturity more than 3 months ` Nil (Previous year: ` Nil)

16. CURRENT INVESTMENTS Current investments consist of the following

Name of the Company Quantity Nos

NAV per unit

As atMarch 31,

2017

(̀ in million) As at

March 31, 2016

In quoted mutual funds (valued at cost)(a) ICICI Mutual Fund FMP SR

68745D PLJ50,000

(Nil) ` 13.6 0.7 -

0.7 -

17. STOCK-IN-TRADE Stock-in-trade consist of the following:

Secured(a) Equity shares (quoted):

Mahindra Lifespace Dev Ltd. 0.0 -

(b) Non-convertible debentures 1.43 % HDFC NCD 28 MAR 2017 - 1,412.7 8.90 % INDIABULLS HOUSING FIN LTD 26 09 2021 1.8 - 9.10 % DEWAN HOUSING FINANCE CORP LIMITED 150.1 -

9.25 % DEWAN HOUSING FINANCE 09/09/2023 33.5 - 10.75 %DEWAN HOUSING FINANCE 23/08/2099 50.3 - RCL Market Linked Debentures Series B-190 53.7 - RCL Market Linked Debentures Series B-198 21.5 -

310.9 1,412.7

TOTAL 310.9 1,412.7

(1) Stock in trade are valued at cost or market value whichever is lower. (2) The aggregate carrying value and market value of quoted securities as at

March 31, 2017 is ` 310.9 million (Previous year: ` 1,412.7 million) and ` 314.4 million (previous year ` 1,412.8 million) respectively. (3) The above include securities on the Company’s account due to trading

errors on behalf of the customers. (4) ` 0 million indicates values are lower than ` 1 million.

12. NON- CURRENT INVESTMENTS Non-current investments consist of the following (̀ in million)

Name of the Company Quantity

Nos. Face value

per unit

As atMarch 31,

2017

As at March 31,

2016Trade Investments

In equity shares (valued at cost) Subsidiary Company:(a) ICICI Securities Holding

Inc.(unquoted) 1,664 (1,664 ) - 728.2 728.2 Less :Provision for

investment (605.5) (605.5) 122.7 122.7

Others:(a) Bombay Stock Exchange

Limited (quoted) 11,414 (22,828) ` 2 (` 1) 0.0 0.0 (b) Receivable Exchange

India Limited (unquoted) 1,500,000 (Nil) ` 10 (Nil) 15.0 - (c) Universal Trustees Private

Limited (unquoted) 180,000 (180,000) ` 10 (` 10) 9.4 9.4 (d) Parabolic Drugs Limited

(quoted) 794,000 (794,000) ` 10 (` 10) 45.5 45.5 Less :Provision for

investment (49.4) (42.7) 20.5 12.2

TOTAL 143.2 134.9

1) Aggregate amount of quoted investments 2.8 2.8

(market value ` 17.4 million , previous year ` 4.3 million)

2) Aggregate amount of unquoted investments 140.4 132.1

(` 0 million indicates values are lower than ` 1 million)

3) Previous year's quantities are given in parenthesis.

13. DEFERRED TAX ASSETS (NET) The break-up of deferred tax assets and liabilities is given below:

Deferred tax asset

(a) Provision for doubtful debtors 22.1 32.5

(b) Provision for gratuity 125.1 95.7

(c) Provision for compensated absence 9.6 11.4

(d) Provision for lease rent escalation 65.3 52.4

(e) Depreciation 44.1 38.2

(f) Provision for investments 5.7 4.9

(g) Provision for FCTR - 0.8

(h) Provision for long term incentive and statutory bonus 305.7 258.9

(i) Revenue recognition - 13.6

(j) MTM loss 0.2 0.2

TOTAL 577.8 508.6

Name of the Company As at

March 31, 2017


March 31, 2016

As atMarch 31,

2017


March 31, 2016

Continued


57

21. OTHER CURRENT ASSETS Other current assets consist of the following:

(a) Accrued income 447.8 306.7

(b) Interest receivable 286.0 212.6

TOTAL 733.8 519.3

22. INTEREST AND OTHER OPERATING INCOME Interest and other operating income consist of the following:

For the year ended March

31, 2017

For the year ended March 31,

2016(a) Interest i) Fixed deposits and application money 602.8 724.6

ii) Securities held as stock-in-trade 3.8 64.7

iii) Other advances and deposits 0.2 0.3

iv) Interest on late payment 470.3 156.3

(b) Dividend Income 0.2 0.2

(d) Other income 9.0 10.8

TOTAL 1,086.3 956.9

23. PROFIT / (LOSS) ON SECURITIES (NET) Profit/ (Loss) on securities consist of the following:


31, 2017


2016(a) Profit/(loss) on securities (net) 213.9 182.3 (b) Profit / (loss) on sale of investments - -

TOTAL 213.9 182.3

` 0 million indicates values are lower than ` 1 million.

24. EMPLOYEE BENEFITS EXPENSE Employee benefits expense consist of the following:


31, 2017


2016(a) Salaries, wages and bonus 4,240.4 3,488.4 (b) Contribution to provident and

other funds 268.2 233.3

(c) Staff welfare expenses 226.9 202.7

TOTAL 4,735.5 3,924.4

25 OPERATING EXPENSES

Operating expenses consist of the following:


31, 2017


2016(a) Brokerage and Commission 616.8 551.3

(b) Transaction charges 89.0 69.5

(c) Turnover fees and stamp duty 6.4 8.2

(d) Custodial and depository charges 378.2 300.7

(e) Call centre charges 125.6 98.6

(f) Franking charges 91.0 70.0

(Net of recoveries ` 39.4 million, previous year ` 43.0 million)

(g) Rating agency fees 2.0 2.0

(h) Scanning Expenses 36.9 36.3

(i) Customer loss compensation 42.2 4.4

(j) Other operating expenses 27.2 21.7

(k) Bad and doubtful debts 34.6 9.0

TOTAL 1,449.9 1,171.7

18 TRADE RECEIVABLES Trade receivables consist of the following:

Secured(a) Receivables outstanding for a period

exceeding six months:

i) Considered good ii) Considered doubtful - - (b) Others i) Considered good 6,519.3 2,362.5 ii) Considered doubtful - - Less: Provision for doubtful debt - - TOTAL (A) 6,519.3 2,362.5 Unsecured(a) Receivables outstanding for a period

exceeding six months: i) Considered good 7.8 9.3 ii) Considered doubtful 46.8 77.6 (b) Others i) Considered good 570.4 548.6 ii) Considered doubtful 7.8 7.1 Less: Provision for doubtful debt (54.6) (84.7)TOTAL (B) 578.2 557.9 TOTAL (A) + (B) 7,097.5 2,920.4

Dues from directors & officers ` Nil ( Previous year ` Nil )

19. CASH AND BANK BALANCE: Cash and bank balances consist of the following:

Cash and cash equivalentsCash and cheques on hand 10.2 19.3 Balances with Banks(a) In current accounts with banks i) In India with scheduled banks 1,010.1 114.8 ii) Outside India 32.3 7.4 Other bank balances 1,052.6 141.5 Fixed deposits in India* 7,617.3 6,130.1 Cash and bank balances 7,617.3 6,130.1 TOTAL 8,669.9 6,271.6

* Fixed deposits under lien with stock exchanges amounted to ` 6,936.5 million (Previous year : ` 6,100.5 million) and kept as collateral security towards bank guarantees issued amounted to ` 0.4 million (Previous year : ` 0.5 million) and kept as collateral security against bank overdraft facility amounted to ` 504.2 million (Previous year: ` Nil) and others ` 80.7 million (Previous year ` 29.1 million)

* Fixed deposits having maturity more than 3 months ` 95.5 (Previous year ̀ Nil million)

20. SHORT-TERM LOANS AND ADVANCES: Short term loans and advances consist of the following:



ii) Other loans and advances

a) Prepaid expenses 34.0 33.7

b) Advance to creditors 28.1 33.7

c) Other advances 238.8 144.0

TOTAL 323.8 249.1

As at

March 31, 2017

(` in million) As at

March 31, 2016

As at

March 31, 2017

(` in million)As at

March 31, 2016

Continued


58

26. FINANCE COST Finance cost consist of the following:

(a) Interest expense 276.7 251.2

(b) Bank charges 6.3 2.5

TOTAL 283.0 253.7

27. OTHER EXPENSES Other expenses consist of the following:

(a) Rent and amenities 720.3 736.2

(b) Insurance 3.3 3.8

(c) Traveling and conveyance expenses 214.3 205.0

(d) Business promotion expenses 180.5 71.0

(e) Repairs, maintenance, upkeep and others 384.1 328.1

(f) Rates and taxes 54.5 109.8

(g) Electricity expenses 98.6 85.4

(h) Communication expenses 145.9 123.6

(i) (Profit) / Loss on sale of fixed assets (net)

2.5 12.6

(j) Advertisement and publicity 85.1 69.9

(k) Printing and stationery 32.3 28.8

(l) Subscription and periodicals 73.7 67.3

(m) Professional fees 106.9 89.8

(m) Auditors' remuneration 8.6 9.2

(n) Corporate Social Responsibility (CSR) Expenses 65.4 47.0

(o) Recruitment expenses 23.1 20.3

(p) Foreign exchange (gain) / loss (net) 0.4 3.4

(q) Donation 0.6 2.9

(r) Miscellaneous expenses 6.1 1.9

TOTAL 2,206.2 2,016.0

28. EARNINGS PER SHARE The computation of basic and diluted earnings per share is given below:-

Particulars Year ended March 31, 2017

Year ended March 31, 2016

Basic & Diluted earnings per share

Net profit after tax, before preference dividend (` in million) 3,376.1 2,357.5

Net profit after tax and preference dividend (` in million) (A) 3,376.1 2,357.5

Weighted average no. of equity shares outstanding (in millions) (B) 805.4 805.4

Basic & diluted earnings per share (`) (A) / (B) 4.19 2.93

Nominal value per share (`) 2.00 2.00

29 RELATED PARTY DISCLOSURES

As per Accounting Standard on related party disclosures (AS18) as notified by the Companies Accounts Rules 2014, the names of the related parties of the company are as follows:

A. Related party where control exists irrespective whether transactions have occurred or not

Holding Company: ICICI Bank Limited

Subsidiary Companies: ICICI Securities Holding Inc.; ICICI Securities Inc.

B. Other related parties where transactions have occurred during the year Fellow Subsidiaries:

ICICI Securities Primary Dealership Limited; ICICI Prudential Life Insurance Company Limited; ICICI Lombard General Insurance Company Limited; ICICI Prudential Asset Management Company Limited; ICICI Home Finance Company Limited; ICICI Bank UK PLC; ICICI Venture Funds Management Company Limited.

C. Associate of Holding Company : ICICI Foundation for Inclusive Growth.

D. Key Management Personnel

a) Shilpa Kumar Managing Director & CEO (from November 1, 2016)

b) Anup Bagchi Managing Director & CEO (till October 31, 2016)

c) Ajay Saraf Executive Director

The following transactions were carried out with the related parties in the ordinary course of business.

` in million)

Nature of Transaction

Holding Company

March 31,

Subsidiary Company

March 31,

Fellow Subsidiary CompanyMarch 31,

2017 2016 2017 2016 2017 2016Income from services and brokerage (commission and fees) 399.6 108.7 ICICI Home Finance Company Limited 28.7 30.6 ICICI Prudential Life Insurance Company Limited 733.7 595.7 ICICI Securities Primary Dealership Limited 1.2 3.0 ICICI Lombard General Insurance Company Limited 9.3 8.7 ICICI Prudential Asset Management Company Limited 76.7 5.3 ICICI Securities Inc - 2.5 ICICI Venture Funds Management Company Limited 13.5 0.0 ICICI Investment Management Company Limited - - ICICI Bank UK PLC - 1.0 Interest income 216.7 353.4 Staff expenses 13.0 13.1 ICICI Securities Primary Dealership Limited (0.0) (1.0)ICICI Prudential Life Insurance Company Limited 2.4 2.4 ICICI Lombard General Insurance Company Limited 83.0 84.2 Operating expenses 526.2 431.1 ICICI Securities Primary Dealership Limited - 5.3 ICICI Securities Inc 161.7 157.9 Other expenses 154.9 134.0 ICICI Lombard General Insurance Company Limited 3.2 3.4 ICICI Securities Primary Dealership Limited 1.2 4.3 ICICI Prudential Life Insurance Company Limited 2.9 (0.1)ICICI Securities Inc 7.6 7.3 Finance cost 7.7 3.9 Dividend paid 2,050.3 1,610.7

(` in million)


Holding Company

March 31,

Subsidiary Company

March 31,


2017 2016 2017 2016 2017 2016

Share capital 1,610.7 1,610.7

Payables 110.8 102.0

ICICI Lombard General Insurance Company Limited 0.5 0.4

ICICI Securities Primary Dealership Limited 0.5 0.4

ICICI Prudential Life Insurance Company Limited 0.6 -

Continued


59

(` in million)


Holding Company

March 31,

Subsidiary Company

March 31,


2017 2016 2017 2016 2017 2016

ICICI Securities Inc 14.6 26.5

Fixed assets purchases 1.2 -

Fixed assets sold 3.8 -

Investment

ICICI Securities Holding Inc 122.7 122.7

[Net of Provision of ̀ 605.5 million (Previous year ̀605.5 million)]

Cash Credit

Fixed deposits 735.4 3,779.1

Accrued interest Income 42.9 138.6

Bank balance 1,001.5 104.5

(Net of current liabilities of ̀ Nil million (Previous year ̀ 4.5 million)

Deposit 2.6 -


Loans & advances (including prepaid expenses) 0.0 0.1


ICICI Prudential Life Insurance Company Limited 2.1 1.8


Receivables 0.0 -



ICICI Prudential Asset Management Company Limited 2.1 1.2

ICICI Home Finance Company Limited 3.9 4.7

ICICI Venture Funds Management Company Limited 9.5 -

ICICI Securities Primary Dealership Limited - 0.5

Accrued income 10.7 17.8



ICICI Prudential Asset Management Company Limited 8.8 -


ICICI Venture Funds Management Company Limited 0.3 -

(` in million)


Holding Company

March 31,

Subsidiary Company

March 31,


2017 2016 2017 2016 2017 2016

Purchase value of bond - 1,358.0


Corporate guarantee

ICICI Securities Inc - 99.4

The Company has contributed ̀ 49.0 million (Previous year ̀ 36.0 million) to the corpus of ICICI Foundation for Inclusive Growth as part of the CSR expenditure.

Key Management Personnel

The details of compensation paid for the year ended March 31, 2017 as below -

(` in million)

Key Management Personnel March 31, 2017

March 31, 2016

Shilpa Kumar, MD & CEO (from November 1, 2016) 9.8 Nil

Anup Bagchi, MD & CEO (till October 31, 2016) 40.5 44.6

Ajay Saraf, Executive Director 28.4 29.1

The compensation paid includes bonus, long term incentives and contribution to provident fund.

The company has received brokerage amounting to ` 0.0 million (Previous year ` 0.3 million) from the key management personnel. There are no transactions with relatives of the key management personnel (Previous year ` Nil).

During the year ended March, 2009, the Company had incurred managerial remuneration which was in excess of the limits specified by the relevant provisions of the Companies Act, 1956. The Company has made an application to the appropriate regulatory authorities in this regard, for payment of such excess remuneration paid to managerial personnel. The limits specified by the Companies Act, 1956 would be ` 4.4 million.

The Company has received correspondence in respect of Mr. A Murugappan from the Ministry of Corporate Affairs on April 21, 2011 and has sought clarifications on the same vide letter dated May 24, 2011 and letter dated February 8, 2012.

30 EMPLOYEE BENEFITS

a) Gratuity The following table summarizes the components of net expenses for retirement

benefits recognised in the statement of profit and loss and the amounts recognised in the balance sheet.

(` million)Particulars Year ended

March 31, 2017Year ended

March 31, 2016Change in Defined Benefit ObligationOpening obligations 312.5 240.8 Service cost 39.8 29.7 Interest cost 24.5 18.2 Actuarial (gain) / loss 55.5 42.7 Liabilities assumed on acquisition / (settled on divestiture)

(15.7) -

Benefits paid (18.0) (18.9)Total Obligation 398.6 312.5 Defined benefit obligation liability 398.6 312.5 Change in Fair Value of AssetsOpening plans assets, at fair value 38.5 60.3 Expected return on plan assets 1.3 2.1 Actuarial gain / (loss) 4.3 (4.9)Contributions by employer 30.0 - Assets acquired on acquisition / (settled on divestiture)

(15.6) -

Benefits paid (18.0) (18.9)Plan assetsFair value of plan assets at the end of the year 40.5 38.5 Present value of the defined benefit obligations at the end of the period

(398.6) (312.5)

Asset / (liability) (358.1) (274.0)Cost for the periodService cost 39.8 29.7 Interest cost 24.5 18.2 Expected return on plan assets (1.3) (2.1)Actuarial (gain) / loss 51.2 47.6 Net cost 114.2 93.4 Investment details of plan assetsInsurer Managed Funds 97.00% 96.00% Others 3.00% 4.00%AssumptionsInterest rate (p.a.) 6.75% 7.65%Salary escalation rate (p.a.) 7.00% 7.00%Estimated rate of return on plan assets (p.a.) 8.00% 8.00%

The Company expects to contribute ` 20.0 million (Previous year ` 20.0 million) to Gratuity in 2017 - 2018.

The expected rate of return on plan assets is based on our expectation of the average long term of return expected on investments of the fund during the estimated term of the obligation.

Continued


60

The following table summarizes the experience adjustments

(` in million)

Year ended

ParticularsMarch 31,

2017 March

31, 2016March 31,

2015March 31,

2014March 31,

2013

Defined benefit obligation 398.7 312.5 240.8 182.5 146.1

Plan assets 40.5 38.5 60.3 55.7 41.4

Surplus/(deficit) (358.1) (274.0) (180.5) (126.8) (104.7)

Experience adjustments on plan liabilities 34.9 24.8 24.1 21.0 13.3

Experience adjustments on plan assets 4.4 (4.9) 10.6 1.0 (1.3)

The estimates of future salary increases considered takes into account the inflation, seniority, promotion and other relevant factors.

b) Long Term Incentive Plan

Liability for the scheme is determined based on actuarial valuation which has been carried out using the projected accrued benefit method.

Particulars For the year ended

March 31, 2017

March 31, 2016

Discount rate 6.50% 7.45%

Increase in Incentive amount 0.00% 0.00%

31. AUDITORS REMUNERATION

The details regarding the remuneration (excluding service tax) paid to the auditors are given in the table below

(` in million)


March 31, 2017

March 31, 2016

Audit fees 5.3 5.3

Tax audit 0.7 0.7

Certification fees 2.5 3.0

Out of pocket expenses 0.1 0.2

Total 8.6 9.2

32. EARNINGS AND EXPENDITURE IN FOREIGN CURRENCY (ON ACCRUAL BASIS) The details regarding earnings and expenditure in foreign currency (on accrual

basis) is given in the table below (` in million)


March 31, 2017

March 31, 2016

Earnings:

Income from services 193.7 112.7

Expenditure:

Procurement & other expenses 363.1 271.9

33. CAPITAL COMMITMENTS Estimated amount of contracts remaining to be executed on capital account and

not provided for is ` 22.5 million (Previous year ` 4.6 million).

34. CONTINGENT LIABILITIES The following are details of contingent liabilities.

a. Direct tax matters disputed by the Company are ` 1,420.3 million (Previous year - ` 1,471.9 million).

b. Indirect tax matters disputed by the Company are ` 156.1 million (Previous year - ` 156.1 million).

c. The Company has underwritten the Rights issue of equity shares of Mahindra Lifespace Developers Limited to the tune of ` 1,475.1 million as on March 31, 2017 (Previous year - ` Nil).

d. Customer complaints not acknowledged as debts is `32.5 million (Previous year - ` Nil).

35. MICRO, SMALL AND MEDIUM INDUSTRIES There are no micro, small and medium enterprises, to which the Company

owes dues, which are outstanding for more than 45 days as at March 31, 2017. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.

36. DERIVATIVE INSTRUMENTS

The following are the details of derivative position, for the periods indicated. (` in million)

Particulars For the year ended March 31, 2017

For the year ended March 31, 2016

Type Quantity Market Value Quantity Market Value

Type

Futures (net) 51,000 469.1 49,650 386.5

Options (net) (168,150) (5.1) (150,600) 7.1

Interest rate futures 300,000 31.2 - -

37. UN-HEDGED FOREIGN CURRENCY EXPOSURE The following is the details of un-hedged foreign currency exposure.

Particulars Amount

Receivables US $ 0.1 million @ closing of 1 USD = ` 64.85 (Previous year US $ 0.1 million @ closing rate of 1 USD = ` 66.26)

Payable US $ 0.0 million @ closing of 1 USD = ` 64.85 (Previous year Nil), HK $ 0.0 million @ closing of 1 HKD = ` 8.35 (Previous year Nil).

Continued


61

38. LEASE Office premises and office equipment are obtained on operating lease. There

are no restrictions imposed by lease arrangements.

The following are the details of operating leases for the periods indicated.

(` in million)

Particulars Year ended

March 31, 2017

Year ended March 31,

2016

Lease payments recognized in the Statement of Profit and Loss during the year

- Minimum lease payments 623.0 631.2

- Contingent Rent

Sub-lease payments received/receivable recognized in the Statement of Profit and Loss during the year

25.0 25.9

Minimum Lease Payments :

- Not later than one year 125.2 204.6

- Later than one year but not later than five years 511.6 462.2

- Later than five years 263.0 389.30

39 SPECIFIED BANK NOTES (SBN) HELD AND TRANSACTED The details of Specified Bank Notes (SBN) held and transacted during the period

November 8, 2016 to December 30,2016 are as provided in the table below -

Particulars Specified Bank Notes

Other Denomination

Notes

Total

Closing cash in hand as on November 8, 2016

- - -

Add : Permitted receipts - 0.0 0.0 Less : Permitted payments - - - Less : Amount deposited in Banks - (0.0) (0.0)Closing cash in hand as on December 30, 2016

- - -

(` 0.0 million indicates values are lower than ` 1 million.)

40 SEGMENT REPORTING The Company is presenting consolidated financial statements and hence in

accordance with Accounting Standard 17 – Segment Reporting, segment information is disclosed in the consolidated financial statements.

The Company has regrouped / reclassified previous year figures wherever necessary.

As per our report attached For and on behalf of the Board of Directors


Per SHRAWAN JALAN SHILPA KUMAR AJAY SARAF Partner Managing Director & CEO Executive Director Membership No.:102102 DIN - 02404667 DIN - 00074885

RAJU NANWANI PRASHANT MOHTA Company Secretary Chief Financial Officer

Mumbai, April 20, 2017

Continued


62

(` million) For the year ended

March 31, 2017 For the year ended

March 31, 2016 A CASH FLOW FROM OPERATING ACTIVITIES

Profit before tax 5,209.8 3,710.5 Add (less adjustments):- (Profit)/loss on sale of fixed assets 2.5 12.6 - Depreciation 154.6 159.4 - (Profit)/loss on sale of Investment - (0.0)- Interest expense 276.7 251.2 - Provision for diminution in value of investment 6.7 - - Foreign exchange (gain) / loss (net) 0.4 3.4 - Exchange adjustments (0.2) 2.2 Operating profit before changes in operating assets and liabilities 5,650.5 4,139.2 Adjustments for net change in operating assets and liabilities- Current assets excluding cash and cash equivalents - - a) (Increase) / decrease in current assets (4,852.4) (522.0)b) (Increase) / decrease in long term loans & advances (102.3) (146.0)c) (Increase) / decrease in other non-current assets (541.3) (108.6)d) (Increase) / decrease in advance tax (net of provision) 82.1 78.0 e) (Increase) / decrease in current investments 0.7 - f) (Increase) / decrease in capital advance - 0.0 - Current liabilities relating to operations - - a) Increase / (decrease) in non current liabilities 278.5 218.7 b) Increase / (decrease) in trade payable 2,761.6 346.2 c) Increase / (decrease) in other current liabilities 320.9 (153.5)d) Increase / (decrease) in short-term proivision 9.1 0.8 e) Increase / (decrease) in foreign exchange (gain) / loss (net) (0.4) (3.4)

(2,043.5) (289.5)Cash generated from operations 3,607.0 3,849.7 Payment of taxes (net) (1,985.0) (1,552.5)- Prior period item - - Net cash from operating activities 1,622.0 2,297.2

B CASH FLOW FROM INVESTMENT ACTIVITIES- Purchase of investments (15.7) 0.0 - Purchase of fixed assets (159.3) (172.2)- Sale of fixed assets 5.5 7.4 Net cash used in investment activities (169.5) (164.8)

C CASH FLOW FROM FINANCING ACTIVITIES- Increase/ (decrease) in borrowings (net) 2,225.5 (536.7)- Interest paid (276.7) (251.2)- Dividends and dividend tax paid (2,490.2) (1,926.5)Net cash used in financing activities (541.4) (2,714.4)Net change in cash & cash equivalents 911.1 (582.0)Cash and cash equivalents at the beginning of the year 141.5 723.5 Cash and cash equivalents at the end of the year 1,052.6 141.5 Cash and cheques on hand 10.2 10.2 In Current account with banks - In India with scheduled banks 1,010.1 1,010.1 - Outside India 32.3 32.3 - Fixed deposit with maturity less than 3 months - -

1,052.6 1,052.6 Cash and cash equivalents at the end of the period excludes: - Fixed deposits under lien ` 8,324.2 millions (March 31, 2016 ` 6,399.6 millions) and - Fixed deposits having maturity more than 3 months ` 95.5 millions (March 31, 2016 ` Nil).

This is the Cash Flow Statement referred to in our report of even date.



Per SHRAWAN JALAN SHILPA KUMAR AJAY SARAF Partner Managing Director & CEO Executive Director Membership No.: 102102 DIN - 02404667 DIN - 00074885

RAJU NANWANI PRASHANT MOHTA Mumbai, April 20, 2017 Company Secretary Chief Financial Officer

cash flow statementfor the year ended March 31, 2017

79

ICICI SECURITIES LIMITED - CONSOLIDATED FINANCIALS

independent auditors’ reportTo the Members of ICICI Securities Limited

REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTSWe have audited the accompanying consolidated financial statements of ICICI Securities Limited (hereinafter referred to as “the Holding Company”), its subsidiaries (the Holding Company and its subsidiaries together referred to as “the Group”), comprising of the consolidated Balance Sheet as at 31 March 2017, the consolidated Statement of Profit and Loss and consolidated Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as ‘the consolidated financial statements’).

MANAGEMENT’S RESPONSIBILITY FOR THE CONSOLIDATED FINANCIAL STATEMENTSThe Holding Company’s Board of Directors is responsible for the preparation of these consolidated financial statements in terms with the requirement of the Companies Act, 2013 (“the Act”) that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group in accordance with accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the Companies (Accounting Standards) Amendment Rules, 2016. The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Group and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid.

AUDITOR’S RESPONSIBILITYOur responsibility is to express an opinion on these consolidated financial statements based on our audit. While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Holding Company’s preparation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Holding Company’s Board of Directors, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

OPINIONIn our opinion and to the best of our information and according to the explanations given to us, the consolidated financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the consolidated state of affairs of the Group, as at 31 March 2017, their consolidated profit and their consolidated cash flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTSAs required by section 143(3) of the Act, we report, to the extent applicable, that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of the aforesaid consolidated financial statements;

(b) In our opinion proper books of account as required by law relating to preparation of the aforesaid consolidation of the financial statements have been kept so far as it appears from our examination of those books;

(c) The consolidated Balance Sheet, consolidated Statement of Profit and Loss, and consolidated Cash Flow Statement dealt with by this Report are in agreement with the books of account maintained for the purpose of preparation of the consolidated financial statements

(d) In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and Companies (Accounting Standards) Amendment Rules, 2016;

(e) On the basis of the written representations received from the directors of the Holding Company as on 31 March 2017 taken on record by the Board of Directors of the Holding Company none of the directors are disqualified as on 31 March 2017 from being appointed as a director in terms of Section 164 (2) of the Act. Since the subsidiaries are not incorporated in India, the provisions of Section 164(2) of the Act are not applicable and hence not commented upon.

(f) With respect to the adequacy and the operating effectiveness of the internal financial controls over financial reporting of the Holding Company and its subsidiary company, since the subsidiaries are not incorporated in India, no separate report on internal financial controls over financial reporting of the Holding Company is being issued.

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 as amended, in our opinion and to the best of our information and according to the explanations given to us:

i. The consolidated financial statements disclose the impact of pending litigations on its consolidated financial position of the Group – Refer Note 33 to the consolidated financial statements;

ii. The Group did not have any material foreseeable losses in long-term contracts including derivative contracts during the year ended 31 March 2017

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Holding Company during the year ended 31 March 2017. Since the subsidiaries are incorporated outside India the provisions of the Act relating to Investor Education and Protection Fund are not applicable and hence not commented upon.

iv. The Holding Company has provided requisite disclosures in Note 36 to these consolidated financial statements as to the holding of Specified Bank Notes on 8 November 2016 and 30 December 2016 as well as dealings in Specified Bank Notes during the period from 8 November 2016 to 30 December 2016. Based on our audit procedures and relying on the management representation of the Holding Company regarding the holding and nature of cash transactions, including Specified Bank Notes, we report that these disclosures are in accordance with the books of accounts maintained by the Holding Company and as produced to us by the Management of the Holding Company. Since the subsidiaries are incorporated outside India the provisions of the Act relating to Specified Bank Notes is not applicable and hence not commented upon.

For S.R. Batliboi & Co. LLPChartered Accountants


per SHRAWAN JALAN PartnerMumbai, April 20, 2017 Membership No.: 102102

80

at March 31, 2017


For S. R. BATLIBOI & CO. LLP CHANDA KOCHHAR VINOD KUMAR DHALL ICAI Firm Registration No.: 301003E/E300005 Chairperson Director Chartered Accountants DIN - 00043617 DIN - 02591373

SHILPA KUMAR AJAY SARAFManaging Director & CEO Executive Director

Per SHRAWAN JALAN DIN - 02404667 DIN - 00074885PartnerMembership No.: 102102 RAJU NANWANI PRASHANT MOHTA

Company Secretary Chief Financial Officer


for the year ended March 31, 2017

consolidated balance sheet consolidated profit and loss account

Notes For the year ended March

31, 2017

( in million) For the year

ended March 31, 2016

I Revenue from operations

(a) Brokerage income 7,758.9 6,607.3

(b) Income from services 4,982.9 3,499.3

(c) Interest and Other operating income 21 1,086.6 956.9

(d) Profit/(loss) on securities (net) 22 213.9 182.3

II Total revenue 14,042.3 11,245.8

III Expenses:

(a) Employee benefits expense 23 4,846.1 4,013.7

(b) Operating expenses 24 1,289.5 1,015.0

(c) Finance costs 25 287.4 258.4

(d) Depreciation and amortization expense

154.8 159.6

(e) Other expenses 26 2,244.1 2,058.1

Total expenses 8,821.9 7,504.8

IV Profit before tax 5,220.4 3,741.0

V Tax expense:

(a) Current tax 1,903.7 1,475.3

(b) Deferred tax (69.2) (121.5)

Total tax expense 1,834.5 1,353.8

VI Profit after tax 3,385.9 2,387.2

VII Earnings per equity share:

Basic & Diluted 27 4.20 2.96

(Face value 2/- per share)

Summary of significant accounting policies

2

VIII The accompanying notes are an integral part of the consolidated financial statements.

NotesAs at

March 31, 2017

( in million)As at

March 31, 2016

I EQUITY AND LIABILITIES

1 Shareholders' funds

(a) Share capital 3 1,610.7 1,610.7

(b) Reserves and surplus 4 3,285.1 2,370.9

4,895.8 3,981.6

2 Non-current liabilities

(a) Other long term liabilities 5 826.5 627.5

(b) Long-term provisions 6 338.1 267.6

1,164.6 895.1

3 Current liabilities

(a) Short-term borrowings 7 3,954.1 1,728.6

(b) Trade payables 8 8,699.3 5,925.4

(c) Other current liabilities 9 1,709.6 1,402.3

(d) Short-term provisions 10 51.0 41.9

14,414.0 9,098.2

20,474.4 13,974.9

II ASSETS

1 Non-current assets

(a) Fixed assets 11

(i) Tangible assets 241.9 250.9

(ii) Intangible assets 104.4 103.2

(iii) Capital work-in-progress 0.5 3.8

(iv) Intangible assets under development 27.9 20.3

374.7 378.2

(b) Non-current investments 12 20.5 12.2

(c) Deferred tax assets (Net) 13 577.8 508.6

(d) Long-term loans and advances 14 1,361.8 1,292.7

(e) Other non-current assets 15 811.5 270.1

3,146.3 2,461.8

2 Current assets

(a) Current investments 0.7 -

(b) Stock-in-trade 16 310.9 1,412.7

(c) Trade receivables 17 7,100.5 2,933.3

(d) Cash and bank balances 18 8,823.6 6,394.2

(e) Short-term loans and advances 19 358.7 253.6

(f) Other current assets 20 733.7 519.3

17,328.1 11,513.1

20,474.4 13,974.9

Summary of significant accounting policies

2

III. The accompanying notes are an integral part of the consolidated financial statements.

81


acquisition and installation of the asset.

Losses arising from the retirement of, and gains or losses arising from disposal of fixed assets which are carried at cost are recognised in the statement of Profit and Loss.

Depreciation on fixed assets is calculated on a straight-line basis using the rates arrived at based on the useful lives estimated by the management. The Group has used the following rates to provide depreciation on the fixed assets.

Asset Holding Company Useful Life

Subsidiaries Useful Life

Tangible Leasehold improvements Over the lease

period10 years

Office equipment's comprising air conditioners, photo-copying machines, etc.

5 years 3 years

Computers 3 years 3 yearsServers & Network 6 years -Furniture and fixtures 6.67 years 7 yearsMotor vehicles 5 years -

The management has estimated, the useful lives of the following classes of assets, which is lower than that indicated in schedule II of the Companies Act, 2013.

I ) The motor vehicles are depreciated over the estimated useful lives of 5 years.


(ii) Intangible Assets

Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less accumulated amortization. Intangible assets are amortised on a straight line basis over their estimated useful lives.The amortisation period and the amortisation method are reviewed at least at each financial year end. If the expected useful life of the asset is significantly different from previous estimates, the amortisation period is changed accordingly.

Gains or losses arising from the retirement or disposal of an intangible asset are determined as the difference between the net disposal proceeds and the carrying amount of the asset and recognised as income or expense in the Statement of Profit and Loss.

The amortization rates used are:

Intangible asset Holding Company Useful life

Subsidiaries Useful life

Computer software 25% 33.33%CMA Membership rights 20% -

e) Foreign exchange transactions Foreign currency income and expenditure items of domestic operations are translated at the exchange rates prevailing on the date of the transaction. Foreign currency income and expenditure items of integral foreign operations are translated at monthly average rates. Exchange differences arising on the settlement or restatement of monetary items of integral foreign operations are recognised as exchange gain / loss in the Statement of profit and loss.

Monetary foreign currency assets and liabilities of domestic and integral foreign operations are translated at closing rate. Non-monetary foreign currency assets and liabilities of domestic and integral foreign operations are reported at historical cost determined on transaction date.

Income and expenditure of non-integral foreign operations are translated at monthly average rates. The assets and liabilities of non-integral foreign operations other the share capital and fixed assets are translated at closing exchange rates at the balance sheet date and the resultant profits / losses from exchange differences are accumulated in the foreign currency translation reserve until the disposal of the net investment in the non-integral foreign operations

f) Accounting for derivative transactions

The Group enters into derivative contracts such as equity index / stock futures, equity index / stock options.

Derivative contracts entered into for trading purposes are marked to market and the resulting loss is accounted for in the statement of profit and loss. Gains are recognised only on settlement / expiry of the derivative contract.

Receivables / payables on the open positions are reported as current assets/current liabilities.

g) Staff retirement and other benefits

Provident fund

Retirement benefit in the form of provident fund is a defined contribution scheme. The Company is statutorily required to contribute a specified

1 OVERVIEW

Basis of preparation

The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP).The Company has prepared these financial statements to comply in all material respects with the accounting standards notified under section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules 2014 and Companies (Accounting Standards) Amendment Rules, 2016. The consolidated financial statements have been prepared on an accrual basis and under the historical cost convention. The accounting policies have been consistently applied by the Company.

The Company consolidates entities in which it holds, directly or indirectly, more than 50% of the voting rights or where it exercises control. The Company does not consolidate entities where the control is intended to be temporary. All significant intercompany accounts and transactions are eliminated on consolidation.

The consolidated financial results include results of ICICI Securities Limited and its subsidiaries ICICI Securities Holdings Inc. and ICICI Securities Inc. The financial results of the subsidiaries have been consolidated considering the operations as non integral foreign operations.

2 SIGNIFICANT ACCOUNTING POLICIES

a) Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles in India, requires the management to make judgements, estimates and assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) as of the date of the financial statements and the reported income, expenses and results during the reporting period. The estimates used in the preparation of the financial statements are based on the management’s best knowledge of current events and actions, uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in future periods.

b) Revenue recognition

i) Brokerage income in relation to stock broking activity is recognised on a trade date basis.


iii) Commission income in relation to public issues/ other securities is recognised based on mobilization and intimation received from clients / intermediaries.



vi) Revenue from dividend is recognised when the right to receive the dividend is established.

vii) Training fee income from financial educational programs is recognized on accrual basis.

c) Investments and stock-in-trade

Investments that are acquired with the intention of holding for not more than one year from the date on which such investments are made, are classified as current investments and are reported as stock-in-trade. All other investments are classified as long-term investments. On initial recognition, all investments are measured at cost inclusive of direct acquisition costs, if any.The securities held as stock- in- trade are carried at cost arrived at on first in first out (FIFO) basis or market value, determined on an individual investment basis, whichever is lower.

Long term investments are carried at acquisition cost. Any decline in the value of investments, which is other than temporary is reduced from its acquisition costs and is provided for in the statement profit and loss. A decline is considered as other than temporary after considering the investee Company’s market value, assets, results and the expected cash flows from the investment and restrictions, if any, on distribution or sale of the investee Company.


d) Fixed assets and depreciation

(i) Tangible assets

Tangible assets are carried at cost less accumulated depreciation. Cost includes freight, duties, taxes and incidental expenses related to the

Continued

82

forming part of the accounts

future taxable income will be available against which such deferred tax assets can be realized.

In accordance with the recommendations contained in Guidance note on accounting for credit available in respect of Minimum Alternative Tax (“MAT”) issued by the Institute of Chartered Accountants of India, MAT credit is recognised as an asset to the extent there is convincing evidence that the Group will pay normal income tax during the specified period in future. MAT credit is recognised as an asset by way of a credit to the statement of profit and loss and shown as MAT credit entitlement in the year in which MAT credit becomes eligible to be recognized as an asset. The Group reviews the “MAT credit entitlement” asset at each reporting date and writes down the asset to the extent the Group does not have convincing evidence that it will pay normal tax during the specified period.

i) Impairment of fixed assets Fixed assets are reviewed at each reporting date, for impairment whenever

events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net discounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment is recognised by debiting to the statement of profit and loss and is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. A previously recognized impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognized. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years. Such reversal is recognized in the statement of profit and loss.

j) Provisions Provision is recognised when an enterprise has a present obligation 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 each balance sheet date and adjusted to reflect the current management estimates.

k) Contingent Liabilities 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 Group 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 the notes to the financial statements.

l) Earnings per share (“EPS”) Basic earnings per share are calculated by dividing the net profit or loss for

the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year.

Diluted earnings per share are computed using the weighted average number of equity shares and dilutive potential equity shares outstanding during the year.

m) Lease Leases where the lessor effectively retains substantially all the risks and

benefits of ownership of the leased term are classified as operating leases. Operating lease payments are recognised as an expense in the statement of profit and loss on a straight-line basis over the lease term.

n) Cash and cash equivalents

Cash and cash equivalents include cash in hand, balances with the banks and short term investments with an original maturity of three months or less.

o) Segment reporting

The group has prepared its segment information in conformity with the accounting policies adopted for preparing and presenting the consolidated financial statements. The segments are identified based on the nature of services provided by the Group.

portion of the basic salary of an employee to a provident fund as a part of retirement benefits to its employees. The contributions during the year are charged to the statement of profit and loss.

Gratuity

The Company pays defined benefit plan to its employees who retire or resign after a minimum period of five years of continuous service and in the case of employees at overseas locations as per rules in force in the respective countries. The Company makes contributions to the ICICI Securities Employees Gratuity Fund which is managed by ICICI Prudential Life Insurance Company Limited for the settlement of gratuity liability.

The Company accounts for the gratuity liability as per an actuarial valuation by an actuary appointed by the Company. In accordance with the gratuity fund’s rules, actuarial valuation of gratuity liability is calculated based on certain assumptions regarding rate of interest, staff mortality and staff attrition as per the projected unit credit method made at the end of each financial year.

With respect to Oman Branch, the Company provides end of service benefits to its expatriate employees. The entitlement to these benefits is based upon the employees’ final salary and length of service, subject to the completion of a minimum service period. The expected costs of these benefits are accrued over the period of employment. With respect to its national employees, the Company makes contributions to the Omani Public Authority for Social Insurance Scheme calculated as a percentage of the employees’ salaries. The Company’s obligations are limited to these contributions, which are expensed when due.

Compensated absence Accumulated compensated absences, which are exceeding the allowable

limit of carry forward beyond 12 months from the end of the year are treated as short term employee benefits. The Company measures the expected cost of such absences as the additional amount that it expects to pay as a result of such unused entitlement that has accumulated at the reporting date

Accumulated compensated absences, which are expected to be availed or encashed beyond 12 months from the end of the year end are treated as other long term employee benefits. The Company’s liability is actuarially determined (using the Projected Unit Credit method) at the end of each year. Actuarial losses/ gains are recognised in the Statement of Profit and Loss in the year in which they arise.

Long term incentives The Group has a long term incentive plan which is paid in three annual

tranches. The Group accounts for the liability as per an actuarial valuation . The actuarial valuation of the long term incentives liability is calculated based on certain assumptions regarding rate of interest and staff attritionas per the projected unit credit method made at the end of each financial year. The actuarial losses / gains are recognised in the statement of profit and loss in the year in which they arise.

h) Income taxes Income tax expense is the aggregate amount of current tax and deferred tax

borne by the Group. The current tax expense and deferred tax expense is determined in accordance with the provisions of the Income Tax Act, 1961 and tax laws prevailing in the respective tax jurisdictions where the Group operates. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date.

Deferred tax assets and liabilities are recognised on a prudent basis for the future tax consequences of timing differences arising between the carrying values of assets and liabilities and their respective tax basis and carry forward losses. The impact of changes in the deferred tax assets and liabilities is recognised in the statement of profit and loss.

Deferred tax assets are recognised and reassessed at each reporting date, based upon management’s judgment as to whether their realization is considered as reasonably certain. The Group writes-down the carrying amount of deferred tax asset to the extent that it is no longer reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which deferred tax asset can be realized. Any such write-down is reversed to the extent that it becomes reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available. Deferred tax assets are recognised on carry forward of unabsorbed depreciation, tax losses and carry forward capital losses, only if there is virtual certainty supported by convincing evidence that sufficient

Continued

notes

3. SHARE CAPITAL

As at

March 31,2017

( in million) As at

March 31,2016Authorized:

1,000,000,000 (March 31, 2016:1,000,000,000 of 2/- each) equity shares of 2/- each 2,000.0 2,000.0 5,000,000 (March 31, 2016 :5,000,000 of 100/- each) 13.75% Cumulative non-convertible redeemable preference shares of 100/- each

500.0 500.0

2,500.0 2,500.0 Issued, subscribed and fully paid-up shares: 805,353,500 (March 31, 2016 : 805,353,500 of 2 each) equity shares of 2/- each fully paid 1,610.7 1,610.7 TOTAL 1,610.7 1,610.7

83


Reconciliation of the shares at the beginning and at the end of the reporting perioda. Equity shares

Nos. ( in million) Nos. ( in million)

At the beginning of the year 805,353,500 1,610.7 805,353,500 1,610.7

Issued during the year - Bonus issue - - - -

Issued during the year - ESOP - - - -

Redeemed during the year - - - -

Outstanding at the end of the year 805,353,500 1,610.7 805,353,500 1,610.7

All the above, 805,353,500 (March 31,2016: 805,353,500) Equity Shares of 2/- each are held by ICICI Bank Limited (Holding Company) and its nominees.

b. Terms/ rights attached to equity shares

The Company has only one class of equity shares having par value of 2/- per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

During the year ended March 31, 2017, the amount of per share dividend recognized as distributions to equity shareholders was 2.55 (March 31, 2016: 2.00).

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. 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.

4. RESERVES AND SURPLUS

Reserves and surplus consist of the following:

Continued

notes

(a) Securities premium account 244.0 244.0 (b) Translation reserve Opening balance 70.1 60.2 Add : Additions during the year (net) (4.0) 9.9 Closing balance 66.1 70.1 (c) General reserve Opening balance 666.8 666.8 Add : Additions during the year (net) - - Closing balance 666.8 666.8 (d) Surplus/(Deficit) in statement of

profit & loss Opening balance 1,390.0 941.4 Add: profit for the year 3,385.9 2,387.2

4,775.9 3,328.6 Less: Appropriations Interim dividend on equity shares 2,050.3 1,610.7 Tax on equity dividend 417.4 327.9 Transfer to general reserve - - Closing balance 2,308.2 1,390.0

TOTAL 3,285.1 2,370.9

5. OTHER LONG TERM LIABILITIES Other long-term liabilities consist of the following:

Other liabilities 826.5 627.5 TOTAL 826.5 627.5

6. LONG TERM PROVISION Long-term provisions consist of the following:

a) Provision for employee benefits i) Provision for gratuity 320.3 247.8 ii) Provision for compensated absence 17.8 19.8 TOTAL 338.1 267.6

7. SHORT TERM BORROWINGS Short-term borrowings consist of the following:

(a) Unsecured loans Commercial paper 3,954.1 1,728.6 (All commercial papers are payable

within one year) TOTAL 3,954.1 1,728.6

8. TRADE PAYABLES Trade payables consist of the following:

a) Trade Payables i) Micro, small and medium

enterprises - -

ii) Others 8,699.3 5,925.4

TOTAL 8,699.3 5,925.4

9. OTHER CURRENT LIABILITIES Other current liabilities consist of the following:

(a) Income received in advance 37.6 69.6 (b) Other payables i) Micro, small and medium

enterprises - -

ii) Others 1) Statutory liabilities 312.9 271.0 2) Employee related liabilities 1,276.7 974.7 3) Other liabilities 82.4 87.0

1,672.0 1,332.7 TOTAL 1,709.6 1,402.3

10. SHORT TERM PROVISION Short-term provision consist of the following:

(a) Provision for employees benefits i) Provision for gratuity 41.1 28.8 ii) Provision for compensated

absence 9.9 13.1

TOTAL 51.0 41.9

As at

March 31, 2017

( in million) As at

March 31, 2016

As at

March 31, 2017

( in million)As at

March 31, 2016

84

forming part of the accounts Continued

notes

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85


notes

12. NON- CURRENT INVESTMENTS Non-current investments consist of the following: ( in million)


Nos. Face value

per unit

As atMarch 31,

2017

As at March 31,

2016a) Trade Investments

In equity shares (valued at cost)

Others:i) Bombay Stock

Exchange Limited (quoted)

11,414 (22,828) 0.0 0.0

ii) Universal Trustees Private Limited (unquoted)

180,000(1,80000) 9.4 9.4

iii) Parabolic Drugs Limited (quoted)

7,94,000(794,000) 45.5 45.5

iv) Receivable Exchange of Iindia Ltd.(Unquoted) 15,00,000(NIL) 15.0 -

69.9 54.9 Less : Provision for

investment 49.4 42.7 TOTAL 20.5 12.2 1) Aggregate amount of

quoted investments (market value 17.9 million, Previous year 4.3 million)

2.8 2.8

2) Aggregate amount of unquoted investments

( 0 million indicates values are lower than 1 million)

17.7 9.4

3) Previous year's quantities are given in parenthesis.

13. DEFERRED TAX ASSETS (NET)

Deferred tax asset (net) consist of the following

a) Deferred tax asseti) Provision for doubtful debts 22.1 32.5 ii) Provision for gratuity 125.1 95.7 iii) Provision for compensated absence 9.6 11.4 iv) Provision for lease rent escalation 65.3 52.4 v) Depreciation 44.1 38.2 vi) Provision for investments 5.7 4.9 vii) Provision for FCTR - 0.8 viii)Provision for long term incentive

and statutory bonus305.6 258.9

ix) Revenue Recognition - 13.6 x) MTM Loss 0.3 0.2 Total Deferred tax assets 577.8 508.6 Total 577.8 508.6

14 LONG TERM LOANS AND ADVANCES

Long-term loans and advances consist of the following:



ii) Security deposit with stock exchanges 30.4 30.6 iii) Advance tax (net of provision for tax) 971.0 888.6 iv) Loans and advances to related parties a) ICICI Lombard General Insurance

Co. Limited 0.1 0.1v) Security deposit with related partiesa) ICICI Bank Limited 2.6vi) Other loans & advances a) Prepaid expenses 1.9 2.3 b) Other security deposit 6.8 7.8 c) Others 14.1 12.8 vi) Capital advances - -

TOTAL 1,361.8 1,292.7

Loans and advances to related parties pertains to:

ICICI Lombard General Insurance Co. 0.1 million (Previous year: 0.1 miillion)

ICICI Bank Ltd 2.6 million (Previous year: Nil miillion)

15. OTHER NON-CURRENT ASSETS

Other non-current assets consist of the following:

(a) Interest receivable 9.0 0.6 (b) Fixed Deposits with banks (under lien)* i) In India 794.1 260.9 ii) Outside India 8.4 8.6

802.5 269.5 TOTAL 811.5 270.1

* Fixed deposits under lien with stock exchanges amounted to 731.3 million (Previous year : 208.0 million) and kept as collateral security towards bank guarantees issued amounted to 8.6 million (Previous year : 9.1 million) and kept as collateral security against bank overdraft facility amounted to 60.0 million (Previous year: Nil) others 2.6 million (Previous year 52.4 million)

Fixed deposits having maturity more than 3 months Nil (Previous year Nil)

16 . STOCK-IN-TRADE

Stock-in-trade consist of the following: ( in million)

(a) Equity shares (quoted) i) Mahindra Lifespace Dev Ltd. 0.0 -

- - (b) Non Convertible Debentures (quoted)

i) 1.43 % HDFC NCD 28 MAR 2017 - 1,412.7

ii) 8.90 % INDIABULLS HOUSING FIN LTD 26 09 2021 1.8

iii) 9.10 % DEWAN HOUSING FINANCE CORP LIMITED 150.1 -

iv) 9.25 % DEWAN HOUSING FINANCE 09/09/2023

33.5 -

v) 10.75 %DEWAN HOUSING FINANCE 23/08/2099

50.3 -

vi) RCL Market Linked Debentures Series B-190 53.7 -

vii) RCL Market Linked Debentures Series B-198 21.5 -

TOTAL 310.9 1,412.7

1. Stock in trade are valued at cost or market value whichever is lower

2. The aggregate carrying value and market value of quoted securities as at March 31, 2017 is 310.9 million

(Previous year: 1,412.7 million) and 314.4 million (Previous year 1,412.8 million) respectively.

As at

March 31, 2017

( in million) As at

March 31, 2016

As at

March 31, 2017

( in million)As at

March 31, 2016

86


21. INTEREST AND OTHER OPERATING INCOME Interest and other operating income consist of the following:


2017


2016(a) Interest Income on i) Fixed deposits and application

money 602.8 724.6

ii) Securities held as stock-in-trade 3.8 64.7

iii) Other advances and deposits 0.2 0.3

iv) Interest on late payments 470.3 156.3

(b) Dividend income 0.1 0.2

(c) Other income 9.4 10.8

TOTAL 1,086.6 956.9

22. PROFIT / (LOSS) ON SECURITIES (NET) Profit / (Loss) on securities (net) consist of the following:

in million)


2017


2016(a) Profit/(loss) on securities (net) 213.9 182.3 (b) Profit / (loss) on sale of investments - 0.0

TOTAL 213.9 182.3

( 0 million indicates values are lower than 1 million)

23 EMPLOYEE BENEFITS EXPENSE Employee benefits expense consist of the following:

(a) Salaries, wages and bonus 4,344.1 3,572.4 (b) Contribution to provident and other

funds 268.2 233.3

(c) Staff welfare expenses 233.8 208.0

TOTAL 4,846.1 4,013.7

24 OPERATING EXPENSES Operating expenses consist of the following:

(a) Brokerage and Commission 455.2 393.4 (b) Transaction charges 89.0 69.5

(c) Turnover fees and stamp duty 6.4 8.2

(d) Custodial and depository charges 378.2 300.7

(e) Call centre charges 125.6 98.6

(f) Franking charges 91.0 70.0 (Net of recoveries 39.4 million,

Previous year 43.0 million)(g) Rating agency fees 2.0 2.0

(h) Scanning expenses 36.9 36.3

(i) Customer loss compensation 42.2 4.4

(j) Bad and doubtful debts 34.6 9.0

(k) Other operating expenses 28.4 22.9

TOTAL 1,289.5 1,015.0

25. FINANCE COST

Finance cost consist of the following:

(a) Interest expense 276.7 251.2 (b) Bank charges 10.7 7.2

TOTAL 287.4 258.4

17. TRADE RECEIVABLES Trade receivables consist of the following:

Secured

(a) Receivables outstanding for a period exceeding six months: 1) Considered good - - 2) Considered doubtful - - (b) Others (1) Considered good 6,519.3 2,362.4 (2) Considered doubtful - Less: Provision for doubtful debt - -TOTAL (A) 6,519.3 2,362.4 Unsecured(a) Receivables outstanding for a period exceeding six months: (1) Considered good 7.8 9.3 (2) Considered doubtful 46.8 77.8 (b) Others (1) Considered good 573.4 561.6 (2) Considered doubtful 7.8 7.1 Less: Provision for doubtful debt (54.6) (84.9)TOTAL (B) 581.2 570.9

TOTAL (A) + (B) 7,100.5 2,933.3

18. CASH AND BANK BALANCE: Cash and bank balances consist of the following:

Cash and cash equivalents Cash and cheques on hand 10.2 19.3 Balances with Banks(a) In Current accounts with banks i) In India 1,010.1 114.8 ii) Outside India 186.0 130.0 (b) Fixed Deposit with maturity less

than 3 months - - 1,206.3 264.1

Other bank balancesFixed deposits in India* 7,617.3 6,130.1 TOTAL 8,823.6 6,394.2

* Fixed deposits under lien with stock exchanges amounted to 6,936.5 million (Previous year : 6,100.5 million) and kept as collateral security towards bank guarantees issued amounted to 0.4 million (Previous year : 0.5 million) and kept as collateral security against bank overdraft facility amounted 504.2 million (Previous year 29.1 million) others 80.7 million (Previous year 29.1 million)

* Fixed deposits having maturity more than 3 months 95.5 million (Previous year Nil million)

19. SHORT-TERM LOANS AND ADVANCES: Short term loans and advances consist of the following:

(a) Unsecured, considered good i) Margin deposits with stock

exchange - - i) Security deposit for leased

premises and assets 55.7 37.7 ii) Other loans & advances a) Prepaid expenses 35.5 37.5 b) Advance to creditors 28.7 34.2 c) Other advances 238.8 144.2 TOTAL 358.7 253.6

20. OTHER CURRENT ASSETS Other current assets consist of the following:

(a) Accrued income 447.7 306.7 (b) Interest receivable 286.0 212.6 TOTAL 733.7 519.3

Continued

Name of the Company As at

March 31, 2017

( in million) As at

March 31, 2016

As atMarch 31,

2017

( in million) As at

March 31, 2016

notes

87



in million)

Nature of Transaction Holding Company March 31,


2017 2016 2017 2016Income from services and brokerage (commission and fees) 399.6 108.7 ICICI Home Finance Company Limited 28.7 30.6 ICICI Prudential Life Insurance Company Limited 733.7 595.7 ICICI Securities Primary Dealership Limited 1.2 5.9 ICICI Lombard General Insurance Company Limited 9.3 8.7ICICI Prudential Asset Management Company Limited 76.7 5.3ICICI Prudential Trust Limited - - ICICI Venture Funds Management Company Limited 13.5 0.0ICICI Investment Management Company Limited - -ICICI Bank UK PLC - 1.0 Interest income 216.7 353.4Staff expenses 13.0 13.1ICICI Securities Primary Dealership Limited (0.0) (1.0)ICICI Prudential Life Insurance Company Limited 2.4 2.4 ICICI Lombard General Insurance Company Limited 83.0 84.2 Operating expenses 526.2 431.1 ICICI Securities Primary Dealership Limited - 5.3 Other expenses 154.9 134.0 ICICI Lombard General Insurance Company Limited 3.2 3.4ICICI Securities Primary Dealership Limited 1.2 4.3 ICICI Prudential Life Insurance Company Limited 2.9 (0.1)Finance cost 11.4 7.8 Dividend paid 2,050.3 1,610.7

( in million)


Holding Company

March 31,


2017 2016 2017 2016Share capital 1610.7 1,610.7Payables 110.8 102.0ICICI Lombard General Insurance Company Limited 0.5 0.4

ICICI Prudential Life Insurance Company Limited 0.6 -ICICI Securities Primary Dealership Limited 0.5 0.4 Fixed assets purchases 1.2 Fixed assets sold 3.8Fixed deposits 735.4 3,779.1Accrued interest Income 42.9 138.6 Bank balance 1,001.5 104.5 (Net of Current liabilities of NIL million (Previous year 4.5 million)Deposit 2.6ICICI Lombard General Insurance Company Limited 0.1 0.1 Loans & advances (including prepaid expenses) 0.0 0.7ICICI Lombard General Insurance Company Limited 4.8 3.4 ICICI Prudential Life Insurance Company Limited 2.1 1.8 ICICI Securities Primary Dealership Limited 0.1 0.1 Receivables 0.0 0.0 ICICI Prudential Life Insurance Company Limited 0.3 114.7 ICICI Lombard General Insurance Company Limited 0.0 0.0 ICICI Prudential Asset Management Company Limited 2.1 1.2 ICICI Home Finance Company Limited 3.9 4.7 ICICI Securities Primary Dealership Limited - 3.4 ICICI Venture Funds Management Company Limited 9.5 -Accrued income 10.7 17.8 ICICI Lombard General Insurance Company Limited 0.7 0.6 ICICI Prudential Life Insurance Company Limited 118.2 19.1 ICICI Prudential Asset Management Company Limited 8.8 - ICICI Home Finance Company Limited 3.2 4.3 ICICI Venture Funds Management Company Limited 0.3 -

( in million)


Holding Company

March 31,


2017 2016 2017 2016Purchase value of bond - 1,358.0 ICICI Securities Primary Dealership Limited 66.4 332.6 Sale value of bond - -

- -

The Company has contributed 49.0 million (Previous Year 36.0million) to the corpus of ICICI Foundation for Inclusive Growth as part of the CSR expenditure.

26. OTHER EXPENSES Other expenses consist of the following:

in million)

For the year ended

March 31, 2017

For the year ended

March 31, 2016(a) Rent and amenities 723.6 743.2

(b) Insurance 3.5 4.1

(c) Traveling and conveyance expenses 223.2 214.2

(d) Business promotion 179.7 75.8 (e) Repairs, maintenance, upkeep and

others 387.3 330.7

(f) Rates and taxes 54.8 110.1

(g) Electricity expenses 98.6 85.4

(h) Communication expenses 147.7 125.7 (i) (Profit) / loss on sale of fixed asset

(net) 2.5 12.6

(j) Advertisement and publicity 85.2 69.9

(k) Printing and stationery 32.7 29.3

(l) Subscription and periodicals 79.3 73.4

(m) Professional fees 114.3 98.4

(n) Auditors’ remuneration 12.6 11.8

(o) Corporate social responsibility expenses 65.4 47.0

(p) Recruitment expense 23.1 20.3

(q) Foreign exchange (gain) / loss (net) 3.9 1.7

(r) Donation 0.6 2.9

(s) Miscellaneous expenses 6.1 1.6

TOTAL 2,244.1 2,058.1

27. EARNINGS PER SHARE The computation of basic and diluted earnings per share is given below:-

ParticularsYear ended


March 31, 2016Basic & diluted earning per shareNet profit after tax, before preference dividend ( million) 3,385.9 2,387.2 Net profit after tax and preference dividend ( million) 3,385.9 2,387.2 Weighted average no. of equity shares outstanding (in million) 805.4 805.4 Basic & diluted earnings per share ( ) 4.20 2.96 Nominal value per share ( ) 2.00 2.00

28. RELATED PARTY DISCLOSURES

As per Accounting Standard on related party disclosures (AS18) as notified by the Companies Accounts Rules 2014, the names of the related parties of the company are as follows:


Holding Company: ICICI Bank Limited

Subsidiary Companies: ICICI Securities Holding Inc.; ICICI Securities Inc.

B. Other related parties where transactions have occurred during the year

Fellow Subsidiaries:

ICICI Home Finance Company Limited, ICICI Investment Management Company Limited, ICICI Lombard General Insurance Company Limited, ICICI Prudential Asset Management Company Limited, ICICI Prudential Life Insurance Company Limited, ICICI Securities Primary Dealership Limited, ICICI Venture Funds Management Company Limited, ICICI Bank UK PLC, ICICI Prudential Trust Limited.

C. Associate of Holding Company :ICICI Foundation for Inclusive Growth.

D. Key Management Personnel a) Shilpa Kumar Managing Director & CEO (from November 1, 2016) b) Anup Bagchi Managing Director & CEO (till October 31, 2016) b) Ajay Saraf Executive Director

Continued

notes

88

Key Management Personnel

Key Management PersonnelYear ended


March 31, 20161) Shilpa Kumar, MD & CEO (From

November 1, 2016) 9.8 -

2) Anup Bagchi, MD & CEO (Till October 31, 2016) 40.5 44.6

3) Ajay Saraf, Executive Director 28.4 29.1 The compensation paid includes bonus, long term incentives and contribution to provident fund.

The company has received brokerage amounting to 0.0 million (Previous year 0.3 million) from the key management personnel. There are no transactions with relatives of the key management personnel (Previous year Nil).

During the year ended March, 2009, the Company had incurred managerial remuneration which was in excess of the limits specified by the relevant provisions of the Companies Act, 1956. The Company has made an application to the appropriate regulatory authorities in this regard, for payment of such excess remuneration paid to managerial personnel. The limits specified by the Companies Act, 1956 would be 4.4 million.

The Company has received correspondence in respect of Mr. A Murugappan from the Ministry of Corporate Affairs on April 21, 2011 and has sought clarifications on the same vide letter dated May 24, 2011 and letter dated February 8, 2012.

29. EMPLOYEE BENEFITS (AS 15 REVISED) a) Gratuity

The following table summarizes the components of net expenses for retirement benefits recognised in the Statement of profit and loss and the amounts recognised in the balance sheet.

( in million)

Particulars Year ended

March 31, 2017

Year ended March 31,

2016Change in Defined Benefit ObligationOpening obligations 312.5 240.8 Service cost 39.8 29.7 Interest cost 24.5 18.2 Actuarial (gain) / loss 55.5 42.7 Past service cost - - Liabilities assumed on acquisition / (settled on divestiture) (15.7) -

Benefits paid (18.0) (18.9)Total Obligation 398.6 312.5 Defined benefit obligation liability 398.6 312.5 Change in Fair Value of AssetsOpening plan assets, at fair value 38.5 60.3 Expected return on plan assets 1.3 2.1 Actuarial gain / (loss) 4.3 (4.9) Contributions by employer 30 - Assets acquired on acquisition / (settled on divestiture) (15.6) -

Benefits paid (18.0) (18.9)Plan assetsFair value of plan assets at the end of the year (40.5) (38.5)

Present value of the defined benefit obligations at the end of the period 398.6 312.5

- - Asset / (liability) 358.1 (274.0)Cost for the periodService cost 39.8 29.7 Interest cost 24.5 18.2 Expected return on plan assets (1.3) (2.1)Actuarial (gain) / loss 51.2 47.8 Past Service Cost - - Net cost 114.2 93.4 Investment details of plan assetsInsurer Managed Funds 97.00% 96.00%Others 3.00% 4.00%AssumptionsInterest rate (p.a.) 6.75% 7.65%Salary escalation rate (p.a.) 7.00% 7.00%Estimated rate of return on plan assets (p.a.) 8.00% 8.00%

The Company expects to contribute 20.0 million (Previous year - 20.0 million) to Gratuity in 2017 - 2018

The expected rate of return on plan assets is based on our expectation of the average long term return expected on investments of the fund during the estimated term of the obligation.


The following table summarizes the experience adjustments

( in million)

Year ended

ParticularsMarch 31,

2017 March

31, 2016March 31,

2015March 31,

2014March 31,

2013Defined benefit obligation 398.6 312.5 240.8 182.5 146.1 Plan assets 40.5 38.5 60.3 55.7 41.4 Surplus/(deficit) (358.1) (274.0) (180.5) (126.8) (104.7)Experience adjustments on plan liabilities 34.9 24.8 24.1 21.0 13.3Experience adjustments on plan assets 4.4 (4.9) 10.6 1.0 (1.3)

The estimates of future salary increases considered takes into account the inflation, seniority, promotion and other relevant factors.

b) Long Term Incentive Plan

Liability for the scheme is determined based on actuarial valuation which has been carried out using the projected accrued benefit method

Particulars For the year endedMarch 31,

2017March 31,

2016Discount rate 6.50% 7.45%Increase in Incentive amount 0.00% 0.00%

30 DERIVATIVE INSTRUMENTS

The following are the details of derivative position, for the periods indicated.

( in million)

Particulars For the year ended March 31, 2017

For the year ended March 31, 2016

Quantity Market Value ( )

Quantity Market Value ( )

TypeFutures (net) 51,000 469.1 (49,650) 386.5Options (net) (168,150) (5.1) (150,600) 7.1InterestRate Futures (300,000) 31.2 - -

31. LEASE

Office premises and office equipment are obtained on operating lease. There are no restrictions imposed by lease arrangements

The following are the details of operating leases for the periods indicated. ( in million)


March 31,2017

Year ended March

31,2016Lease payments recognized in the Statement of Profit and Loss during the year

- Minimum lease payments 626.3 663.4- Contingent Rent - -

Sub-lease payments received/receivable recognized in the Statement of Profit and Loss during the year

25.0 50.1

Minimum Lease Payments :- Not later than one year 125.2 236.3- Later than one year but not later than five

years 511.6 462.2

- Later than five years 263.0 389.3 - Total of future minimum sublease

payments expected to be received as at balance sheet date

- -

32. CAPITAL COMMITMENTS

Estimated amount of contracts remaining to be executed on capital account and not provided for is 22.5 million (Previous year 4.6 million).

33. CONTINGENT LIABILITIES

The following are details of contingent liabilities.

a. Direct tax matters disputed by the Company are 1,420.3million (Previous year - 1,471.9 million).

b. Indirect tax matters disputed by the Company are 156.1 million (Previous year - 156.1 million).

c. The Company has underwritten the right issue of equity shares of Mahindra Lifespace Developers Limited to the tune of 1,475.1 million as on March 31, 2017 (Previous year - Nil)

d. Customer complaints not acknowledged as debts is 32.5 million (Previous year - Nil).

notes

89


34. SEGMENT REPORTING

The Company is presenting consolidated financial statements and hence in accordance with Accounting Standard 17 – Segment Reporting, segment information is disclosed in the consolidated financial statements.

The Company’s business is organised into three segments as mentioned below. Segments have been identified and reported taking into account the nature of services, the differing risks and returns and internal financials reporting. Segment revenues, results, assets and liabilities have been accounted for on the basis of their relationship to the operating activities of the segment and amounts allocated on a reasonable basis. The company generally accounts for Inter-segment transfers based on the revenue sharing arrangement agreed between the segments

( in million)

Particulars

Investment & trading Broking & commission Advisory services Unallocated Total

For the year ended

For the year ended

For the year ended

For the year ended

For the year ended

For the year ended

For the year ended

For the year ended

For the year ended

For the year ended

March 31, 2017

March 31, 2016

March 31, 2017

March 31, 2016

March 31, 2017

March 31, 2016

March 31, 2017

March 31, 2016

March 31, 2017

March 31, 2016

1 Segment Revenue 277.2 371.6 12,570.3 10,040.6 1,194.8 833.6 - - 14,042.3 11,245.82 Segment Results 135.4 137.0 4,723.6 3,463.0 361.4 141.0 - - 5,220.4 3,741.03 Income Tax expenses (net of deferred

tax credit) - 0 - - - - 1,834.5 1,353.8 1,834.5 1,353.8

4 Net profit (2) - (3) 3,385.9 2,387.25 Segment Assets 1,272.0 2,172.8 17,576.7 10,048.7 77.1 356.2 1,548.6 1,397.2 20,474.4 13,974.96 Segment Liabilities 385.9 1,029.6 14,593.3 8,389.8 508.0 459.8 91.4 114.1 15,578.6 9,993.37 Cost of Acquisition of segment assets 0.4 0.4 148.3 178.9 6.3 6.8 - - 155.0 186.18 Depreciation 0.4 0.4 148.1 151.8 6.3 7.4 - 154.8 159.6

35. SUBSIDIARY PROPORTION IN ASSETS AND STATEMENT OF PROFIT AND LOSS The Company is presenting consolidated financial statements and hence in accordance with Schedule III of Companies Act 2013 – subsidiaries proportion information is

disclosed in the consolidated financial statements( in million)

Name of the Entity Type Residential Status

Net Assets ( Value ) As (%) of consolidated Net

Assets

Share in Statement of Profit and Loss

As (%) of consolidated Statement of Profit and

LossAs at

March 31, 2017


As at March 31,

2017



2017


2016


2017


31, 2016

1 ICICI Securities Ltd. Parent Indian 4,727.9 3,816.9 96% 96% 3,537.2 2,571.1 104% 105%

2 ICICI Securities Holding Inc. Subsidiary Foreign 32.5 38.7 1% 1% (0.1) 0.9 0% 0%

3 ICICI Securities Inc. Step-down Subsidiary

Foreign 135.4 126.0 3% 3% (151.2) (130.8) -4% -5%

Total 4,895.8 3,981.6 100% 100% 3,385.9 2,387.2 100% 100%

notes







Business Segment Principle activities

Investment & trading Income from treasury, investment income

Broking & commission Broking and other related activities including distribution of third party products like Mutual Fund, Life Insurance, etc. and sales credit for referred business

Advisory services Financial advisory services such as equity-debt issue management services, merger and acquisition advice and other related activities

Following are the disclosures for the three identified segments

36 SPECIFIED BANK NOTES (SBN) HELD AND TRANSACTED

The details of Specified Bank Notes (SBN) held and transacted during the period November 8, 2016 to December 30,2016 are as provided in the table below

( in million)

ParticularsSpecified

BankOther

DenominationTotal

Change in Defined Benefit ObligationClosing cash in hand as on November 8, 2016 - - -

Add : Permitted receipts - 0.0 0.0Less : Permitted payments - - -Less : Amount deposited in Banks - (0.0) (0.0)-Closing cash in hand as on December 30, 2016

- - -

( 0.0 million indicates values are lower than 1 million.)

37. ADDITIONAL DISCLOSURE Additional statutory information disclosed in separate financial statements of the

parent and subsidiaries having no material bearing on the true and fair view of the consolidated financial statements and the information pertaining to the items which are not material have not been disclosed in the consolidated financial statements.

The Company has regrouped / reclassified previous year figures wherever necessary.

90

for the year ended March 31, 2017

consolidated cash flow statement

For the year ended

March 31, 2017

For the year ended

March 31, 2016A Cash flow from operating activities

Profit before tax 5,220.4 3,741.0 - (Profit)/loss on sale of fixed assets 2.5 12.6 - (Profit)/loss on sale of Investment - (0.0)- Depreciation 154.8 159.6 - Interest expense 276.7 251.2 - Foreign currency translation reserve (4.0) 9.9 - Provision for diminution in value of investment 6.7 --- Foreign exchange (gain) / loss (net) 3.9 1.7 Operating profit before changes in operating assets and liabilities 5,661.0 4,176.0 Adjustments for net change in operating assets and liabilities- Current assets excluding cash and cash equivalents a) (Increase)/ decrease in current assets (4,872.9) (535.0)b) (Increase)/ decrease in other non-current assets (541.4) (145.9)c) (Increase)/ decrease in long-term loans and advances (68.9) (108.5)d) (Increase)/ decrease in advance tax net of provision 82.4 78.0e) (Increase)/ decrease in current investments 0.7 - f) (Increase)/ decrease in capital advances - (0.0)- Current Liabilites relating to operations a) Increase/ (decrease) in non-current liabilities 269.5 209.4b) Increase/ (decrease) in trade payables 2,773.9 352.9c) Increase/ (decrease) in other current liabilities 329.8 (150.7)d) Increase/ (decrease) in short term provisions 9.1 1.0e) Increase/ (decrease) in foreign exchange (gain) / loss (net) (3.9) (1.7)

(2,021.7) (300.5)Cash generated from operations 3,639.3 3,875.5 Payment of taxes (net) (1,986.1) (1,553.3)Net cash from operating activities 1,653.2 2,322.2

B Cash flow from investment activities- (Purchase) of investments (15.7) 0.0 - (Purchase) of fixed assets (159.4) (172.4)- Sale of fixed assets 5.5 7.4Net cash used in investment activities (169.6) (165.0)

C Cash flow from financing activities- Increase/ (decrease) in borrowings (net) 2,225.5 (536.7)- Interest paid (276.7) (251.2)- Dividends and dividend tax paid (2,490.2) (1,926.6)Net cash used in financing activities (541.4) (2,714.5)Net change in cash & cash equivalents 942.2 (557.3)Cash and cash equivalents at the beginning of the year 264.1 821.4 Cash and cash equivalents at the end of the year 1,206.3 264.1 Components of cash and cash equivalents (Note 18)Cash and cheques on hand 10.2 19.3 In current account with banks- In India with scheduled banks 1,010.1 114.8 - Outside India 186.0 130.0 Fixed deposit with maturity less than 3 months - - Total Cash and cash equivalents 1,206.3 264.1

“Cash and cash equivalents at the end of the period excludes: - Fixed deposits under lien 8,324.3 millions (March 31, 2016 6,399.6 millions) and - Fixed deposits having maturity more than 3 months 95.5 (March 31, 2016 Nil millions).”

This is the Cash Flow Statement referred to in our report of even date.







ICICI Securities Limited80

Independent Auditor’s Report

To the Members ofICICI Securities Limited

Report on the audit of the standalone financial statementsWe have audited the accompanying standalone financial statements of ICICI Securities Limited (the “Company”), which comprise the Balance Sheet as at 31 March 2018, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and summary of the significant accounting policies and other explanatory information.

Management’s responsibility for the standalone financial statementsThe Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (the “Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs, profit/loss and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards prescribed under Section 133 of the Act.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Auditor’s responsibilityOur responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which

are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under Section 143 (10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the standalone financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the standalone financial statements.

We are also responsible to conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in the auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify the opinion. Our conclusions are based on the audit evidence obtained up to the date of the auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

OpinionIn our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information

Annual Report 2017-18 81C

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required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2018, and its profits and its cash flows for the year ended on that date.

Other matterThe comparative financial information of the Company for the year ended 31 March 2017 prepared in accordance with Accounting Standards as included in these standalone financial statements have been audited by the predecessor auditor who had audited the standalone financial statements for the year ended 31 March 2017. The report of the predecessor auditor on the comparative financial information dated 20 April 2017 expressed an unmodified opinion. Our opinion is not modified in respect of this matter.

Report on other legal and regulatory requirementsAs required by the Companies (Auditor’s Report) Order, 2016 (the “Order”) issued by the Central Government in terms of section 143(11) of the Act, we give in “Annexure A”, a statement on the matters specified in paragraphs 3 and 4 of the Order.

As required by Section 143 (3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards prescribed under Section 133 of the Act;

e) On the basis of the written representations received from the directors as on 31 March 2018 taken

on record by the Board of Directors, none of the directors is disqualified as on 31 March 2018 from being appointed as a director in terms of Section 164 (2) of the Act;

f) With respect to the adequacy of the internal financial controls with reference to the standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B"; and

g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. the Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements – Refer Note 33 to the standalone financial statements;

ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; and

iii. there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company; and

iv. the disclosures in the standalone financial statements regarding holdings as well as dealings in specified bank notes during the period from 8 November 2016 to 30 December 2016 have not been made since they do not pertain to the financial year ended 31 March 2018. However, amounts as appearing in the audited standalone financial statements for the year ended 31 March 2017 have been disclosed.

For B S R & Co. LLP Chartered Accountants Firm’s Registration No: 101248 W/W-100022

Venkataramanan VishwanathMumbai Partner14 April 2018 Membership No: 113156


The Annexure referred to in the Independent Auditor’s Report to the members of ICICI Securities Limited (the “Company”) on the standalone financial statements for the year ended 31 March 2018, we report that:

i. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets by which all the fixed assets are verified at the end of the financial year. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) The Company does not have any immovable properties. Accordingly, para 3(i)(c) of the Order is not applicable to the Company.

ii. The Company does not hold any securities in physical form. The securities held as stock in trade are verified with the statement of holding received by management from the custodian at regular intervals. No material discrepancies were noticed on such verification.

iii. The Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Act. Accordingly, para 3(iii) of the Order is not applicable.

iv. In our opinion and according to the information and explanations given to us, the Company has not granted any loans, made investments or provided guarantees and securities under Section 185 and

186 of the Act. Accordingly, para 3(iv) of the Order is not applicable.

v. According to the information and explanation given to us, the Company has not accepted any deposits from the public to which directives issued by Reserve Bank of India and the provisions of Section 73 to Section 76 or any other relevant provisions of the Act and the rules framed thereunder apply. Accordingly, para 3(v) of the Order is not applicable.

vi. The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for any services rendered by the Company. Accordingly, paragraph 3(vi) of the Order is not applicable.

vii. (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including provident fund, employees’ state insurance, income tax, service tax, value added tax, goods and service tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of duty of sales tax, customs and duty of excise. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees’ state insurance, income tax, service tax, value added tax, goods and service tax, cess and other material statutory dues were in arrears as at 31 March 2018 for a period of more than six months from the date they became payable.

Annexure A to the Independent Auditor’s Report of even date on the standalone financial statements of ICICI Securities Limited

(b) According to the information and explanations given to us, the following dues outstanding of income tax, service tax and value added tax have not been deposited by the Company on account of disputes:

Name of the statute Nature of dues Amount (in

` million)Period to which the amount relates

Forum where dispute is pending


Income tax (including interest but excluding penalty)

474.30 Financial Year (“FY”) 2010-2011 to FY 2012-2013

Commissioner of Income Tax (Appeals)



279.80 FY 2005-2006 Income Tax Appellate Tribunal



240.10 FY 2000-2001 to FY 2009-2010

Commissioner of Income Tax


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Name of the statute

Nature of duesAmount (in

` million)Period to which the amount relates

Forum where dispute is pending


Income tax (excluding interest but including penalty)

51.60 FY 2007-2008 Commissioner of Income Tax (Appeals)



0.50 FY 2007-2008 to FY 2009-2010

Commissioner of Income Tax - TDS

Service Tax Service tax (excluding interest and penalty)

147.70 FY 2002-2003 to FY 2013-2014


Service Tax Service tax (including interest and penalty)

6.70 FY 2006-2007 to FY 2008-2009

Central Excise & Service Tax Appellate Tribunal

Maharashtra Value Added Tax, 2002

Value added tax (including interest & penalty)

1.70 FY 2008-2009 Commissioner of MVAT (Appeals)

Madhya Pradesh Value Added Tax, 2002*


0.4 FY 2008-2009 High Court, Indore

*Amount paid under protest

viii. In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to financial institutions and banks. The Company did not have any borrowings from Government or debenture holders during the year.

ix. In our opinion and according to the information and explanations given to us, the monies raised by way of debt instruments in the nature of commercial paper by the Company have been applied for the purpose for which they were raised. During the year ended 31 March 2018, the Company completed the Initial Public Offer (‘IPO’) through an Offer for Sale by ICICI Bank Limited, the Holding Company. As the IPO was through an Offer for Sale by the Holding Company, the Company did not receive any proceeds from the IPO. The Company did not raise money by way of further public offer.

x. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.

xi. According to the information and explanations give to us and based on our examination of the books and records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

xii. In our opinion and according to the information and explanations given to us, the Company is not a nidhi

company. Accordingly, paragraph 3(xii) of the Order is not applicable.

xiii. According to the information and explanations given to us and on the basis of our examination of the records of the Company, all transactions with the related parties are in compliance with section 177 and 188 of the Act, where applicable and the details have been disclosed in the standalone financial statements, as required by the applicable accounting standards.

xiv. According to the information and explanations given to us and based on our examination of the books and records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, paragraph 3(xiv) of the Order is not applicable.

xv. According to the information and explanations given to us and based on our examination of the books and records of the Company, the Company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

xvi. According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.




Annexure - B to the Independent Auditor’s Report of even date on the standalone financial statements of ICICI Securities Limited

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (the “Act”)We have audited the internal financial controls over financial reporting of ICICI Securities Limited (the “Company”) as of 31 March 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s responsibility for internal financial controlsThe Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India (the “ICAI”). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information, as required under the Act.

Auditor’s responsibilityOur responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by the ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their

operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of internal financial controls over financial reportingA company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent limitations of internal financial controls over financial reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial


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reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

OpinionIn our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as

at 31 March 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.




Standalone Balance Sheet as at March 31, 2018

The Notes to the financial statements form an integral part of the Financial StatementsAs per our report of even date attached For and on behalf of Board of Directors

For B S R & Co. LLP Chanda Kochhar Ashvin Parekh Shilpa KumarChartered Accountants Chairperson Director Managing Director & CEOICAI Firm Registration No.:101248W/W-100022

DIN - 00043617 DIN - 06559989 DIN - 02404667

Venkataramanan Vishwanath Ajay Saraf Raju Nanwani Harvinder JaspalPartner Executive Director Company Secretary Chief Financial OfficerMembership No.: 113156 DIN - 00074885

Date: April 14, 2018Place: Mumbai

(` million)

NotesAs at

March 31, 2018As at

March 31, 2017I EQUITY AND LIABILITIES

1 Shareholders' funds (a) Share capital 3 1,610.7 1,610.7 (b) Reserves and surplus 4 6,640.2 3,239.8

8,250.9 4,850.5 2 Non-current liabilities (a) Other long term liabilities 5 957.3 826.3 (b) Long-term provisions 6 427.7 338.1

1,385.0 1,164.4 3 Current liabilities (a) Short-term borrowings 7 6,725.1 3,954.1 (b) Trade payables 8 (i) total outstanding dues of micro enterprises

and small enterprises - -

(ii) total outstanding dues of creditors other than micro enterprises and small enterprises

10,164.9 8,713.6

(c) Other current liabilities 9 2,076.9 1,668.0 (d) Short-term provisions 10 107.0 51.0

19,073.9 14,386.7 28,709.8 20,401.6

II ASSETS1 Non-current assets (a) Fixed assets 11 (i) Property, plant and equipment 296.6 241.9 (ii) Intangible assets 85.4 104.4 (iii) Capital work-in-progress 15.1 0.4 (iv) Intangible assets under development 23.8 27.9

420.9 374.6 (b) Non-current investments 12 141.6 143.2 (c) Deferred tax assets 13 736.4 577.8 (d) Long term loans and advances 14 1,431.4 1,357.9 (e) Other non-current assets 15 34.2 811.5

2,764.5 3,265.0 2 Current assets (a) Current investments 16 - 0.7 (b) Stock-in-trade 17 376.6 310.9 (c) Trade receivables 18 3,098.1 7,097.5 (d) Cash and bank balances 19 14,769.5 8,669.9 (e) Short term loans and advances 20 6,311.9 323.8 (f) Other current assets 21 1,389.2 733.8

25,945.3 17,136.6 28,709.8 20,401.6

III Significant Accounting Policies 2


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DIN - 00043617 DIN - 06559989 DIN - 02404667



Standalone Statement of Profit and Loss for the year ended March 31, 2018

(` million)

NotesFor the

year ended March 31, 2018

For the year ended

March 31, 2017 1 Revenue from operations

(a) Brokerage income 10,243.0 7,755.9 (b) Income from services 6,522.9 4,978.9 (c) Interest and other operating income 22 1,583.0 1,090.3 (d) Profit/(loss) on sale of securities (net) 23 219.1 213.9 Total Revenue from operations 18,568.0 14,039.0

2 Other income - - 3 Total Revenue (1 + 2) 18,568.0 14,039.0 4 Expenses:

(a) Employee benefits expenses 24 5,297.0 4,735.5 (b) Operating expenses 25 1,896.9 1,447.9 (c) Finance costs 26 491.2 285.0 (d) Depreciation and amortisation expense 11 152.6 154.6 (e) Other expenses 27 2,226.1 2,206.2 Total expenses 10,063.8 8,829.2

5 Profit before tax (3- 4) 8,504.2 5,209.8 6 Tax expense:

(a) Current tax 3,129.2 1,902.9 (b) Deferred tax (158.6) (69.2)Total tax expense 2,970.6 1,833.7

7 Profit after tax (5-6) 5,533.6 3,376.1 8 Earnings per equity share:

Basic and diluted (in `) 28 17.18 10.48 (Face value ` 5/- per share)

9 Significant Accounting Policies 2


Standalone Cash Flow Statement for the year ended March 31, 2018

(` million)For the


For the year ended

March 31, 2017A Cash flow from operating activities

Profit before tax 8,504.2 5,209.8 Add/(less): Adjustments- (Profit)/loss on sale of fixed assets 16.8 2.5 - Depreciation and amortisation 152.6 154.6 - (Profit)/loss on sale of long term investment (net) (3.5) - - Interest expense 483.3 276.7 - Provision for diminution in value of non-current investment - 6.7 - Unrealised loss on foreign currency transaction - (0.2)Operating profit before working capital changes 9,153.4 5,650.1 Adjustments for changes in working capitala) (Increase)/decrease in current assets (8,296.1) (4,851.7)b) (Increase)/decrease in long term loans and advances 18.3 (20.2)c) (Increase)/decrease in other non-current assets 777.3 (541.3)d) Increase/(decrease) in non current liabilities 220.8 278.5 e) Increase/(decrease) in trade payables 1,451.2 2,761.6 f) Increase/(decrease) in other current liabilities 500.6 320.9 g) Increase/(decrease) in short term provisions 56.1 9.1

(5,271.8) (2,043.1)Cash generated from operations 3,881.6 3,607.0 Payment of taxes (net) (3,220.8) (1,985.0)Net cash (used in)/generated from operating activities (A) 660.8 1,622.0

B Cash flow from investing activities- Purchase of investments (1.2) (15.7)- Proceeds from sale/maturity of investments 7.0 - - Purchase of fixed assets (223.1) (159.3)- Proceeds from sale of fixed assets 7.4 5.5 Net cash (used in)/generated from investing activities (B) (209.9) (169.5)


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As per our report of even date attached For and on behalf of Board of Directors


DIN - 00043617 DIN - 06559989 DIN - 02404667



Standalone Cash Flow Statement for the year ended March 31, 2018 (contd.)

(` million)For the


For the year ended

March 31, 2017C Cash flow from financing activities

- Increase/(decrease) in short-term borrowings (net) 2,753.5 2,228.1 - Interest paid on borrowings (465.9) (279.3)- Dividend paid (1,771.8) (2,050.3)- Dividend distribution tax paid (452.3) (439.9)Net cash (used in)/generated from financing activities (C) 63.5 (541.4)Net change in cash and cash equivalents (A+B+C) 514.4 911.1 Cash and cash equivalents at the beginning of the year 1,052.6 141.5 Cash and cash equivalents at the end of the year 1,567.0 1,052.6 Components of cash and cash equivalents Cash on hand* 0.0 0.0 Cheques on hand - 10.2 In Current account with banks- In India with scheduled banks 1,302.6 1,010.1 - Outside India 14.4 32.3 - Fixed deposit with maturity less than 3 months 250.0 - Total cash and cash equivalents (Note 19) 1,567.0 1,052.6

Cash and cash equivalents at the end of the year excludes:- Fixed deposits under lien ` 13,235.8 million (March 31, 2017 ` 8,324.2 million) and- Fixed deposits having original maturity more than 3 months ` Nil (March 31, 2017 ` 95.5 million).` 0.0 million indicates values are lower than ` 0.1 million, where applicable

Note : The above cash flow statement has been prepared under the Indirect method as set out in Accounting Standard - 3 on cash flow statements.


1 Corporate Information ICICI Securities Limited (“the Company”),

incorporated in 1995, is a public Company engaged in the business of broking (institutional and retail), merchant banking and advisory services.

During the year ended March 31, 2018, the Company completed the Initial Public Offering (IPO) through an Offer for Sale of 66,925,305 equity shares of ` 5/- each at a price of ` 520 per equity share by ICICI Bank Limited, the Holding Company, aggregating up to ` 34,801.2 million. The equity shares of the Company were listed on the National Stock Exchange of India Limited and BSE Limited on April 4, 2018.

2 Significant Accounting Policies

a) Basis of preparation The financial statements of the Company have

been prepared in accordance with generally accepted accounting principles in India (''Indian GAAP''). The Company has prepared these financial statements to comply in all material respects with the accounting standards notified under section 133 of the Companies Act 2013. The financial statements have been prepared on an accrual basis and under the historical cost convention.The accounting policies has been consistently applied by the Company except where otherwise stated are considered with those used in the previous year.

All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle and other criteria set out in the Schedule III to the Companies Act, 2013. Based on the nature of the services and the time between the provision of services and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current and non-current classification of assets and liabilities.

b) Use of estimates The preparation of the financial statements in

conformity with generally accepted accounting principles in India requires management to make judgements, estimates and assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) as of the date of the financial statements and the reported income, expenses and results during the reporting

period. The estimates used in the preparation of the financial statements are based on management’s best knowledge of current events and actions, uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in future periods.

c) Revenue recognitioni) Brokerage income in relation to stock broking

activity is recognised on a trade date basis.


iii) Commission income in relation to public issues/other securities is recognised based on mobilisation and intimation received from clients/intermediaries.

iv) Gains/losses on dealing in securities are recognised on a trade date basis.


vi) Revenue from dividends is recognised when the right to receive the dividend is established.

vii) Training fee income from financial educational programs is recognised on an accrual basis.

d) Investments Investments are classified into long term

investments and current investments. Investments which are intended to be held for more than one year are classified as long term investments and investments which are intended to be held for less than one year are classified as current investments. Long term investments are accounted at cost and any decline in the carrying value other than temporary in nature is provided for in the statement of profit and loss. Current investments are valued at cost arrived at on first in first out ('FIFO') basis and fair value, determined on an individual investment basis, whichever is lower.

On disposal of an investment, the difference between its carrying amount and net disposal

Notes to standalone financial statements for the year ended March 31, 2018


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proceeds is charged or credited to the statement of profit and loss.

e) Stock-in-trade Securities acquired with the intention to trade

are classified as stock- in- trade. The securities held as stock- in- trade are carried at cost arrived at on first in first out ('FIFO') basis and fair value, determined on an individual investment basis, whichever is lower. The profit or loss on sale of securities is recognised on a trade date basis in the Statement of Profit and Loss.

f) Fixed assets

(i) Property, Plant and Equipment (PPE)/Depreciation

PPE are carried at cost less accumulated depreciation. Cost comprises purchase price, borrowing cost if capitalisation criteria are met, directly attributable cost of bringing the asset to its working condition for the intended use.

Losses arising from the retirement of, and gains or losses arising from disposal of PPE are recognised in the statement of profit and loss.

Depreciation on PPE is calculated on a straight-line basis using the rates arrived at based on the useful lives estimated by management/limits specified in schedule II of the Companies Act, 2013. The Company has used the following rates to provide depreciation on the PPE.

Asset Useful lifeTangible AssetsOffice equipments comprising air conditioners, photo-copying machines, etc.

5 years

Computers 3 yearsServers & Network 6 yearsFurniture and fixtures 6.67 yearsMotor vehicles 5 years

Leasehold improvements are depreciated over the lease period subject to a maximum of 9 years.

Depreciation is provided on a straight-line basis from the date the asset is ready for its intended use or put to use whichever is

earlier. In respect of assets sold, depreciation is provided up to the date of disposal.

Management has estimated, the useful lives of the following classes of assets, which is lower than that indicated in schedule II of the Companies Act, 2013 on the basis of technical assessment.



The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at the balance sheet date and adjusted prospectively.

(ii) Intangible Assets/Amortisation Intangible assets acquired separately are

measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less accumulated amortisation. Intangible assets are amortised on a straight line basis over their estimated useful lives. The amortisation period and the amortisation method are reviewed at least at each financial year end. If the expected useful life of the asset is significantly different from previous estimates, the amortisation period is changed accordingly.

Gains or losses arising from the retirement or disposal of an intangible asset are determined as the difference between the net disposal proceeds and the carrying amount of the asset and recognised as income or expense in the statement of profit and loss.

The amortisation rates used are:

Intangible assetUseful life/Amortisation period

Computer software 4 yearsCMA Membership rights* 5 years

*CMA - Capital Market Authority of Oman

g) Foreign exchange transactions Foreign currency income and expenditure items

of domestic operations are translated at the

Notes to standalone financial statements for the year ended March 31, 2018 (contd.)


exchange rates prevailing on the date of the transaction. Monetary foreign currency assets and liabilities of domestic foreign operations are translated at closing exchange rates at the balance sheet date and the resulting gains/losses are included in the statement of profit and loss in the year in which they arise.


h) Employee Benefits

Provident Fund Retirement benefit in the form of provident fund

is a defined contribution scheme. The Company is statutorily required to contribute a specified portion of the basic salary of an employee to a provident fund as a part of retirement benefits to its employees. The contributions during the year are charged to the statement of profit and loss. The Company recognises contribution payable to the provident fund scheme as an expenditure when an employee renders the related service.

With respect to Oman Branch, for Omani national employees, the Company makes contributions to the Omani Public Authority for Social Insurance Scheme calculated as a percentage of the employees’ salaries. The Company’s obligations are limited to these contributions, which are expensed when incurred.

Gratuity The Company pays gratuity, a defined benefit

plan to its employees who retire or resign after completion of minimum period of five years of continuous service and in the case of employees at overseas locations as per rules in force in the respective countries. The Company makes contributions to the ICICI Securities Employees Group Gratuity Fund which is managed by ICICI Prudential Life Insurance Company Limited for the settlement of gratuity liability.

The Company accounts for the gratuity liability as per an actuarial valuation by an actuary appointed by the Company. In accordance with the gratuity fund’s rules, actuarial valuation of gratuity liability is calculated based on certain assumptions regarding rate of interest, staff mortality and staff attrition as per the projected unit credit method made at the end of each reporting period. Actuarial gains and losses for defined benefit plans are recognised in full in the period which they occur in the statement of profit and loss.

With respect to Oman Branch, the Company provides end of service benefits to its expatriate employees. The entitlement to these benefits is based upon the employees’ final salary and length of service, subject to the completion of a minimum service period. The expected costs of these benefits are accrued over the period of employment.

Compensated absence The employees can carry forward a portion of the

unutilised accrued compensated absences and utilize it in future service periods or receive cash compensation on termination of employment. Since the compensated absences do not fall due wholly within twelve months after the end of the period in which the employees render the related service and are also not expected to be utilised wholly within twelve months after the end of such period, the benefit is classified as long-term employee benefit. The Company records an obligation for such compensated absences in the period in which the employee renders the services that increase the entitlement. The obligation expected to fall beyond 12 months is measured on the basis of independent actuarial valuation using the projected unit credit method. Actuarial losses/gains are recognised in the statement of profit and loss as and when they are incurred.

Long Term Incentive The Company has a long term incentive plan

which is paid in three annual tranches. The Company accounts for the liability as per an actuarial valuation. The actuarial valuation of the long term incentives liability is calculated based on certain assumptions regarding rate of interest



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and staff attrition as per the projected unit credit method made at the end of each reporting period. The actuarial losses/gains are recognised in the statement of profit and loss in the period in which they arise.

i) Income taxes Income tax expense is the aggregate amount

of current tax and deferred tax borne by the Company. Current tax expense and deferred tax expense is determined in accordance with the provisions of the Income Tax Act, 1961 and tax laws prevailing in the respective tax jurisdictions where the Company operates. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date.

Deferred tax assets and liabilities are recognised on a prudent basis for the future tax consequences of timing differences arising between the carrying values of assets and liabilities and their respective tax basis.The impact of changes in the deferred tax assets and liabilities is recognised in the statement of profit and loss.

Deferred tax assets are recognised and reassessed at each reporting date, based upon management’s judgment as to whether their realisation is considered as reasonably certain. The Company writes-down the carrying amount of deferred tax asset to the extent that it is no longer reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which deferred tax asset can be realised. Any such write-down is reversed to the extent that it becomes reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available. Deferred tax assets are recognised, in case there are, on carry forward of unabsorbed depreciation, tax losses and carry forward capital losses, only if there is virtual certainty supported by convincing evidence that sufficient future taxable income will be available against which such deferred tax assets can be realised.

In accordance with the recommendations contained in the Guidance note on accounting for credit available in respect of Minimum Alternative Tax (“MAT”) issued by the Institute of Chartered Accountants of India, MAT credit

is recognised as an asset to the extent there is convincing evidence that the Company will pay normal income tax during the specified period in future. MAT credit is recognised as an asset by way of a credit to the statement of profit and loss and shown as MAT credit entitlement in the year in which MAT credit becomes eligible to be recognised as an asset. The Company reviews the “MAT credit entitlement” asset at each reporting date and writes down the asset to the extent the Company does not have convincing evidence that it will pay normal tax during the specified period.

j) Impairment of assets The Company assesses at the reporting date

whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Company estimate the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (“CGU”) net selling price and its value in use. The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining net selling price, recent market transactions are taken into account, if available. If no such transactions can be identified, an appropriate valuation model is used.

k) Provisions Provision is recognised when an enterprise has a

present obligation 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.

l) 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 the notes to the financial statements.

Contingent assets are neither recognised nor disclosed.

m) Earnings per share ("EPS") 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.

n) Lease Leases where the lessor effectively retains

substantially all the risks and benefits of ownership of the lease term are classified as operating leases. Operating lease payments are recognised as an expense in the statement of

profit and loss on a straight-line basis over the lease term.

o) Cash and cash equivalents Cash and cash equivalents for the purpose of cash

flow statement include cash in hand, balances with the banks and short term investments with an original maturity of three months or less.

p) Borrowing cost Borrowing costs are interest and other costs

(including exchange differences from foreign currency borrowings to the extent that they are regarded as an adjustment to interest costs) incurred by the Company in connection with the borrowing of funds. Borrowing costs directly attributable to acquisition or construction of those tangible fixed assets which necessarily take a substantial period of time to get ready for their intended use are capitalised. Other borrowing costs are recognised as an expense in the year in which they are incurred.

The difference between the discounted amount mobilised and redemption value of commercial papers is apportioned on time basis over the life of the instrument and charged as interest expense in the statement of profit and loss.

q) Derivative instruments The Company enters into exchange traded

derivative products i.e. equity/index futures and options, for proprietary trading purposes. The derivative contracts are recognised on a trade date basis and stated at the fair value, being the last quoted closing price on the National Stock Exchange of India Limited (‘NSE’) (in case not traded on NSE, last quoted closing price on BSE Limited is considered) on the balance sheet date. Changes in the fair value of the derivative contracts are recognised in the statement of profit and loss.



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3. Share Capital (` million)



Authorised:400,000,000 equity shares of ` 5/- each (March 31, 2017 : 1000,000,000 equity shares of ` 2/- each)

2,000.0 2,000.0

5,000,000 preference shares of ` 100/- each (March 31, 2017 : 5,000,000 of preference shares of ` 100/- each)

500.0 500.0

2,500.0 2,500.0 Issued, subscribed and fully paid-up shares:322,141,400 equity shares of ` 5/- each, fully paid (March 31, 2017 : 805,353,500 equity shares of ` 2/- each, fully paid)

1,610.7 1,610.7

Total issued, subscribed and fully paid-up share capital 1,610.7 1,610.7

a Reconciliation of the shares at the beginning and at the end of the reporting yearEquity shares



Nos (` million) Nos (` million)At the beginning of the year 80,53,53,500 1,610.7 80,53,53,500 1,610.7 Issued during the year - Bonus issue - - - - Issued during the year - ESOP - - - - Consolidation of shares during the year-Nos (refer note below)*

(48,32,12,100) - - -

Outstanding at the end of the year 32,21,41,400 1,610.7 80,53,53,500 1,610.7 *The shareholders of the Company have, at the Extraordinary General Meeting (EGM) held on December 4, 2017 accorded their consent to the consolidation of the authorised and issued equity share capital of the Company by increasing the nominal value of the equity share from ` 2/- (Rupees two only) each to ` 5/- (Rupees five only) each. The record date for the consolidation was December 8, 2017. Accordingly, the revised authorised equity share capital of the Company now stands at 400,000,000 equity shares of ` 5/- each and issued, subscribed and paid up equity share capital 322,141,400 equity shares of ` 5/- each.

During the year ended March 31, 2018, the Company completed the Initial Public Offering (IPO) through an Offer for Sale of 66,925,305 equity shares of ` 5/- each at a price of ` 520/- per equity share by ICICI Bank Limited, the Holding Company, aggregating upto ` 34,801.2/- million. The equity shares of the Company were listed on the National Stock Exchange of India Limited and BSE Limited on April 4, 2018

b Terms/rights attached to equity shares The Company has only one class of equity shares having par value of ̀ 5/- per share with effect from December

4, 2017. Till December 3, 2017, the Company had only one class of equity share having par value of ` 2/- per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

During the year, the Company had declared and paid interim dividend of ` 5.50- per share amounting to ` 2,132.5 million. Further the Board of Directors at their meeting held on April 14, 2018 proposed a final dividend of ` 3.90 (Previous Year ` Nil) per share, subject to the approval of the members at the ensuing Annual General Meeting. In terms of revised Accounting Standard (AS) 4 ‘Contingencies and Events occurring after the Balance Sheet date’ as notified by Ministry of Corporate Affairs through amendments to Companies Accounting Standard (Amendment) Rules, 2016, dated March 30, 2016, the Company has not accounted for proposed dividend as a liability as at March 31, 2018. If approved the total liability arising to the Company would be ` 1,514.6 million including dividend distribution tax,(Previous Year ` Nil).



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.

c Pattern of Shareholding Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company:

ShareholderAs at

March 31, 2018As at

March 31, 2017Nos % of Holding Nos % of Holding

ICICI Bank Limited & its nominees 25,52,16,095 79.22% 80,53,53,500 100%Total 25,52,16,095 79.22% 80,53,53,500 100%

d Aggregate number of bonus share issued, shares issued for consideration other than cash and shares bought back the period for five years immediately preceding the reporting date:

Particulars 2018 2017 2016 2015 2014

No of Shares Equity shares bought back by the company - - - - -

4. Reserves and SurplusReserves and surplus consist of the following:

(` million)As at

March 31, 2018As at

March 31, 2017(a) Securities premium account Opening balance 244.0 244.0 Add : Additions during the year (net) - - Closing balance 244.0 244.0 (b) Foreign currency translation reserve Opening balance 18.6 18.8 Add : Additions during the year (net) (0.7) (0.2) Closing balance 17.9 18.6 (c) General reserve Opening balance 666.8 666.8 Add : Additions during the year (net) 0.0 - Closing balance 666.8 666.8 (d) Surplus i.e. balance in the statement of profit and loss Opening balance 2,310.4 1,402.0 Add: profit after tax for the year 5,533.6 3,376.1

7,844.0 4,778.1 Less: Appropriations Interim dividend on equity shares 1,771.8 2,050.3 Dividend distribution tax on equity dividend 360.7 417.4 Closing balance 5,711.5 2,310.4 Total 6,640.2 3,239.8



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5. Other Long Term LiabilitiesOther long term liabilities consist of the following:

(` million)As at

March 31, 2018As at

March 31, 2017Other liabilities 957.3 826.3Total 957.3 826.3Other liabilities include - - a) Long term incentive payable to the employees 714.0 635.3 b) Others 243.3 191.0

6. Long Term ProvisionsLong-term provisions consist of the following:

(` million)As at

March 31, 2018As at

March 31, 2017Provision for employee benefits (a) Provision for gratuity (Refer Note 30) 382.7 320.3 (b) Provision for compensated absence 45.0 17.8 Total 427.7 338.1

7. Short Term BorrowingsShort Term Borrowings consist of the following:

(` million)As at

March 31, 2018As at

March 31, 2017(a) Secured loans Bank overdraft - - (Secured against first charge on all receivables, book debts, cash

flows, and proceeds arising therefrom and a lien on fixed deposits including but not limited to the Company’s cash in hand both present and future)

(b) Unsecured loans Commercial paper 6,725.1 3,954.1 (repayable within one year)Total 6,725.1 3,954.1



8. Trade PayablesTrade payables consist of the following:

(` million)As at

March 31, 2018As at

March 31, 2017(a) total outstanding dues of micro enterprises and small enterprises

(Refer note 34 for details of dues to micro and small enterprises) - -

(b) total outstanding dues of creditors other than micro enterprises and small enterprises

10,164.9 8,713.6

Total 10,164.9 8,713.6

9. Other Current LiabilitiesOther current liabilities consist of the following:

(` million)As at

March 31, 2018As at

March 31, 2017(a) Income received in advance 15.0 37.6 (b) Others - - 1) Statutory liabilities 656.6 312.9 2) Employee related liabilities 1,370.0 1,276.7 3) Other liabilities 35.3 40.8 Total 2,076.9 1,668.0

10. Short Term ProvisionsShort term provision consist of the following:

(` million)As at

March 31, 2018As at

March 31, 2017Provision for employees benefitsi) Provision for gratuity (Refer Note 30) 84.1 41.1 ii) Provision for compensated absence 22.9 9.9 Total 107.0 51.0



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12. Non-Current InvestmentsNon-current investments consist of the following

(` million)


Nos Face value

per unit As at

March 31, 2018 As at

March 31, 2017 Trade InvestmentsIn equity instruments (valued at cost) (fully paid)Subsidiary Company:(a) ICICI Securities Holding Inc.(unquoted) 1,664 (1,664) ` 10/(` 10) 728.2 728.2 Less :Provision for impairment (605.5) (605.5)

122.7 122.7 Others (fully paid):(a) BSE Limited (quoted) 11,414

(11,414) ` 2/(` 2) 0.0 0.0

(b) Receivable Exchange of India Limited (unquoted)

1,500,000 (1,500,000)

` 10/(` 10) 15.0 15.0

(c) Universal Trustees Private Limited (unquoted)

3,00,000 (180,000)

` 10/(` 10) 10.6 9.4

(d) Parabolic Drugs Limited (quoted) Nil (794,000) Nil/(` 10) - 45.5 25.6 69.9

Less : Provision for impairment (6.7) (49.4) 18.9 20.5

141.6 143.2 Total 141.6 143.2 1) Aggregate carrying amount of quoted

investments 0.0 2.8

2) Aggregate market value of quoted investments

8.6 17.9

3) Aggregate carrying amount of unquoted investments

141.6 140.4

4) Aggregate amount of diminution in the value of investments

612.1 654.9

5) ̀ 0.0 million indicates values are lower than ` 0.1 million, where applicable

13. Deferred Tax AssetsThe break-up of deferred tax assets is given below:

(` million)As at

March 31, 2018As at

March 31, 2017Deferred tax asset in respect of:(a) Provision for doubtful debts 45.0 22.1 (b) Provision for gratuity 161.5 125.1 (c) Provision for compensated absence 23.5 9.6 (d) Provision for lease rent escalation 76.2 65.3 (e) Depreciation and amortisation 58.6 44.1 (f) Provision for investments 0.8 5.7 (g) Provision for long term incentive and statutory bonus 362.1 305.7 (h) Revenue Recognition 8.1 - (i) Provision for foreign currency translation reserve 0.2 - (j) Marked to market loss 0.4 0.2 Total 736.4 577.8



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14. Long Term Loans and AdvancesLong term loans and advances consist of the following:

(` million)As at

March 31, 2018As at

March 31, 2017Unsecured, considered good (unless stated otherwise)i) Capital advances 0.1 - ii) Security deposit for leased premises and assets 270.8 334.9 iii) Security deposit with stock exchanges 55.8 25.8 iv) Advance tax

[net of provision for tax of ` 12,642.9 million (March 31, 2017 : ` 9,493.7)]

1,063.5 971.8

v) Deposit with related parties a) ICICI Lombard General Insurance Company Limited 0.1 0.1 vi) Security deposit with related parties a) ICICI Bank Limited 2.6 2.6 vii) Other loans and advances - - a) Prepaid expenses 14.4 1.9 b) Other security deposits 11.2 6.8 c) Others 12.9 14.0 Total 1,431.4 1,357.9

15. Other Non-Current AssetsOther non-current assets consist of the following:

(` million)As at

March 31, 2018As at

March 31, 2017Others:(a) Interest receivable 0.9 9.0 (b) Fixed deposits with banks* i) In India 24.8 794.1 ii) Outside India 8.5 8.4

33.3 802.5 Total 34.2 811.5

*Fixed deposits under lien with stock exchanges amounted to ` 19.5 million (March 31, 2017: ` 731.3 million) and kept as collateral security towards bank guarantees issued amounted to ` 11.1 million (March 31, 2017: ` 8.6 million) and kept as collateral security against bank overdraft facility amounted to ` Nil (March 31, 2017: ` 60.0 million) and others ` 2.7 million (March 31, 2017: ` 2.6 million)

16. Current InvestmentsCurrent investments consist of the following

(` million)


NAV per unit



Mutual funds (quoted):ICICI Mutual Fund Fixed Maturity Plan Nil (50,000) Nil/` 14.01 - 0.7 (units of ` 10/- each, fully paid) - 0.7 Current investments are valued at cost and market value whichever is lower.Aggregate carrying amount of quoted investments

- 0.7

Aggregate market value of quoted investments

- 0.7



17. Stock-In-TradeStock-in-trade consist of the following:

(` million)

Quantity (Face Value) As at


March 31, 2017 (a) Equity shares (quoted) (fully paid) IRB InvIT Fund-EQUITY 365,000 (Nil)/` 102 each 29.9 - Mahindra Lifespace Developers Limited 100(100)/(` 10 each) 0.0 0.0

29.9 0.0 (b) Non-convertible debentures (quoted)

(fully paid) 8.90% Indiabulls Housing Finance Ltd.

26 09 2021Nil(1,790)/` 1,000 each - 1.8

9.10 % Dewan Housing Finance Corp Limited

149,095 (150,095)/` 1,000 each

149.7 150.1

9.25 % Dewan Housing Finance 09/09/2023

Nil (33,683)/` 100 each - 33.5

10.75 %Dewan Housing Finance 23/08/2099

32 (50)/` 1,000,000 each - 50.3

RCL Market Linked Debentures Series B-190

Nil (375)/` 100,000 each - 53.7


Nil (150)/` 100,000 each - 21.5

8.75 % ERFL 22-03-2021 150,000(Nil)/` 1000 each 148.5 - 298.2 310.9

(c) Bonds (quoted) (fully paid) 8.85 % HDFC Bank 12-05-2099 4 (Nil)/` 1,000,000 each 4.0 - 8.75 % Axis Bank 28-06-2099 19 (Nil)/` 1,000,000 each 18.9 - 9.50 % Yes Bank 23-12-2099 25 (Nil)/` 1,000,000 each 25.6 -

48.5 - Total 376.6 310.9 1) Stock in trade are valued at cost or

market value whichever is lower.2) Aggregate carrying value of quoted

securities 376.6 310.9

3) Aggregate market value of quoted securities

379.3 314.4




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18. Trade ReceivablesTrade receivables consist of the following:

(` million)As at

March 31, 2018As at

March 31, 2017Secured(a) Receivables outstanding for a period exceeding six

months: i) Considered good - - ii) Considered doubtful - - (b) Others i) Considered good 2,599.2 6,519.3 ii) Considered doubtful - - Less: Allowances for doubtful debts - - Total (A) 2,599.2 6,519.3 Unsecured(a) Receivables outstanding for a period exceeding six

months: i) Considered good 3.4 7.8 ii) Considered doubtful 72.1 46.8 Less: Allowances for doubtful debts (72.1) (46.8)(b) Others i) Considered good 495.5 570.4 ii) Considered doubtful 48.6 7.8 Less: Allowances for doubtful debts (48.6) (7.8)Total (B) 498.9 578.2 Total (A) + (B) 3,098.1 7,097.5

Dues from directors and officers Nil (March 31, 2017:Nil)

19. Cash and Bank BalancesCash and bank balances consist of the following:

(` million)As at

March 31, 2018As at

March 31, 2017(i) Cash and cash equivalents Cash on hand* 0.0 0.0 Cheques on hand - 10.2 Balances with Banks (a) In current accounts with banks i) In India with scheduled banks 1,302.6 1,010.1 ii) Outside India 14.4 32.3 (b) Fixed Deposit with original maturity less than 3 months 250.0 -

1,567.0 1,052.6 (ii) Other bank balances Fixed deposits in India** 13,202.5 7,617.3

13,202.5 7,617.3 Total 14,769.5 8,669.9

*` 0.0 million indicates values are lower than ` 0.1 million, where applicable**Fixed deposits under lien with stock exchanges amounted to ` 11,739.6 million (March 31, 2017 : ` 6,936.5 million) and kept as collateral security towards bank guarantees issued amounted to ` 372.2 million (March 31, 2017 : ` 0.4 million) and kept as collateral security against bank overdraft facility amounted to ` 1,089.7 million (March 31, 2017 : ` 504.2 million) and others ` 1.0million (March 31, 2017 : ` 80.7 million)**Fixed deposits other than under lien having original maturity more than 3 months ` Nil (March 31, 2017 : ` 95.5 million)



20. Short Term Loans and AdvancesShort term loans and advances consist of the following:

(` million)As at

March 31, 2018As at

March 31, 2017Secured, considered goodi) Margin trade funding 5,560.0 - ii) ESOP Funding 226.9 49.6 Unsecured, considered goodi) Security deposit for leased premises and assets 14.1 22.9 ii) Other loans and advances a) Prepaid expenses 33.7 34.0 b) Advance to creditors 78.8 28.1 c) Other advances 398.4 189.2 Total 6,311.9 323.8

21. Other Current AssetsOther current assets consist of the following:

(` million)As at

March 31, 2018As at

March 31, 2017(a) Accrued income from services 366.0 438.5 (b) Accrued interest 463.4 286.0 (c) Others 559.8 9.3 Total 1,389.2 733.8

Others includes amounts due from ICICI Bank Ltd ` 545.9 million towards reimbursement of IPO expenses

22. Interest and Other Operating IncomeInterest and other operating income consist of the following:

(` million)For the


For the year ended

March 31, 2017(a) Interest on i) Fixed deposits and application money 805.8 602.8 ii) Funding and late payments 746.3 474.3 iii) Securities held as stock-in-trade 22.0 3.8 iv) Other advances and deposits 0.2 0.2 (b) Dividend income 3.0 0.2 (c) Other income 5.7 9.0 Total 1,583.0 1,090.3



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23. Profit/(Loss) on Sale of Securities (Net)Profit/(Loss) on sale of securities consist of the following:

(` million)For the


For the year ended

March 31, 2017(a) Profit/(loss) on securities held as stock in trade/current investments

(net) 215.6 213.9

(b) Profit/(loss) on sale of long term investments (net) 3.5 - Total 219.1 213.9

24. Employee Benefits ExpensesEmployee benefits expense consist of the following:

(` million)For the


For the year ended

March 31, 2017(a) Salaries, wages and bonus 4,796.9 4,240.4 (b) Contribution to gratuity/provident and other funds 280.0 268.2 (c) Staff welfare expenses 220.1 226.9 Total 5,297.0 4,735.5

25. Operating ExpensesOperating expenses consist of the following:

(` million)For the


For the year ended

March 31, 2017(a) Brokerage and commission 907.2 616.8 (b) Transaction charges 100.9 89.0 (c) Turnover fees and stamp duty 25.3 6.4 (d) Custodial and depository charges 471.7 378.2 (e) Call centre charges 123.2 125.6 (f) Franking charges1 93.9 91.0 (g) Scanning expenses 47.1 36.9 (h) Customer loss compensation 16.1 42.2 (i) Other operating expenses 32.7 27.3 (j) Bad and doubtful debts 78.8 34.5 Total 1,896.9 1,447.9 1Net of recoveries 55.5 39.4

26. Finance CostsFinance cost consist of the following:

(` million)For the


For the year ended

March 31, 2017(a) Interest expense 483.3 276.7 (b) Other borrowing cost 7.9 8.3 Total 491.2 285.0



27. Other ExpensesOther expenses consist of the following:

(` million)For the


For the year ended

March 31, 2017(a) Rent and amenities 665.5 720.3 (b) Insurance 3.8 3.3 (c) Travelling and conveyance expenses 208.6 214.3 (d) Business promotion expenses 124.3 180.5 (e) Repairs, maintenance, upkeep and others 412.8 384.1 (f) Rates and taxes 52.5 54.6 (g) Electricity expenses 63.2 98.6 (h) Communication expenses 181.7 145.9 (i) (Profit)/Loss on sale of fixed assets (net) 16.8 2.5 (j) Advertisement and publicity 86.2 85.1 (k) Printing and stationery 28.5 32.3 (l) Subscription and periodicals 83.5 75.7 (m) Professional fees 109.2 106.9 (n) Payments to non-executive directors 5.1 4.0 (o) Auditors' remuneration (refer note below)# 8.7 8.6 (p) Corporate Social Responsibility (CSR) expenses (refer note 38) 91.6 65.4 (q) Recruitment expenses 31.0 23.1 (r) Net gain or loss on foreign currency transaction and translation 19.3 0.4 (s) Royalty expenses 33.8 - (t) Donation - 0.6 Total 2,226.1 2,206.2 #Auditors’ remuneration:For statutory audit 5.3 5.3for taxation matters 0.6 0.7for other services (certification) 2.5 2.5for reimbursement of expenses 0.3 0.1Total 8.7 8.6

28. Earnings per equity shareThe computation of basic and diluted earnings per share is given below:-

(` million)For the


For the year ended

March 31, 2017Basic & Diluted earnings per shareNet profit after tax, before preference dividend (` in million) 5,533.6 3,376.1Net profit after tax and preference dividend (` in million) (A) 5,533.6 3,376.1Weighted average no. of equity shares outstanding (in million) (B) 322.1 322.1 Basic and diluted earnings per share (`) (A)/(B) 17.18 10.48Nominal value per share (`) 5.00 5.00

The shareholders of the Company have, at the Extraordinary General Meeting (EGM) held on December 4, 2017 accorded their consent to the consolidation of the authorised and issued equity share capital of the Company by increasing the nominal value of the equity share from ` 2/- (Rupees two only) each to ` 5/- (Rupees five only) each. The record date for the consolidation was December 8, 2017.



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Accounting Standard 20 on “Earnings per share”, requires an adjustment in the calculation of basic and diluted earnings per share for all the periods presented if the number of equity or potential equity shares outstanding change as a result of consolidation of shares. Pursuant to the shareholders’ consent to the consolidation of the equity shares at the EGM mentioned above, the weighted average numbers of shares and consequently the basic and diluted earnings per share have been accordingly adjusted in the financial statements for all the periods presented in accordance with Accounting Standard 20 on “Earnings per share”.

29. Related Party DisclosuresList of Related Parties:A. Related party where control exists irrespective whether transactions have occurred or not Holding Company: ICICI Bank Limited Subsidiary Companies: ICICI Securities Holding Inc.; ICICI Securities Inc.

B. Other related parties where transactions have occurred during the year Fellow Subsidiaries: ICICI Securities Primary Dealership Limited; ICICI Prudential Life Insurance Company Limited; ICICI Lombard

General Insurance Company Limited; ICICI Prudential Asset Management Company Limited; ICICI Home Finance Company Limited; ICICI Venture Funds Management Company Limited

C. Associate of Holding Company : ICICI Foundation for Inclusive Growth

D. Key Management Personnel a) Ms. Shilpa Kumar Managing Director & CEO (from November 1, 2016) b) Mr. Anup Bagchi Managing Director & CEO (till October 31, 2016) c) Mr. Ajay Saraf Executive Director

The following transactions were carried out with the related parties in the ordinary course of business.(` million)

Nature of Transaction Holding Company Subsidiary

Companies Fellow Subsidiary

Companies March 31,

2018March 31,

2017March 31,

2018March 31,

2017March 31,

2018March 31,

2017Income from services and brokerage (commission and fees)

257.5 399.6




ICICI Lombard General Insurance Company Limited

9.1 9.3

ICICI Prudential Asset Management Company Limited

183.6 76.7

ICICI Securities Inc 11.4 -

ICICI Venture Funds Management Company Limited

0.5 13.5

ICICI Investment Management Company Limited

ICICI Bank UK PLC

Interest income 86.9 216.7

Staff expenses 12.6 13.0

ICICI Securities Primary Dealership Limited (0.2) (0.0)

ICICI Prudential Life Insurance Company Limited 3.5* 2.4


92.1 83.0


(0.1) -

Operating expenses 633.1 526.2




(` million)



Companies March 31,

2018March 31,

2017March 31,

2018March 31,

2017March 31,

2018March 31,

2017Other expenses 211.1 154.9


3.6 3.2




Finance cost 6.2 7.7

Dividend paid 1,771.8 2,050.3

Purchase value of bond - -

ICICI Securities Primary Dealership Limited - 66.4

` 0.0 million indicates values are lower than ` 0.1 million, where applicable *Excludes an amount of ` 3.5 million (March 31, 2017 : ` Nil), received as premium by ICICI Prudential Life Insurance Company Limited from

customers of the Company under the Group Insurance Policy. The premium is paid by the customers directly to ICICI Prudential Life Insurance Company Limited.

(` million)



Companies March 31,

2018March 31,

2017March 31,

2018March 31,

2017March 31,

2018March 31,

2017Share capital 1,276.1 1,610.7

Payables 94.8 110.8


0.7 0.5




Fixed assets purchased - 1.2

ICICI Prudential Life Insurance Company Limited 1.7 -


1.0 -

Fixed assets sold - 3.8

InvestmentICICI Securities Holding Inc 122.7 122.7

[Net of Provision of ` 605.5 million (Previous year ` 605.5 million)]Fixed deposits 1,717.6 735.4


Bank balance 1,290.4 1,001.5

(Net of current liabilities of ` 0.0 million (Previous year ` 4.5)Deposit 2.6 2.6


0.1 0.1

Loans & advances (including prepaid expenses)

0.1 0.0


5.7 4.8





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(` million)



Companies March 31,

2018March 31,

2017March 31,

2018March 31,

2017March 31,

2018March 31,

2017Other current assets *545.9 -

Receivables - -



1.1 0.0


22.6 2.1



- 9.5

ICICI Securities Primary Dealership Limited 2.1 -



0.6 0.7



1.9 8.8



- 0.3

` 0.0 million indicates values are lower than ` 0.1 million, where applicable

The Company has contributed ` 86.8 million (Previous year ` 49.0 million) to the corpus of ICICI Foundation for Inclusive Growth as part of the CSR expenditure.

During the year ended March 31, 2018, the Company completed the Initial Public Offering (IPO) through an offer for sale of 66,925,305 equity shares of ` 5/- each at a price of ` 520/- per equity share, by ICICI Bank Limited, the Holding Company, aggregating upto ` 34,801.2 million. As the IPO was through an offer for sale, the Company did not receive any proceeds from the offer and the proceeds were paid to ICICI Bank Limited. Hence the same has not been disclosed under related party disclosure.

*The expenses incurred by the Company in relation to the proposed IPO amounting to ` 545.9 million during the year ended March 31, 2018 is reimbursable by ICICI Bank Ltd and it is forming part of other current assets.

Key Management Personnel The details of compensation paid for the year ended March 31, 2018 as below -

(` million)Key Management Personnel March 31, 2018 March 31, 2017Shilpa Kumar, MD & CEO (from November 1, 2016) 31.7 9.8Anup Bagchi, MD & CEO (till October 31, 2016) 8.5 40.5Ajay Saraf, Executive Director 28.4 28.4


During the year ended March 31, 2009, the Company had paid managerial remuneration which was in excess of the limits specified by the relevant provisions of the Companies Act, 1956. The Company had made an application to the appropriate regulatory authorities in this regard, for payment of such excess remuneration paid to managerial personnel. The limits specified by the Companies Act, 1956 would be ` 4.4 million.

The Company has received response in respect of Mr. A Murugappan from the Ministry of Corporate Affairs on April 21, 2011 and has sought clarifications on the same vide letter dated May 24, 2011 and letter dated February 8, 2012.

During the quarter ended March 31, 2018, the Company has recovered the amount which was due from Mr. A Murugappan in line with communication dated February 8, 2012. The Company has communicated the recovery to the Ministry of Company Affairs vide letter dated April 5, 2018



30. Employee benefitsa) Gratuity The following table summarizes the components of net expenses for gratuity benefits recognised in the

statement of profit and loss and the amounts recognised in the balance sheet.(` million)

For the year ended

March 31, 2018

For the year ended

March 31, 2017i) Reconciliation of defined benefit obligation (DBO) :

Change in Defined Benefit ObligationOpening defined benefit obligation 398.7 312.5 Service cost 50.8 39.8 Interest cost 27.7 24.5 Actuarial (gain)/loss 25.4 55.5 Past service cost 1.4 - Liabilities assumed on acquisition/(settled on divestiture) 13.0 (15.7)Benefits paid (48.7) (18.0)Closing defined benefit obligation 468.3 398.6 Change in Fair Value of AssetsOpening fair value of plan assets 40.5 38.5 Expected return on plan assets 0.9 1.3 Actuarial gain/(loss) 0.6 4.3 Contributions by employer - 30.0 Assets acquired on acquisition/(settled on divestiture) 13.0 (15.6)Benefits paid (48.7) (18.0)Closing fair value of plan assets 6.3 40.5

ii) Balance sheetNet asset/(liability) recognised in the balance sheet:Present value of the defined benefit obligations (468.3) (398.6)Fair value of plan assets at the end of the year 6.3 40.5 Unrecognised past service cost - - Net Liability (462.0) (358.1)Liability recognised in the balance sheet (462.0) (358.1)Current (79.3) (37.9)Non-current (382.7) (320.2)

iii) Statement of profit and lossExpenses recognised in the Statement of Profit and Loss:Current Service cost 50.8 39.8 Interest on defined benefit obligation 27.7 24.5 Expected return on plan assets (0.9) (1.3)Actuarial (gain)/loss 24.8 51.2 Past Service Cost 1.4 - Total included in ‘Employee benefits expense’ 103.8 114.2 Actual Return on Plan Assets 1.5 5.7

iv) Investment details of plan assetsInsurer Managed Funds 85.00% 97.00%Others 15.00% 3.00%

v) AssumptionsInterest rate (p.a.) 7.30% 6.75%Salary escalation rate (p.a.) 7.00% 7.00%Estimated rate of return on plan assets (p.a.) 8.00% 8.00%

The Company expects to contribute ̀ 20.0 million (March 31, 2017 : ` 20.0 million) to Gratuity Fund in 2018-2019.

The expected rate of return on plan assets is based on the expectation of the average long term of return expected on investments of the fund during the estimated term of the obligation.



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vi) The following table summarizes the experience adjustments

(` million)


March 31, 2018

March 31, 2017

March 31, 2016

March 31, 2015

March 31, 2014

Defined benefit obligation 468.3 398.7 312.5 240.8 182.5 Plan assets 6.3 40.5 38.5 60.3 55.7 Surplus/(deficit) (462.0) (358.1) (274.0) (180.5) (126.8)Experience adjustments on plan liabilities

34.5 34.9 24.8 24.1 21.0

Experience adjustments on plan assets 0.6 4.4 (4.9) 10.6 1.0 The estimates of future salary increases considered takes into account the inflation, seniority, promotion and other relevant factors.

b) Long Term Incentive Plan Liability for the scheme is determined based on actuarial valuation which has been carried out using the

projected accrued benefit method.

Assumptions

ParticularsFor the


For the year ended

March 31, 2017Discount rate 6.80% 6.50%Increase in Incentive amount 0.00% 0.00%

31. Earnings and expenditure in foreign currency (on accrual basis) The details regarding earnings and expenditure in foreign currency (on accrual basis) is given in the table below

(` million)

ParticularsFor the


For the year ended

March 31, 2017Earnings:Income from services 279.7 193.7Expenditure:Procurement and other expenses 464.9 363.1

32. Capital and other commitments Estimated amount of contracts remaining to be executed on capital account and not provided for is ` 17.3 million

(March 31, 2017 : ` 22.5 million).

33. Contingent liabilitiesThe following are details of contingent liabilities:a. Direct tax matters disputed by the Company are ` 1,046.3 million (March 31, 2017 : ` 1,420.3 million).b. Indirect tax matters disputed by the Company are ` 156.1 million (March 31, 2017 : ` 156.1 million).c. Customer complaints not acknowledged as debts are ` Nil (March 31, 2017 : ` 32.5 million).d. Underwriting commitments by the Company are Nil (March 31, 2017 : ` 1,475.1 million).

34. Micro, small and medium enterprises There are no micro, small and medium enterprises, to which the Company owes dues, as at March 31, 2018. This

information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.



35 Derivative Instruments The following are the details of derivative position:

Particulars

As atMarch 31, 2018

As atMarch 31, 2017

Quantity Nos

Market Value (` million)

Quantity Nos


Futures :Buy 75,000 761.4 51,000 469.1 Options :Call Buy - - 60,375 0.9 Call Sell (82,500) (2.8) (1,32,375) (2.7)Put Buy 75,000 11.1 1,01,625 4.9 Put Sell (1,05,000) (6.3) (1,97,775) (8.2)Interest rate futures (Buy) - - 3,00,000 31.2

36. Un-hedged foreign currency exposure The following is the details of un-hedged foreign currency exposure.

Particulars AmountReceivables US $ 0.6 million @ closing of 1 USD = ` 65.175 (Previous year US $ 0.1 million @ closing

rate of 1 USD = ` 64.85) and GBP 0.0 million @ 1 GBP = ` 91.0885 (Previous year GBP Nil)Payable US $ 1.5 million @ closing of 1 USD = ` 65.1750, ` 99.3 million (Previous year March 31,

2017:US $ 0.0 million @ closing of 1 USD = ` 64.85, ` 0.0 million), HK $ Nil (Previous year March 31, 2017:HK $ 0.0 million @ closing of 1 HK $ = ` 8.35, ` 0.0 million)

` 0.0 million indicates values are lower than ` 0.1 million,where applicable

37-A Lease The Company’s significant leasing arrangements are in respect of operating leases for premises which are

renewable on mutual consent at agreed terms. Certain agreements provide for cancellation by either party or certain agreements contains clause for escalation and renewal of agreements. The non-cancellable operating lease agreements are ranging for a period 36 to 60 months. There are sub-lease agreements which are renewable on mutual consent at agreed terms. The aggregate lease rentals payable are charged to the statement of profit and loss. The Company has also obtained office equipment and furniture and fixtures on operating lease. The lease period for these also range from 36 months to 60 months.

The following are the details of operating leases for the periods indicated. (` million)

ParticularsFor the


For the year ended

March 31, 2017A) Lease payments recognised in the Profit and Loss Account

during the year Lease payments recognised in the statement of profit and loss

during the period - Minimum lease payments 568.3 623.0 - Contingent rent Sub-lease payments received/receivable recognised in the

statement of profit and loss during the period31.2 25.0

B) Total Minimum Lease Payments under non cancellable operating leases for each of the following periods :

Minimum Lease Payments : - Not later than one year 139.6 125.2 - Later than one year but not later than five years 540.8 511.6 - Later than five years 136.8 263.0



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37-B Specified Bank Notes (SBN) held and transacted The details of Specified Bank Notes (SBN) held and transacted during the period November 8, 2016 to December

30, 2016 are as provided in the table below -(` million)

ParticularsSpecified Bank

NotesOther Denomination

NotesTotal

Closing cash in hand as on November 8, 2016 - - - Add : Permitted receipts - 0.0 0.0 Less : Permitted payments - - - Less : Amount deposited in Banks - (0.0) (0.0)Closing cash in hand as on December 30, 2016

- - -

The disclosures regarding details of specified bank notes held and transacted during November 8, 2016 to December 30, 2016 has not been made since the requirement does not pertain to financial year ended March 31, 2018. Corresponding amounts as appearing in the audited standalone financial statements for the period ended March 31, 2017 have been disclosed.

` 0.0 million indicates values are lower than ` 1 million, where applicable

38. Statement of corporate social responsibility expenditure

(` million)

ParticularsFor the


For the year ended

March 31, 2017a Gross amount required to be spent during the year 91.5 65.4b Amount spent during the year on (i) Construction/acquisition of any asset - - (ii) On purposes other than (i) above - in cash 91.6 65.4Out of the above, contribution made to related party is as belowICICI Foundation for Inclusive Growth 86.8 49.0

39. Segment reporting The Company is preparing consolidated financial statements and hence in accordance with Accounting Standard

17 – Segment Reporting, segment information is presented in the consolidated financial statements.

40. The Company has regrouped/reclassified previous year figures wherever necessary.


As per our report attached For and on behalf of Board of Directors


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Independent Auditor’s Report

To the Members ofICICI Securities Limited

Report on the audit of consolidated financial statementsWe have audited the accompanying Consolidated Financial Statements of ICICI Securities Limited (hereinafter referred to as the “Holding Company”) and its subsidiaries (the Holding Company and its subsidiaries together referred to as the “Group”), which comprise the Consolidated Balance Sheet as at 31 March 2018, the Consolidated Statement of Profit and Loss, the Consolidated Cash Flow Statement for the year then ended, including a summary of the significant accounting policies and other explanatory information (hereinafter referred to as the “Consolidated Financial Statements”).

Management’s responsibility for the consolidated financial statements The Holding Company’s Board of Directors is responsible for the preparation of these Consolidated Financial Statements in terms of the requirements of the Companies Act, 2013 (the “Act”) that give a true and fair view of the consolidated state of affairs, consolidated profit/loss and consolidated cash flows of the Group in accordance with the accounting principles generally accepted in India, including the Accounting Standards prescribed under section 133 of the Act. The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the Consolidated Financial Statements by the Directors of the Holding Company, as aforesaid.

In preparing the Consolidated Financial Statements, the respective Board of Directors of the companies included in the Group are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as

applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Auditor’s responsibilityOur responsibility is to express an opinion on these Consolidated Financial Statements based on our audit. While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit of the Consolidated Financial Statements in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Consolidated Financial Statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Consolidated Financial Statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Consolidated Financial Statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Holding Company’s preparation of the Consolidated Financial Statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Holding Company’s Board of Directors, as well as evaluating the overall presentation of the Consolidated Financial Statements.

We are also responsible to conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in the auditor’s report to the related disclosures in the Consolidated Financial Statements or, if such disclosures are inadequate, to modify the opinion. Our conclusions are based on the


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audit evidence obtained up to the date of the auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.

We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the Consolidated Financial Statements.

OpinionIn our opinion and to the best of our information and according to the explanations given to us, the aforesaid Consolidated Financial Statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group as at 31 March 2018, and their consolidated profit and their consolidated cash flows for the year ended on that date.

Other matterThe comparative financial information of the Group for the year ended 31 March 2017 prepared in accordance with Accounting Standards as included in these Consolidated Financial Statements have been audited by the predecessor auditor who had audited the Consolidated Financial Statements for the year ended 31 March 2017. The report of the predecessor auditor on the comparative financial information dated 20 April 2017 expressed an unmodified opinion. Our opinion is not modified in respect of this matter.

Report on other legal and regulatory requirementsAs required by section 143 (3) of the Act, based on our audit, we report, to the extent applicable, that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid Consolidated Financial Statements;

(b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid Consolidated Financial Statements have been kept so far as it appears from our examination of those books;

(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the Consolidated Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the Consolidated Financial Statements;

(d) In our opinion, the aforesaid Consolidated Financial Statements comply with the Accounting Standards prescribed under Section 133 of the Act;

(e) On the basis of written representations received from the directors of the Holding Company as on 31 March 2018 taken on record by the Board of Directors of the Holding Company, none of the directors of the Holding Company are disqualified as on 31 March 2018 from being appointed as a director in terms of Section 164 (2) of the Act. Since the subsidiaries are not incorporated in India, the provisions of Section 164(2) of the Act are not applicable and hence not commented upon;

(f) With respect to the adequacy of the internal financial controls with reference to the Consolidated Financial Statements of the Holding Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”; and

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. the Consolidated Financial Statements disclose the impact of pending litigations on the consolidated financial position of the Group – Refer Note 34 to the Consolidated Financial Statements;

ii. the Group did not have any material foreseeable losses on long-term contracts including derivative contracts during the year ended 31 March 2018.; and

iii. there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Holding Company during the year ended 31 March 2018. Since the subsidiaries are incorporated outside India, the provisions of the Act relating to Investor Education and Protection Fund are not applicable and hence not commented upon; and

iv. The disclosures in the Consolidated Financial Statements regarding holdings as well as dealings in specified bank notes during the period from 8 November 2016 to 30 December 2016 have not been made since they do not pertain to the financial year ended 31 March 2018. However, amounts as appearing in the audited Consolidated Financial Statements for the year ended 31 March 2017 have been disclosed.




Annexure - A to the Independent Auditor’s Report of even date on the consolidated financial statements of ICICI Securities Limited

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (the “Act”)In conjunction with our audit of the Consolidated Financial Statements of ICICI Securities Limited (the “Holding Company”) as of and for the year ended 31 March 2018, we have audited the internal financial controls over financial reporting of the Holding Company, as of that date.

Management’s responsibility for internal financial controlsThe Board of Directors of the Holding Company is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Holding Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India (the “ICAI”). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Holding Company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information, as required under the Act.

Auditor’s responsibilityOur responsibility is to express an opinion on the Holding Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note issued by the ICAI and the Standards on Auditing, issued by the ICAI and deemed to be prescribed under section 143(10) of the Act to the extent applicable to an audit of internal financial controls, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involved performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining

an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Holding Company’s internal financial controls system over financial reporting.

Meaning of internal financial controls over financial reportingA company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent limitations of internal financial controls over financial reportingBecause of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


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OpinionIn our opinion, the Holding Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2018, considering the essential components of internal control stated in the Guidance Note issued by the ICAI.




Consolidated Balance Sheet as at March 31, 2018



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(` million)

NotesAs at

March 31, 2018As at

March 31, 2017I EQUITY AND LIABILITIES 1 Shareholders' funds

(a) Share capital 3 1,610.7 1,610.7 (b) Reserves and surplus 4 6,731.1 3,285.1

8,341.8 4,895.8 2 Non-current liabilities

(a) Other long term liabilities 5 1,007.6 826.5 (b) Long term provisions 6 427.7 338.1

1,435.3 1,164.6 3 Current liabilities (a) Short term borrowings 7 6,725.1 3,954.1 (b) Trade payables 8 i) total outstanding dues of micro enterprises

and small enterprises - -

ii) total outstanding dues of creditors other than micro enterprises and small enterprises

10,077.2 8,699.3

(c) Other current liabilities 9 2,115.3 1,709.6 (d) Short term provisions 10 107.0 51.0

19,024.6 14,414.0 28,801.7 20,474.4

II ASSETS1 Non-current assets (a) Fixed assets 11 (i) Property, plant and equipment 297.0 241.9 (ii) Intangible assets 85.4 104.4 (iii) Capital work-in-progress 15.1 0.5 (iv) Intangible assets under development 23.8 27.9

421.3 374.7 (b) Non-current investments 12 18.9 20.5 (c) Deferred tax assets 13 736.4 577.8 (d) Long term loans and advances 14 1,435.4 1,361.8 (e) Other non-current assets 15 34.2 811.5

2,646.2 3,146.3 2 Current assets (a) Current investments 16 - 0.7 (b) Stock-in-trade 17 376.6 310.9 (c) Trade receivables 18 3,101.0 7,100.5 (d) Cash and bank balances 19 14,973.2 8,823.6 (e) Short term loans and advances 20 6,315.6 358.7 (f) Other current assets 21 1,389.1 733.7

26,155.5 17,328.1 28,801.7 20,474.4

III Significant Accounting Policies 2


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Consolidated Statement of Profit and Loss for the year ended March 31, 2018

(` million)

NotesFor the


For the year ended

March 31, 2017 1 Revenue from operations

(a) Brokerage income 10,243.0 7,755.9 (b) Income from services 6,548.3 4,981.9 (c) Interest and other operating income 22 1,582.9 1,090.6 (d) Profit/(loss) on sale of securities (net) 23 219.1 213.9 Total Revenue from operations 18,593.3 14,042.3

2 Other income - - 3 Total Revenue (1 + 2) 18,593.3 14,042.3 4 Expenses:

(a) Employee benefits expenses 24 5,453.2 4,846.6 (b) Operating expenses 25 1,683.3 1,287.5 (c) Finance costs 26 494.9 289.4 (d) Depreciation and amortisation expense 11 153.0 154.8 (e) Other expenses 27 2,260.2 2,243.6 Total expenses 10,044.6 8,821.9

5 Profit before tax (3- 4) 8,548.7 5,220.4 6 Tax expense:

(a) Current tax 3,130.0 1,903.7 (b) Deferred tax (158.6) (69.2)Total tax expense 2,971.4 1,834.5

7 Profit after tax (5-6) 5,577.3 3,385.9 8 Earnings per equity share:

Basic and diluted (in `) 28 17.31 10.51 (Face value ` 5/- per share)

9 Significant Accounting Policies 2


Consolidated Cash Flow Statement for the year ended March 31, 2018

(` million)For the


For the year ended

March 31, 2017

A Cash flow from operating activities

Profit before tax 8,548.7 5,220.4

Add/(Less) : Adjustments

- (Profit)/loss on sale of fixed assets 16.8 2.5

- (Profit)/loss on sale of long term investment (net) (3.6) -

- Depreciation 153.0 154.8

- Interest expense 483.3 276.7

- Foreign currency translation reserve 1.3 (4.0)

- Provision for diminution in value of non current investment - 6.7

Operating profit before working capital changes 9,199.5 5,657.1

Adjustments for changes in working capital

a) (Increase)/ decrease in current assets (8,263.6) (4,872.2)

b) (Increase)/ decrease in other non-current assets 777.3 (541.4)

c) (Increase)/ decrease in long term loans and advances 17.4 13.5

d) Increase/ (decrease) in non-current liabilities 270.7 269.5

e) Increase/ (decrease) in trade payables 1,377.9 2,773.9

f) Increase/ (decrease) in other current liabilities 497.3 329.8

g) Increase/ (decrease) in short term provisions 56.0 9.1

(5,267.0) (2,017.8)

Cash generated from operations 3,932.5 3,639.3

Payment of taxes (net) (3,221.0) (1,986.1)

Net cash (used in)/generated from operating activities (A) 711.5 1,653.2

B Cash flow from investment activities

- Purchase of investments (1.2) (15.7)

- Proceeds from sale/maturity of investments 7.1 -

- Purchase of fixed assets (223.9) (159.4)

- Proceeds from sale of fixed assets 7.4 5.5

Net cash (used in)/generated from investment activities (B) (210.6) (169.6)


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Consolidated Cash Flow Statement for the year ended March 31, 2018 (contd.)

(` million)For the


For the year ended

March 31, 2017

C Cash flow from financing activities

- Increase/ (decrease) in short term borrowings (net) 2,753.5 2,228.1

- Interest paid on borrowings (465.9) (279.3)

- Dividends paid (2,132.5) (2,467.7)

- Dividend distribution tax paid (91.6) (22.5)

Net cash (used in)/generated from financing activities (C) 63.5 (541.4)

Net change in cash and cash equivalents (A)+(B)+(C) 564.4 942.2

Cash and cash equivalents at the beginning of the year 1,206.3 264.1

Cash and cash equivalents at the end of the year 1,770.7 1,206.3

Components of cash and cash equivalents

Cash 0.0 -

Cheques on hand - 10.2

In current account with banks

- In India with scheduled banks 1,302.5 1,010.1

- Outside India 218.2 186.0

Fixed deposit with maturity less than 3 months 250.0 -

Total cash and cash equivalents (Note 19) 1,770.7 1,206.3

Cash and cash equivalents at the end of the year excludes: - Fixed deposits under lien `13,235.8 million (March 31, 2017 ` 8,324.3 million) and - Fixed deposits having original maturity more than 3 months ` Nil (March 31, 2017 `95.5 million).

Note : The above cash flow statement has been prepared under the Indirect method as set out in Accounting Standard - 3 on cash flow statements.

`0.0 million indicates values are lower than ` 0.1 million, where applicable


1 OverviewBasis of preparation

The Company has prepared these consolidated financial statements to comply in all material respects with accounting standard notified under section 133 of the Companies Act 2013.

The Company consolidates entities in which it holds, directly or indirectly, more than 50% of the voting rights or where it exercises control. The Company does not consolidate entities where the control is intended to be temporary. All significant intercompany accounts and transactions are eliminated on consolidation.

The consolidated financial statements include results of ICICI Securities Limited and its subsidiaries ICICI Securities Holdings Inc. and ICICI Securities Inc incorporated in USA. The financial statements of the subsidiaries have been consolidated considering the operations as non integral foreign operations. The consolidated financial statements have been prepared on an accrual basis and under the historical cost convention. The accounting policies applied by the Group are consistent with those used in the previous year.

All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle and other criteria set out in the Schedule III to the Companies Act, 2013. Based on the nature of the services and the time between the provision of services and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current and non-current classification of assets and liabilities.

2 Significant accounting policiesa) Use of estimates The preparation of the consolidated financial

statements in conformity with generally accepted accounting principles in India, requires management to make judgments, estimates and assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) as of the date of the consolidated financial statements and the reported income, expenses and results during the reporting year. The estimates used in the preparation of the consolidated financial statements are based on management’s best knowledge of current events and actions, uncertainty about these assumptions and estimates could result in the outcomes

requiring a material adjustment to the carrying amounts of assets or liabilities in future periods.

b) Revenue recognitioni) Brokerage income in relation to stock broking

activity is recognised on a trade date basis.


iii) Commission income in relation to public issues/ other securities is recognised based on mobilisation and intimation received from clients/intermediaries.



vi) Revenue from dividend is recognised when the right to receive the dividend is established.

vii) Training fee income from financial educational programs is recognised on an accrual basis.

c) Investments Investments are classified into long term

investments and current investments. Investments which are intended to be held for more than one year are classified as long term investments and investments which are intended to be held for less than one year are classified as current investments. Long term investments are accounted at cost and any decline in the carrying value other than temporary in nature is provided for in the statement of profit and loss. Current investments are valued at cost arrived at on first in first out (‘FIFO’) basis and fair value, determined on an individual investment basis, whichever is lower.


d) Stock-in-trade Securities acquired with the intention to trade

are classified as stock- in- trade. The securities

Notes to consolidated financial statements for the year ended March 31, 2018


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held as stock- in- trade are carried at cost arrived at on first in first out (‘FIFO’) basis and fair value, determined on an individual investment basis, whichever is lower. The profit or loss on sale of securities is recognised on a trade date basis in the Statement of Profit and Loss.

e) Fixed assets(i) Property, Plant and Equipment (PPE)/

Depreciation PPE are carried at cost less accumulated

depreciation. Cost comprises purchase price, borrowing cost if capitalisation criteria are met, directly attributable cost of bringing the asset to its working condition for the intended use.

Losses arising from the retirement of, and gains or losses arising from disposal of property, plant and equipment are recognised in the statement of profit and loss.

Depreciation on PPE is calculated on a straight-line basis using the rates arrived at based on the useful lives estimated by management/ limits specified in schedule II of the Companies Act, 2013. The Group has used the following rates to provide depreciation on the PPE.

AssetHolding

Company Useful life


Tangible AssetsOffice equipment’s comprising air conditioners, photo-copying machines, etc.

5 years 3 years

Computers 3 years 3 yearsServers & Network

6 years -

Furniture and fixtures

6.67 years 7 years

Motor vehicles 5 years -

Leasehold improvements are depreciated over the lease period subject to a maximum of 9 years.

Depreciation is provided on a straight-line basis from the date the asset is ready for its intended use or put to use whichever is

earlier. In respect of assets sold, depreciation is provided up to the date of disposal.

Management has estimated, the useful lives of the following classes of assets, which is lower than that indicated in Schedule II of the Companies Act, 2013. This is based on the consistent practices followed, past experience and is supported by technical advice.



The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at the end of each financial year and adjusted prospectively.

(ii) Intangible Assets /Amortisation Intangible assets acquired separately are

measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less accumulated amortisation. Intangible assets are amortised on a straight line basis over their estimated useful lives. The amortisation period and the amortisation method are reviewed at least at each financial year end. If the expected useful life of the asset is significantly different from previous estimates, the amortisation period is changed accordingly.

Gains or losses arising from the retirement or disposal of an intangible asset are determined as the difference between the net disposal proceeds and the carrying amount of the asset and recognised as income or expense in the statement of profit and loss.

The amortisation rates used are:Intangible asset

Holding Company Useful life


Computer software

4 years 3 years

CMA Membership rights*

5 years -

*CMA-Capital Market Authority of Oman

Notes to consolidated financial statements for the year ended March 31, 2018 (contd.)


f) Foreign exchange transactions Foreign currency income and expenditure items

of domestic operations are translated at the exchange rates prevailing on the date of the transaction. Monetary foreign currency assets and liabilities of domestic foreign operations are translated at closing exchange rates at the balance sheet date and the resulting gains/losses are included in the statement of profit and loss in the year in which they arise.


g) Employee BenefitsProvident fund

Retirement benefit in the form of provident fund is a defined contribution scheme. The Group is statutorily required to contribute a specified portion of the basic salary of an employee to a provident fund as a part of retirement benefits to its employees. The contributions during the period/year are charged to the statement of profit and loss. The Group recognises contribution payable to the provident fund scheme as an expenditure when an employee renders the related service.

With respect to Oman Branch, for Omani national employees, the Group makes contributions to the Omani Public Authority for Social Insurance Scheme calculated as a percentage of the employees’ salaries. The Group’s obligations are limited to these contributions, which are expensed when incurred.

Gratuity The Group pays gratuity, a defined benefit

plan to its employees who retire or resign after completion of minimum period of five years of continuous service and in the case of employees at overseas locations as per rules in force in the respective countries. The Group makes contributions to the ICICI Securities Employees

Gratuity Fund which is managed by ICICI Prudential Life Insurance Company Limited for the settlement of gratuity liability.

The Group accounts for the gratuity liability as per an actuarial valuation by an actuary appointed by the Group. In accordance with the gratuity fund’s rules, actuarial valuation of gratuity liability is calculated based on certain assumptions regarding rate of interest, staff mortality and staff attrition as per the projected unit credit method made at the end of each reporting period. Actuarial gains and losses for defined benefit plans are recognised in full in the period which they occur in the statement of profit and loss.

With respect to Oman Branch, the Group provides end of service benefits to its expatriate employees. The entitlement to these benefits is based upon the employees’ final salary and length of service, subject to the completion of a minimum service period. The expected costs of these benefits are accrued over the period of employment.

Compensated absence The employees can carry forward a portion of the

unutilised accrued compensated absences and utilize it in future service periods or receive cash compensation on termination of employment. Since the compensated absences do not fall due wholly within twelve months after the end of the period in which the employees render the related service and are also not expected to be utilised wholly within twelve months after the end of such period, the benefit is classified as long-term employee benefit. The Group records an obligation for such compensated absences in the period in which the employee renders the services that increase the entitlement. The obligation expected to fall beyond 12 months is measured on the basis of independent actuarial valuation using the projected unit credit method.

Long term incentives The Group has a long term incentive plan which

is paid in three annual tranches. The Group accounts for the liability as per an actuarial valuation. The actuarial valuation of the long term incentives liability is calculated based on certain assumptions regarding rate of interest



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and staff attrition as per the projected unit credit method made at the end of each reporting period. The actuarial losses/gains are recognised in the statement of profit and loss in the period in which they arise.

h) Income taxes Income tax expense is the aggregate amount of

current tax and deferred tax borne by the Group. Current tax expense and deferred tax expense is determined in accordance with the provisions of the Income Tax Act, 1961 and tax laws prevailing in the respective tax jurisdictions where the Group operates. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date.

Deferred tax assets and liabilities are recognised on a prudent basis for the future tax consequences of timing differences arising between the carrying values of assets and liabilities and their respective tax basis. The impact of changes in the deferred tax assets and liabilities is recognised in the statement of profit and loss.

Deferred tax assets are recognised and reassessed at each reporting date, based upon management’s judgment as to whether their realisation is considered as reasonably certain. The Group writes-down the carrying amount of deferred tax asset to the extent that it is no longer reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which deferred tax asset can be realised. Any such write-down is reversed to the extent that it becomes reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available. Deferred tax assets are recognised in case there are carry forward of unabsorbed depreciation, tax losses and carry forward capital losses, to extent there is virtual certainty supported by convincing evidence that sufficient future taxable income will be available against which such deferred tax assets can be realised.

In accordance with the recommendations contained in the Guidance note on accounting for credit available in respect of Minimum Alternative Tax (“MAT”) issued by the Institute of Chartered Accountants of India, MAT credit is recognised as an asset to the extent there

is convincing evidence that the Group will pay normal income tax during the specified period in future. MAT credit is recognised as an asset by way of a credit to the statement of profit and loss and shown as MAT credit entitlement in the year in which MAT credit becomes eligible to be recognised as an asset. The Group reviews the “MAT credit entitlement” asset at each reporting date and writes down the asset to the extent the Group does not have convincing evidence that it will pay normal tax during the specified period.

i) Impairment of assets Property, plant and equipments are reviewed

at the reporting date, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net discounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment is recognised by debiting to the statement of profit and loss and is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the statement of profit and loss.

j) Provisions Provision is recognised when an enterprise has a

present obligation 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.



k) 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 Group 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 the notes to the financial statements. Contingent assets are neither recognised nor disclosed.

l) Earnings per share (“EPS”) 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.


m) Lease Leases where the lessor effectively retains

substantially all the risks and benefits of ownership of the leased term are classified as operating leases. Operating lease payments are recognised as an expense in the statement of profit and loss on a straight-line basis over the lease term.

n) Cash and cash equivalents Cash and cash equivalents include cash in

hand, balances with the banks and short term investments with an original maturity of three months or less.

o) Borrowing Cost Borrowing costs are interest and other costs

incurred by the Group in connection with the

borrowing of funds. Borrowing costs directly attributable to acquisition or construction of those tangible fixed assets which necessarily take a substantial period of time to get ready for their intended use are capitalised. Other borrowing costs are recognised as an expense in the year in which they are incurred.

The difference between the discounted amount mobilised and redemption value of commercial papers is apportioned on time basis over the life of the instrument and charged as interest expense in the statement of profit and loss.

p) Segment reporting Revenue and identifiable operating expenses in

relation to segments are categorised based on items that are individually identifiable in that segment. Certain revenue and expenses, which form component of total revenue and expenses, are not identifiable to specific segments as the underlying resources are used interchangeably, same has been allocated on reasonable basis to respective segment. Revenue and expenses, which relate to the Group as a whole and are not allocable to segments on a reasonable basis, have been included under “Unallocated expenses/income”. Assets and liabilities in relation to segments are categorised based on items that are individually identifiable in that segment. Certain assets and liabilities, which form component of total assets and liabilities, are not identifiable to specific segments as the underlying resources are used interchangeably. Assets and liabilities, which relate to the Group as a whole and are not allocable to segments on a reasonable basis, have been included under “Unallocated assets/Liabilities”.

q) Derivative Instruments The Group enters into exchange traded derivative

products i.e. equity/index futures and options, for proprietary trading purposes. The derivative contracts are recognised on a trade date basis and stated at the fair value, being the last quoted closing price on the National Stock Exchange of India Limited (‘NSE’) (in case not traded on NSE, last quoted closing price on BSE Limited is considered) on the balance sheet date. Changes in the fair value of the derivative contracts are recognised in the statement of profit and loss.



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3. Share Capital (` million)



Authorised:400,000,000 equity shares of ` 5/- each (March 31, 2017 : 1000,000,000 equity shares of ` 2/- each)

2,000.0 2,000.0

5,000,000 preference shares of ` 100/- each (March 31, 2017 : 5,000,000 of ` 100/- each)

500.0 500.0

2,500.0 2,500.0 Issued, subscribed and fully paid-up shares:322,141,400 equity shares of ` 5/- each fully paid (March 31, 2017: 805,353,500 equity shares of ` 2/- each fully paid)

1,610.7 1,610.7

Total 1,610.7 1,610.7

a Reconciliation of the shares at the beginning and at the end of the yearEquity shares



Nos (` million) Nos (` million)At the beginning of the year 80,53,53,500 1,610.7 80,53,53,500 1,610.7 Issued during the year - Bonus issue - - - - Issued during the year - ESOP - - - - Consolidation of shares - Nos (refer note below)*

(48,32,12,100) - - -

Outstanding at the end of the year 32,21,41,400 1,610.7 80,53,53,500 1,610.7 *The shareholders of the Company have, at the Extraordinary General Meeting (EGM) held on December 4, 2017 accorded their consent to the consolidation of the authorised and issued equity share capital of the Company by increasing the nominal value of the equity share from ` 2/- (Rupees two only) each to ` 5/- (Rupees five only) each. The record date for the consolidation was December 8, 2017. Accordingly, the revised authorised equity share capital of the Company now stands at 400,000,000 equity shares of ` 5/- each and issued, subscribed and paid up equity share capital 322,141,400 equity shares of ` 5/- each.

During the quarter ended March 31, 2018, the Company completed the Initial Public Offering (IPO) through an Offer for Sale of 66,925,305 equity shares of ̀ 5/- each at a price of ̀ 520 per equity share by ICICI Bank Limited, the Holding Company, aggregating upto ̀ 34,801.2 million. The equity shares of the company were listed on the National Stock Exchange of India Limited and BSE Limited on April 4, 2018.

b Terms/rights attached to equity shares The Company has only one class of equity shares having par value of ̀ 5/- per share with effect from December

4, 2017. Till December 3, 2017, the Company had only one class of equity shares having par value of ` 2/ per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

During the year, the Company had declared and paid interim dividend of ` 5.50 per share amounting to ` 2,132.5 million. Further the Board of Directors at their meeting held on April 14, 2018 proposed a final dividend of ` 3.90 per share, subject to the approval of the members at the ensuing Annual General Meeting. In terms of revised Accounting Standard (AS) 4 ‘Contingencies and Events occurring after the Balance Sheet date’ as notified by Ministry of Corporate Affairs through amendments to Companies Accounting Standard (Amendment) Rules, 2016, dated March 30, 2016, the Company has not accounted for proposed dividend as a liability as at March 31, 2018. If approved the total liability arising to the Company would be ` 1,514.6 million including dividend distribution tax., (Previous year ` Nil).




c Pattern of Shareholding Details of shares held by shareholders holding more than 5% of the aggregate shares of the Company:

ShareholderAs at

March 31, 2018As at

March 31, 2017Nos % of Holding Nos % of Holding

ICICI Bank Limited & its nominees 25,52,16,095 79.22% 80,53,53,500 100%Total 25,52,16,095 79.22% 80,53,53,500 100%

d Aggregate number of bonus share issued, shares issued for consideration other than cash and shares bought back the period for five years immediately preceding the reporting date:

Particulars 2018 2017 2016 2015 2014

No of Shares Equity shares bought back by the company - - - - -

4. Reserves and SurplusReserves and surplus consist of the following:

(` million)As at

March 31, 2018As at

March 31, 2017(a) Securities premium account Opening balance 244.0 244.0 Add : Additions during the year (net) - - Closing balance 244.0 244.0 (b) Foreign currency translation reserve Opening balance 66.1 70.1 Add : Additions during the year 1.2 (4.0) Closing balance 67.3 66.1 (c) General reserve Opening balance 666.8 666.8 Add : Additions during the year - - Closing balance 666.8 666.8 (d) Surplus i.e. balance in statement of profit and loss Opening balance 2,308.2 1,390.0 Add: profit for the year 5,577.3 3,385.9

7,885.5 4,775.9 Less: Appropriations Interim dividend on equity shares 1,771.8 2,050.3 Dividend distribution tax on equity dividend 360.7 417.4 Closing balance 5,753.0 2,308.2 Total 6,731.1 3,285.1



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5. Other Long Term LiabilitiesOther long term liabilities consist of the following:

(` million)As at

March 31, 2018As at

March 31, 2017Other liabilities 1,007.6 826.5 Total 1,007.6 826.5 Other liabilities include -a) Long term incentive payable to the employees 764.0 635.3 b) Others 243.6 191.2

6. Long Term ProvisionsLong-term provisions consist of the following:

(` million)As at

March 31, 2018As at

March 31, 2017Provision for employee benefits(a) Provision for gratuity (Refer Note 30) 382.7 320.3 (b) Provision for compensated absence 45.0 17.8 Total 427.7 338.1

7. Short Term BorrowingsShort Term Borrowings consist of the following:

(` million)As at

March 31, 2018As at

March 31, 2017(a) Secured loans Bank overdraft - - (Secured against first charge on all receivables, book debts, cash

flows, and proceeds arising therefrom and a lien on fixed deposits including but not limited to the Company’s cash in hand both present and future)

(b) Unsecured loans Commercial paper 6,725.1 3,954.1 (repayable within one year)Total 6,725.1 3,954.1



8. Trade PayablesTrade payables consist of the following:

(` million)As at

March 31, 2018As at

March 31, 2017(a) Total outstanding dues of i) total outstanding dues of micro enterprises and small

enterprises - -

ii) total outstanding dues of creditors other than Micro enterprises and small enterprises

10,077.2 8,699.3

Total 10,077.2 8,699.3

9. Other Current LiabilitiesOther current liabilities consist of the following:

(` million)As at

March 31, 2018As at

March 31, 2017(a) Income received in advance 15.0 37.6 (b) Others 1) Statutory liabilities 656.6 312.9 2) Employee related liabilities 1,370.0 1,276.7 3) Other liabilities 73.7 82.4

2,100.3 1,672.0 Total 2,115.3 1,709.6

10. Short Term ProvisionsShort term provision consist of the following:

(` million)As at

March 31, 2018As at

March 31, 2017Provision for employees benefits

i) Provision for gratuity (Refer Note 30) 84.1 41.1 ii) Provision for compensated absence 22.9 9.9 Total 107.0 51.0



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11. F

ixed A

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Fixe

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(` m

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Inta

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Com

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rsFurn

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12. Non-Current InvestmentsNon-current investments consist of the following

(` million)


Nos Face value

per unit As at


March 31, 2017 Trade InvestmentsIn equity instruments (valued at cost) (fully paid)(a) BSE Limited (quoted) 11,414

(11,414) ` 2/(` 2) 0.0 0.0

(b) Receivable Exchange of India Limited (unquoted)

1,500,000 (1,500,000)

` 10/(` 10) 15.0 15.0

(c) Universal Trustees Private Limited (unquoted)

3,00,000 (180,000)

` 10/(` 10) 10.6 9.4

(d) Parabolic Drugs Limited (quoted) Nil (794,000) Nil (` 10) - 45.5 25.6 69.9

Less : Provision for impairment (6.7) (49.4)Total 18.9 20.5 1) Aggregate carrying amount of quoted

investments 0.0 2.8

2) Aggregate market value of quoted investments

8.6 17.9

3) Aggregate carrying amount of unquoted investments

18.9 17.7

4) Aggregate amount of diminution in the value of investments

6.7 49.4


13. Deferred Tax AssetsThe break-up of deferred tax assets is given below:

(` million)As at

March 31, 2018As at

March 31, 2017Deferred tax asset in respect ofi) Provision for doubtful debts 45.0 22.1 ii) Provision for gratuity 161.5 125.1 iii) Provision for compensated absence 23.5 9.6 iv) Provision for lease rent escalation 76.3 65.3 v) Depreciation and amortisation 58.6 44.1 vi) Provision for investments 0.8 5.7 vii) Revenue recognition 8.1 - vii) Provision for foreign currency translation reserve 0.2 - vii) Provision for long term incentive and statutory bonus 362.1 305.7 viii) Marked to market loss 0.3 0.2 Total 736.4 577.8



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14. Long Term Loans and AdvancesLong term loans and advances consist of the following:

(` million)As at

March 31, 2018As at

March 31, 2017Unsecured, considered good (unless stated otherwise)i) Capital advances 0.1 - ii) Security deposit for leased premises and assets 271.4 334.9 iii) Security deposit with stock exchanges 60.7 30.4 iv) Advance tax (net provision for tax of ` 12,644.4 million

(March 31, 2017 ` 9,494.8 million) 1,062.0 971.0

v) Deposit with related parties a) ICICI Lombard General Insurance Co. Limited 0.1 0.1 vi) Security deposit with related parties a) ICICI Bank Limited 2.6 2.6 vii) Other loans and advances a) Prepaid expenses 14.4 1.9 b) Other security deposit 11.2 6.8 c) Others 12.9 14.1 Total 1,435.4 1,361.8

15. Other Non-Current AssetsOther non-current assets consist of the following:

(` million)As at

March 31, 2018As at

March 31, 2017Others:(a) Interest receivable 0.9 9.0 (b) Fixed deposits with banks* i) In India 24.8 794.1 ii) Outside India 8.5 8.4

33.3 802.5 Total 34.2 811.5

*Fixed deposits under lien with stock exchanges amounted to ̀ 19.5 million (March 31, 2017 : ̀ 731.3 million) and kept as collateral security towards bank guarantees issued amounted to ` 11.1 million (March 31, 2017 : ` 8.6 million) and kept as collateral security against bank overdraft facility amounted to ` Nil. (March 31, 2017 : ` 60.0 million) others ` 2.7 million (March 31, 2017 : ` 2.6 million)

16. Current InvestmentsCurrent investments consist of the following

(` million)


NAV per unit



Mutual funds (quoted):ICICI Mutual Fund Fixed Maturity Plan Nil (50,000) Nil/` 14.01 - 0.7 (units of ` 10/- each, fully paid) - 0.7 Current investments are valued at cost or market value whichever is lower.Aggregate carrying amount of quoted investments

- 0.7

Aggregate market value of quoted investments

- 0.7



17. Stock-In-TradeStock-in-trade consist of the following:

(` million)

Quantity (Face Value) As at


March 31, 2017 (a) Equity shares (Quoted)(fully paid) IRB InvIT Fund-EQUITY 365,000 (Nil)/` 102 each 29.9 - Mahindra Lifespace Developers Ltd. 100 (100) /(` 10 each) 0.0 0.0

29.9 0.0 (b) Non-convertible debentures (quoted)

(fully paid) 8.90% Indiabulls Housing Finance Ltd.

26 09 2021Nil (1,790)/` 1,000 each - 1.8

9.10 % Dewan Housing Finance Corp Limited

149,095 (150,095)/` 1,000 each

149.7 150.1

9.25 % Dewan Housing Finance 09/09/2023

Nil (33,683)/` 100 each - 33.5

10.75 %Dewan Housing Finance 23/08/2099

32 (50)/` 1,000,000 each - 50.3


Nil (375)/` 100,000 each - 53.7


Nil (150)/` 100,000 each - 21.5

8.75 % ERFL 22-03-2021 150,000 (Nil)/` 1000 each 148.5 - 298.2 310.9

(c) Bond (quoted)(fully paid) 8.85 % HDFC Bank 12-05-2099 4 (Nil)/` 1,000,000 each 4.0 - 8.75 % Axis Bank 28-06-2099 19 (Nil)/` 1,000,000 each 18.9 - 9.50 % Yes Bank 23-12-2099 25 (Nil)/` 1,000,000 each 25.6 -

48.5 - Total 376.6 310.9 1) Stock in trade are valued at cost or

market value whichever is lower.2) Aggregate carrying value of quoted

securities 376.6 310.9

3) Aggregate market value of quoted securities

379.3 314.4

4) ̀ 0.0 million indicates values are lower than ` 0.1 million where applicable

18. Trade ReceivablesTrade receivables consist of the following:

(` million)As at

March 31, 2018As at

March 31, 2017Secured(a) Receivables outstanding for a period exceeding six months: (1) Considered good - - (2) Considered doubtful - - (b) Others (1) Considered good 2,599.2 6,519.3 (2) Considered doubtful Less: Allowances for doubtful debt - - Total (A) 2,599.2 6,519.3



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(` million)As at

March 31, 2018As at

March 31, 2017Unsecured(a) Receivables outstanding for a period exceeding six months: (1) Considered good 3.3 7.8 (2) Considered doubtful 72.1 46.8 Less: Allowances for doubtful debts (72.1) (46.8)

3.3 7.8 (b) Others (1) Considered good 498.5 573.4 (2) Considered doubtful 48.6 7.8 Less: Allowances for doubtful debts (48.6) (7.8)

498.5 573.4 Total (B) 501.8 581.2 Total (A + B) 3,101.0 7,100.5

Dues from directors and officers Nil (March 31, 2017:Nil)

19. Cash and Bank BalancesCash and bank balances consist of the following:

(` million)As at

March 31, 2018As at

March 31, 2017(i) Cash and cash equivalents Cash on hand* 0.0 - Cheques on hand - 10.2 Balances with Banks (a) In current accounts with banks i) In India 1,302.5 1,010.1 ii) Outside India 218.2 186.0 (b) Fixed Deposit with original maturity less than 3 months 250.0 -

1,770.7 1,206.3 (ii) Other bank balances Fixed deposits in India* 13,202.5 7,617.3 Total 14,973.2 8,823.6

*` 0.0 million indicates values are lower than ` 0.1 million, where applicable ** Fixed deposits under lien with stock exchanges amounted to ` 11,739.6 million (March 31, 2017 : ` 6,936.5 million) and kept as collateral security towards bank guarantees issued amounted to ` 372.2 million (March 31, 2017 : ` 0.4 million) and kept as collateral security against bank overdraft facility amounted ` 1,089.7 million (March 31, 2017 : ` 504.2 million) others ` 1.0 million (March 31, 2017 : ` 80.7 million)** Fixed deposits other than under lien having original maturity more than 3 months ` Nil (March 31, 2017 : ` 95.5 million)

20. Short Term Loans and AdvancesShort term loans and advances consist of the following:

(` million)As at

March 31, 2018As at

March 31, 2017(a) Secured, considered good i) Margin trade funding 5,560.0 - ii) ESOP Funding 226.9 49.6 (b) Unsecured, considered good i) Security deposit for leased premises and assets 14.4 55.7 ii) Other loans & advances a) Prepaid expenses 35.2 35.5 b) Advance to creditors 80.7 28.7 c) Other advances 398.4 189.2 Total 6,315.6 358.7



21. Other Current AssetsOther current assets consist of the following:

(` million)As at

March 31, 2018As at

March 31, 2017(a) Accrued income from services 365.9 438.4 (b) Accrued interest 463.4 286.0 (c) Others* 559.8 9.3 Total 1,389.1 733.7

*Others includes amounts due from ICICI Bank Ltd ` 545.9 million towards reimbursement of IPO expenses

22. Interest and Other Operating IncomeInterest and other operating income consist of the following:

(` million)For the


For the year ended

March 31, 2017(a) Interest on i) Fixed deposits and application money 805.8 602.8 ii) Funding and late payments 746.3 474.3 iii) Securities held as stock-in-trade 22.0 3.8 iv) Other advances and deposits 0.2 0.2 (b) Dividend income 3.0 0.1 (c) Other income 5.6 9.4 Total 1,582.9 1,090.6

23. Profit/(Loss) on Sale of Securities (Net)Profit/(Loss) on sale of securities consist of the following:

(` million)For the


For the year ended

March 31, 2017(a) Profit/(loss) on securities held as stock in trade/current investments

(net) 215.5 213.9

(b) Profit/(loss) on sale of long term investments (net) 3.6 - Total 219.1 213.9

24. Employee Benefits ExpensesEmployee benefits expense consist of the following:

(` million)For the


For the year ended

March 31, 2017(a) Salaries, wages and bonus 4,948.3 4,344.1 (b) Contribution to gratuity/provident and other funds 280.0 268.2 (c) Staff welfare expenses 224.9 234.3 Total 5,453.2 4,846.6



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25. Operating ExpensesOperating expenses consist of the following:

(` million)For the


For the year ended

March 31, 2017(a) Brokerage and commission 692.5 455.2 (b) Transaction charges 100.9 89.0 (c) Turnover fees and stamp duty 25.3 6.4 (d) Custodial and depository charges 471.7 378.2 (e) Call centre charges 123.2 125.6 (f) Franking charges1 93.9 91.0 (g) Scanning expenses 47.1 36.9 (h) Customer loss compensation 16.1 42.2 (i) Bad and doubtful debts 78.7 34.6 (j) Other operating expenses 33.9 28.4 Total 1,683.3 1,287.5 1Net of recoveries 55.5 39.4

26. Finance CostsFinance cost consist of the following:

(` million)For the


For the year ended

March 31, 2017(a) Interest expense 483.3 276.7 (b) Other borrowing cost 11.6 12.7 Total 494.9 289.4

27. Other ExpensesOther expenses consist of the following:

(` million)For the


For the year ended

March 31, 2017(a) Rent and amenities 671.1 723.6 (b) Insurance 4.1 3.5 (c) Travelling and conveyance expenses 215.3 223.2 (d) Business promotion 124.3 179.7 (e) Repairs, maintenance, upkeep and others 414.5 387.3 (f) Rates and taxes 53.5 54.8 (g) Electricity expenses 63.2 98.6 (h) Communication expenses 183.6 147.7 (i) (Profit)/loss on sale of fixed asset (net) 16.8 2.5 (j) Advertisement and publicity 86.3 85.2 (k) Printing and stationery 29.0 32.7 (l) Subscription and periodicals 88.9 80.9 (m) Professional fees 116.7 114.3 (n) Payment to non-executive directors 5.1 4.0



(` million)For the


For the year ended

March 31, 2017(o) Auditors' remuneration 13.6 12.6 (p) Corporate social responsibility expenses 91.6 65.4 (q) Recruitment expense 31.1 23.1 (r) Net gain or loss on foreign currency transaction and translation 17.6 3.9 (s) Royalty expenses 33.9 - (t) Donation - 0.6 Total 2,260.2 2,243.6

28. Earnings per equity shareThe computation of basic and diluted earnings per share is given below:-

(` million)For the


For the year ended

March 31, 2017Basic & Diluted earnings per shareNet profit after tax, before preference dividend (` million) 5,577.3 3,385.9 Net profit after tax and preference dividend (` million) 5,577.3 3,385.9 Weighted average no. of equity shares outstanding (in million) 322.1 322.1 Basic & diluted earnings per share (`) 17.31 10.51 Nominal value per share (`) 5.00 5.00

The shareholders of the Company have, at the Extraordinary General Meeting (EGM) held on December 4, 2017 accorded their consent to the consolidation of the authorised and issued equity share capital of the Company by increasing the nominal value of the equity share from ` 2/- (Rupees two only) each to ` 5/- (Rupees five only) each. The record date for the consolidation was December 8, 2017.

Accounting Standard 20 on “Earnings per share”, requires an adjustment in the calculation of basic and diluted earnings per share for all the periods presented if the number of equity or potential equity shares outstanding change as a result of consolidation of shares. Pursuant to the shareholders’ consent to the consolidation of the equity shares at the EGM mentioned above, the weighted average numbers of shares and consequently the basic and diluted earnings per share have been accordingly adjusted in the financial statements for all the periods presented in accordance with Accounting Standard 20 on “Earnings per share”.

29. Related Party DisclosuresList of Related Parties:A. Related party where control exists irrespective whether transactions have occurred or not Holding Company: ICICI Bank Limited

B. Other related parties where transactions have occurred during the year Fellow Subsidiaries: ICICI Home Finance Company Limited, ICICI Lombard General Insurance Company Limited, ICICI Prudential

Asset Management Company Limited, ICICI Prudential Life Insurance Company Limited, ICICI Securities Primary Dealership Limited, ICICI Venture Funds Management Company Limited, ICICI Prudential Trust Limited

C. Associate of Holding Company : ICICI Foundation for Inclusive Growth

D. Key Management Personnel a) Ms. Shilpa Kumar Managing Director & CEO (from November 1, 2016) b) Mr. Anup Bagchi Managing Director & CEO (till October 31, 2016) c) Mr. Ajay Saraf Executive Director



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The following transactions were carried out with the related parties in the ordinary course of business.(` million)

Nature of Transaction Holding Company Fellow Subsidiary

Companies March 31,

2018March 31,

2017March 31,

2018March 31,

2017Income from services and brokerage (commission and fees)

257.5 399.6

ICICI Home Finance Company Limited 1.9 28.7 ICICI Prudential Life Insurance Company Limited 513.2 733.3 ICICI Securities Primary Dealership Limited 3.5 1.2 ICICI Lombard General Insurance Company Limited 9.1 9.3 ICICI Prudential Asset Management Company Limited 183.6 76.7 ICICI Venture Funds Management Company Limited 0.5 13.5 Interest income 86.9 216.7 Staff expenses 12.6 13.0 ICICI Securities Primary Dealership Limited (0.2) (0.0)ICICI Prudential Life Insurance Company Limited 3.5* 2.4 ICICI Lombard General Insurance Company Limited 92.1 83.0 ICICI Prudential Asset Management Company Limited (0.1) - Operating expenses 633.1 526.2 Other expenses 211.1 154.9 ICICI Lombard General Insurance Company Limited 3.6 3.2 ICICI Securities Primary Dealership Limited 1.0 1.2 ICICI Prudential Life Insurance Company Limited 1.8 2.9 Finance cost 9.5 11.4 Dividend paid 1,771.8 2,050.3 Purchase value of bond - - ICICI Securities Primary Dealership Limited - 66.4

` 0.0 million indicates values are lower than ` 0.1 million, where applicable (*) Excludes an amount of ` 3.5 million (March 31, 2017 : ` Nil), received as premium by ICICI Prudential Life Insurance Company Limited from

customers of the Group under the Group Insurance Policy. The premium is paid by the customers directly to ICICI Prudential Life Insurance Company Limited.

(` million)


Companies March 31,

2018March 31,

2017March 31,

2018March 31,

2017Share capital 1,276.1 1,610.7 Payables 94.8 110.8 ICICI Lombard General Insurance Company Limited 0.7 0.5 ICICI Prudential Life Insurance Company Limited 0.1 0.6 ICICI Securities Primary Dealership Limited 0.2 0.5 Fixed assets purchased - 1.2 ICICI Prudential Life Insurance Company Limited 1.7 - ICICI Prudential Asset Management Company Limited 1.0 - Fixed assets sold - 3.8 Fixed deposits 1,717.6 735.4 Accrued interest Income 59.1 42.9 Bank balance 1,290.4 1,001.5 Net of current liabilities ` 4.5 million (previous year ` Nil)Deposit 2.6 2.6 ICICI Lombard General Insurance Company Limited 0.1 0.1



(` million)


Companies March 31,

2018March 31,

2017March 31,

2018March 31,

2017Stock in tradeLoans & advances (including prepaid expenses) 0.1 - ICICI Lombard General Insurance Company Limited 5.7 4.8 ICICI Prudential Life Insurance Company Limited 2.5 2.1 ICICI Securities Primary Dealership Limited 0.1 0.1 Other current assets *545.9 - - - Receivables - - ICICI Prudential Life Insurance Company Limited 17.7 0.3 ICICI Lombard General Insurance Company Limited 1.1 - ICICI Prudential Asset Management Company Limited 22.6 2.1 ICICI Home Finance Company Limited 0.2 3.9 ICICI Securities Primary Dealership Limited 2.1 - ICICI Venture Funds Management Company Limited - 9.5 Accrued income 8.6 10.7 ICICI Lombard General Insurance Company Limited 0.6 0.7 ICICI Prudential Life Insurance Company Limited 33.7 118.2 ICICI Prudential Asset Management Company Limited 1.9 8.8 ICICI Home Finance Company Limited 0.1 3.2 ICICI Venture Funds Management Company Limited - 0.3


The Group has contributed ` 86.8 million (Previous Year ` 49.0 million) to the corpus of ICICI Foundation for Inclusive Growth as part of the CSR expenditure.

During the year ended March 31, 2018, the Company completed the Initial Public Offering (IPO) through an offer for sale of 66,925,305 equity shares of ` 5 each at a price of ` 520 per equity share, by ICICI Bank Limited, the Holding Company, aggregating upto ` 34,801.2 million. As the IPO was through an offer for sale, the Company did not receive any proceeds from the offer and the proceeds were paid to ICICI Bank Limited. Hence the same has not been disclosed under related party disclosure.

*The expenses incurred by the Company in relation to the proposed IPO amounting to ` 545.9 million during the year ended March 31, 2018 is reimbursable by ICICI Bank Ltd and it is forming part of other current assets.

Key Management Personnel The details of compensation paid for the year ended March 31, 2018 as below -

(` million)

Key Management PersonnelFor the


For the year ended

March 31, 20171) Shilpa Kumar, MD & CEO (From November 1, 2016) 31.7 9.8 2) Ajay Saraf, Executive Director 28.4 40.53) Anup Bagchi, MD & CEO (Till October 31, 2016) 8.5 28.4


During the year ended March, 2009, the Company had paid managerial remuneration which was in excess of the limits specified by the relevant provisions of the Companies Act, 1956. The Company had made an application to the appropriate regulatory authorities in this regard, for payment of such excess remuneration paid to managerial personnel. The limits specified by the Companies Act, 1956 would be ` 4.4 million.

The Company has received response in respect of Mr. A Murugappan from the Ministry of Corporate Affairs on April 21, 2011 and has sought clarifications on the same vide letter dated May 24, 2011 and letter dated February 8, 2012. During the quarter ended March 31, 2018, the company recovered the amount which was due from Mr. A Murugappan in line with communication dated Feb 8, 2012. The Company has communicated the recovery to the Ministry of Company Affairs vide letter dated April 5,2018.



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30. Employee benefitsa) Gratuity The following table summarizes the components of net expenses for gratuity benefits recognised in the

statement of profit and loss and the amounts recognised in the balance sheet.(` million)

For the year ended

March 31, 2018

For the year ended

March 31, 2017i) Reconciliation of defined benefit obligation (DBO) :

Change in Defined Benefit ObligationOpening defined benefit obligation 398.7 312.5 Service cost 50.8 39.8 Interest cost 27.7 24.5 Actuarial (gain)/loss 25.4 55.5 Past service cost 1.4 - Liabilities assumed on acquisition/(settled on divestiture) 13.0 (15.7)Benefits paid (48.7) (18.0)Closing defined benefit obligation 468.3 398.6 Change in Fair Value of AssetsOpening fair value of plan assets 40.5 38.5 Expected return on plan assets 0.9 1.3 Actuarial gain/(loss) 0.6 4.3 Contributions by employer - 30.0 Assets acquired on acquisition/(settled on divestiture) 13.0 (15.6)Benefits paid (48.7) (18.0)Closing fair value of plan assets 6.3 40.5

ii) Balance sheetNet asset/(liability) recognised in the balance sheet:Present value of the defined benefit obligations (468.3) (398.6)Fair value of plan assets at the end of the year 6.3 40.5 Unrecognised past service cost - Net Liability (462.0) (358.1)Liability recognised in the balance sheet (462.0) (358.1)Current (79.3) (37.9)Non-current (382.7) (320.2)

iii) Statement of profit and lossExpenses recognised in the Statement of Profit and Loss:Current Service cost 50.8 39.8 Interest on defined benefit obligation 27.7 24.5 Expected return on plan assets (0.9) (1.3)Actuarial (gain)/loss 24.8 51.2 Past service cost 1.4 - Total included in ‘Employee benefits expense’ 103.8 114.2 Actual Return on Plan Assets 1.5 5.7

iv) Investment details of plan assetsInsurer Managed Funds 85.00% 97.00% Others 15.00% 3.00%



(` million)For the


For the year ended

March 31, 2017v) Assumptions

Interest rate (p.a.) 7.30% 6.75%Salary escalation rate (p.a.) 7.00% 7.00%Estimated rate of return on plan assets (p.a.) 8.00% 8.00%

The Group expects to contribute ` 20.0 million (March 31, 2017 : ` 20.0 million) to Gratuity Fund in 2018 - 2019

The expected rate of return on plan assets is based on the expectation of the average long term return expected on investments of the fund during the estimated term of the obligation.

vi) The following table summarizes the experience adjustments (` million)


March 31, 2018

March 31, 2017

March 31, 2016

March 31, 2015

March 31, 2014

Defined benefit obligation 468.3 398.6 312.5 240.8 182.5 Plan assets 6.3 40.5 38.5 60.3 55.7 Surplus/(deficit) (462.0) (358.1) (274.0) (180.5) (126.8)Experience adjustments on plan liabilities

34.5 34.9 24.8 24.1 21.0

Experience adjustments on plan assets 0.6 4.4 (4.9) 10.6 1.0 The estimates of future salary increases considered takes into account the inflation, seniority, promotion and other relevant factors.

b) Long Term Incentive Plan Liability for the scheme is determined based on actuarial valuation which has been carried out using the

projected accrued benefit method.

Assumptions

ParticularsFor the


For the year ended

March 31, 2017Discount rate 6.80% 6.50%Increase in Incentive amount 0.00% 0.00%

31. Derivative instrumentsThe following are the details of derivative position:

ParticularsAs at March 31, 2018 As at March 31, 2017

Quantity Market Value (` million) Quantity


Futures :Buy 75,000 761.4 51,000 469.1 SellOptions :Call Buy 60,375 0.9 Call Sell (82,500) (2.8) (1,32,375) (2.7)Put Buy 75,000 11.1 1,01,625 4.9 Put Sell (1,05,000) (6.3) (1,97,775) (8.2)Interest Rate Futures (Buy) 3,00,000 31.2



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32-A Lease The Group’s significant leasing arrangements are in respect of operating leases for premises which are renewable on

mutual consent at agreed terms. Certain agreements provide for cancellation by either party or certain agreements contains clause for escalation and renewal of agreements. The non-cancellable operating lease agreements are ranging for a period 36 to 60 months. There are sub-lease agreements which are renewable on mutual consent at agreed terms. The aggregate lease rentals payable are charged to the statement of profit and loss. The Group has also obtained office equipment and furniture and fixtures on operating lease. The lease period for these also range from 36 months to 60 months.

The following are the details of operating leases for the periods indicated. (` million)

ParticularsFor the


For the year ended

March 31, 2017A) Lease payments recognised in the Profit and Loss Account

during the year - Minimum lease payments 573.9 626.3 - Contingent rent Sub-lease payments received/receivable recognised in the

statement of profit and loss during the period31.2 25.0

B) Total Minimum Lease Payments under non cancellable operating leases for each of the following periods :

Minimum Lease Payments : - Not later than one year 139.6 125.2 - Later than one year but not later than five years 540.8 511.6 - Later than five years 136.8 263.0

32-B Specified Bank Notes (SBN) held and transacted The details of Specified Bank Notes (SBN) held and transacted during the period November 8, 2016 to December

30, 2016 are as provided in the table below -(` million)

Particulars Specified Bank Notes

Other Denomination Notes Total

Closing cash in hand as on November 8, 2016 - - - Add : Permitted receipts - 0.0 0.0 Less : Permitted payments - - - Less : Amount deposited in Banks - (0.0) (0.0)Closing cash in hand as on December 30, 2016

- - -

The disclosures regarding details of specified bank notes held and transacted during November 8, 2016 to December 30, 2016 has not been made since the requirement does not pertain to financial year ended March, 31 2018. Corresponding amounts as appearing in the audited consolidated financial statements for the period ended March 31, 2017 have been disclosed.

(` 0.0 million indicates values are lower than ` 1 million.)

33. Capital and other commitments Estimated amount of contracts remaining to be executed on capital account and not provided for is ` 17.3 million

(March 31, 2017 : ` 22.5 million).



34. Contingent liabilitiesThe following are details of contingent liabilities:a. Direct tax matters disputed by the Company are ` 1,046.3 million (March 31, 2017 : ` 1,420.3 million).b. Indirect tax matters disputed by the Company are ` 156.1 million (March 31, 2017 : ` 156.1 million).c. Underwriting commitment by the Group are Nil (March 31, 2017 ` 1,475.1 million).d. Customer complaints not acknowledged as debts ` Nil (March 31, 2017 ` 32.5 million).

35. Segment reporting The Company is presenting consolidated financial statements and hence in accordance with Accounting Standard

17 – Segment Reporting, segment information is disclosed in the consolidated financial statements.

The Company’s business is organised into three segments as mentioned below. Segments have been identified and reported taking into account the nature of services, the differing risks and returns and internal financials reporting. Segment revenues, results, assets and liabilities have been accounted for on the basis of their relationship to the operating activities of the segment and amounts allocated on a reasonable basis. The Company generally accounts for Inter-segment transfers based on the revenue sharing arrangement agreed between the segments.

Business Segment Principle activities Investment & trading Income from treasury, investment incomeBroking & commission Broking and other related activities including distribution of third party products like

Mutual Fund, Life Insurance, etc. and sales credit for referred business and interest earned on our funds used in brokerage business;

Advisory services Financial advisory services such as equity-debt issue management services, merger and acquisition advice and other related activities

Following are the disclosures for the three identified segments(` million)

Particulars

Investment & trading

Broking & commission

Advisory services Unallocated Total

For the year

ended March

31, 2018

For the year

ended March

31, 2017

For the year

ended March

31, 2018

For the year

ended March

31, 2017

For the year

ended March

31, 2018

For the year

ended March

31, 2017

For the year

ended March

31, 2018

For the year

ended March

31, 2017

For the year

ended March

31, 2018

For the year

ended March

31, 20171 Segment

Revenue 288.7 277.2 16,874.8 12,570.3 1,429.8 1,194.8 - - 18,593.3 14,042.3

2 Segment Results

120.4 135.4 7,754.8 4,723.6 673.5 361.4 - - 8,548.7 5,220.4

3 Income Tax expenses (net of deferred tax credit)

- - - - - - 2,971.4 1,834.5 2,971.4 1,834.5

4 Net profit (2) - (3)

5,577.3 3,385.9

5 Segment Assets 1,397.1 1,272.0 25,400.4 17,576.7 205.7 77.1 1,798.5 1,548.6 28,801.7 20,474.4

6 Segment Liabilities

491.7 385.9 19,319.9 14,593.3 648.4 508.0 91.4 20,460.0 15,578.6

7 Cost of Acquisition of segment assets

3.8 0.4 207.4 148.3 1.8 6.3 - - 213.1 155.0

8 Depreciation 0.4 0.4 146.8 148.1 5.8 6.3 - - 153.1 154.8



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36. Subsidiary proportion in Assets and Statement of Profit and Loss The Company is presenting consolidated financial statements and hence in accordance with Schedule III of

Companies Act 2013 – subsidiaries proportion information is disclosed in the consolidated financial statements.

(` million)

Name of the Entity Type Residential

Status

Net Assets (Value)

As (%) of consolidated Net

Assets

Share in Statement of

Profit and Loss

As (%) of consolidated Statement of

Profit and Loss

As at March

31, 2018

As at March

31, 2017

As at March

31, 2018

As at March

31, 2017

For the year

ended March

31, 2018

For the year

ended March

31, 2017

For the year

ended March

31, 2018

For the year

ended March

31, 2017

1 ICICI Securities Ltd.

Parent Indian 8,128.4 4,727.9 97% 96% 5,757.2 3,537.2 103% 104%

2 ICICI Securities Holding Inc.

Subsidiary Foreign 32.7 32.5 1% 1% (0.4) (0.1) 0% 0%

3 ICICI Securities Inc.

Step-down Subsidiary

Foreign 180.7 135.4 2% 3% (179.6) (151.2) -3% -4%

Total 8,341.8 4,895.8 100% 100% 5,577.3 3,385.9 100% 100%

37. The Company has regrouped/reclassified previous year figures wherever necessary.


As per our report attached For and on behalf of Board of Directors


DIN - 00043617 DIN - 06559989 DIN - 02404667



ICICI Securities LimitedAnnual Report 2018-19

p/114

Independent Auditors’ Report

To the Members of ICICI Securities Limited

RepoRt on the AudIt of the StAndAlone fInAncIAl StAtementS

opinion

We have audited the standalone financial statements of ICICI Securities Limited (“the Company”), which comprise the standalone balance sheet as at 31 March 2019, and the standalone statement of profit and loss (including other comprehensive income), standalone statement of changes in equity and standalone statement of cash flows for the year then ended, and notes to the standalone financial statements, including a summary of the significant accounting policies and other explanatory information (together referred as ‘standalone financial statements’).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (“Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2019, and profit and other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matter how the matter was addressed in our audittransition to Ind AS: changes in accounting policies, changes to internal controls framework and Additional disclosures associated with transition Effective 1 April 2018, the Company adopted the Indian Accounting Standards ("Ind AS”) notified by the Ministry of Corporate Affairs with transition date of 1 April 2017.

The following are the impact areas for the Company upon transition:

- Classification and measurement of financial assets and financial liabilities; and

- Additional disclosures

Transition adjustments are complex accounting requirements and require determination of new accounting policies, including transition option election and practical expedients.

The changes in accounting framework translates into significant changes in standard operating procedures in respect of impacted areas, risk and control framework including internal controls over financial reporting, and application of higher degree of management judgement. We identified transition adjustments as a Key audit matter because of significant degree of management judgment and application on the areas noted above.

Our audit procedures included:

design / controls

• Assessing the design, implementation and operatingeffectiveness of key internal controls over management’s evaluation of transition date choices and exemptions availed in line with the principles under Ind AS 101 - First-time Adoption of Indian Accounting Standards and preparation of disclosures;

Substantive tests

• Evaluated management’s transition date choices andexemptions for compliance / acceptability under Ind AS 101;

• Evaluate the appropriateness of the accounting policiesbased on the requirements of the new standards;

• Assessedtheaccuracyofthecomputations;and

• Performedprocedurestocheckappropriatepresentationofdisclosures.

Assessed areas of significant estimates and management judgement in line with principles under Ind AS.

Corporate OverviewStatutory ReportsFinancial Statements

p/115

Key audit matter how the matter was addressed in our auditInformation technologyIt systems and controls

The Company’s key financial accounting and reporting processes are highly dependent on the automated controls implemented in the Information Technology (IT) systems, such that there exists a risk that gaps in the IT control environment could result in the financial accounting and reporting records, being materially misstated.

The Company uses SAp system as the General Ledger for overall financial reporting which is interfaced with other systems that process transactions, which impacts significant accounts.

We have identified ‘IT systems and control’ as Key audit matter, since for the primary business segment (broking and commission income), the Company relies on automated processes and controls for recording of income.

We focused on General IT controls i.e. access management, change management, program development and computer operations control and IT application controls i.e. controls on relevant system based reconciliation, system generated reports and system/application processing over key financial accounting, reporting systems and control systems.

Our audit procedures to assess the effectiveness of IT system included the following:

• Performed walkthroughs to evaluate the design andimplementation of key automated controls. Involved our IT specialist to test the effectiveness of identified IT automated controls and IT systems. IT specialist tested relevant key controls operating over IT in relation to financial accounting and reporting systems, including general controls i.e. system access and system change management, program development and computer operations.

• ITspecialiststesteddesignandoperatingeffectivenessofkey controls over user access management which includes granting access right, new user creation, removal of user rights and other preventive controls.

• For a selected group of key controls over financial andreporting system, IT specialists independently performed procedures to determine that these controls remained unchanged during the year or were changed following the standard change management process.

• Other areas that were independently assessed includedpassword policies, security configurations, system generated reports and system interface controls.

• Evaluating the design, implementation and operatingeffectiveness of identified significant accounts related IT automated controls which are relevant for accuracy of system calculation, and consistency of data transmission.

other Information

The Company’s management and Board of Directors are responsible for the other information. The other information comprises the information included in the Company’s annual report, but does not include the financial statements and our auditors’ report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

management's Responsibility for the Standalone financial Statements

The Company’s management and Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs, profit/loss and other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the


p/116

accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management and Board of Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Board of Directors is also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identifyandassesstherisksofmaterialmisstatementof the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtainanunderstandingofinternalcontrolrelevantto the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference

to financial statements in place and the operating effectiveness of such controls.

• Evaluatetheappropriatenessofaccountingpoliciesused and the reasonableness of accounting estimates and related disclosures made by management.

• Concludeontheappropriatenessofmanagement’suse of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure andcontent of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.


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other matter

The comparative financial information of the Company for the year ended 31 March 2017 and the transition date opening balance sheet as at 1 April 2017 included in these standalone financial statements, are based on the previously issued statutory financial statements prepared in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the Companies (Accounting Standards) Amendment Rules, 2016 audited by the predecessor auditor whose report for the year ended 31 March 2017 dated 20 April 2017, expressed an unmodified opinion on those standalone financial statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have been audited by us.

Our opinion is not modified in respect of this matter.

Report on other legal and Regulatory Requirements

1. As required by the Companies (Auditors’ Report) Order, 2016 (“the Order”) issued by the Central Government in terms of section 143 (11) of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

(A) As required by Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c) The standalone balance sheet, the standalone statement of profit and loss (including other comprehensive income), the standalone statement of changes in equity and the standalone statement of cash flows dealt with by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under section 133 of the Act.

e) On the basis of the written representations received from the directors as on 31 March 2019 taken on record by the Board of Directors,

none of the directors is disqualified as on 31 March 2019 from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.

(B) With respect to the other matters to be included in the Auditors’ Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations as at 31 March 2019 on its financial position in its standalone financial statements - Refer Note 34 to the standalone financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material forseeable losses;

iii. There were no amounts which were required to be transferred, to the Investor Education and protection Fund by the Company;

iv. The disclosures in the standalone financial statements regarding holdings as well as dealings in specified bank notes during the period from 8 November 2016 to 30 December 2016 have not been made in these financial statements since they do not pertain to the financial year ended 31 March 2019.

(C) With respect to the matter to be included in the Auditors’ Report under section 197(16):

In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) which are required to be commented upon by us.

For B S R & co. llp Chartered Accountants

Firm's Registration No. 101248 W/W-100022

milind Ranadeplace: Mumbai partnerDate: 23 April 2019 Membership No: 100564


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The Annexure referred to in the Independent Auditor’s Report to the members of ICICI Securities Limited (the “Company”) on the standalone financial statements for the year ended 31 March 2019, we report that:

i. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets by which all the fixed assets are verified at the end of the financial year. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) The Company does not have any immovable properties. Accordingly, para 3(i) (c) of the Order is not applicable to the Company.

ii. The Company does not hold any securities in physical form. The securities for trade held in dematerialized form are verified with the statement of holding received by management from the custodian at regular intervals. No material discrepancies were noticed on such verification.

iii. The Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability partnerships or other parties covered in the register maintained under section 189 of the Act. Accordingly, para 3(iii) of the Order is not applicable.

iv. In our opinion and according to the information and explanations given to us, the Company has not granted any loans, made investments or provided guarantees and securities under Section 185 and 186 of the Act. Accordingly, para 3(iv) of the Order is not applicable.

v. According to the information and explanation given to us, the Company has not accepted any deposits from the public to which directives issued by Reserve Bank of India and the provisions of Section 73 to Section 76 or any other relevant provisions of the Act and the rules framed thereunder apply. Accordingly, para 3(v) of the Order is not applicable.

vi. The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for any services rendered by the Company. Accordingly, paragraph 3(vi) of the Order is not applicable.

vii. (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted / accrued in the books of account in respect of undisputed statutory dues including provident fund, employees’ state insurance, income tax, service tax, value added tax, goods and service tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. To the best of our knowledge and belief, the Company was not required to deposit or pay any dues in respect of duty of sales tax, customs and duty of excise during the year ended 31 March 2019. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees’ state insurance, income tax, service tax, value added tax, goods and service tax, cess and other material statutory dues were in arrears as at 31 March 2019 for a period of more than six months from the date they became payable.

Annexure “A” to the Independent Auditor’s Report of even date on the standalone financial statements of IcIcI Securities limited

(b) According to the information and explanations given to us, the following dues outstanding of income tax, service tax and value added tax have not been deposited by the Company on account of disputes:

name of the statute

nature of dues Amount (in `million)

period to which the amount relates

forum where dispute is pending



465.7 Financial Year (“FY”) 2010-2011 to FY 2012-2013 & FY 2014-15

Commissioner of Income Tax (Appeals)



279.8 FY 2005-2006 Income Tax Appellate Tribunal



167.9 FY 2000-2001 to FY 2009-2010

Commissioner of Income Tax


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name of the statute

nature of dues Amount (in `million)

period to which the amount relates

forum where dispute is pending


Income tax (excluding interest but including penalty)

51.6 FY 2007-2008 Commissioner of Income Tax (Appeals)



0.5 FY 2007-2008 to FY 2009-2010

Commissioner of Income Tax - TDS

Service Tax Service tax (excluding interest and penalty)

118.8 FY 2002-2003 to FY 2013-2014



6.7 FY 2006-2007 to FY 2008-2009

Central Excise & Service Tax Appellate Tribunal


356.8 FY 2012-2015 Central Excise & Service Tax Appellate Tribunal

Maharashtra Value Added Tax, 2002


1.7 FY 2008-2009 Commissioner of MVAT (Appeals)

viii. In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to financial institutions and banks. The Company did not have any borrowings from Government or debenture holders during the year.

ix. In our opinion and according to the information and explanations given to us, the monies raised by way of debt instruments in the nature of commercial paper by the Company have been applied for the purpose for which they were raised. The Company did not raise money by way of further public offer.

x. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.

xi. According to the information and explanations give to us and based on our examination of the books and records of the Company, the Company has paid / provided for managerial remuneration in accordance with the requisite approvals prescribed by the provisions of section 197 read with Schedule V to the Act.

xii. In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

xiii. According to the information and explanations given to us and on the basis of our examination of

the records of the Company, all transactions with the related parties are in compliance with section 177 and 188 of the Act, where applicable and the details have been disclosed in the standalone financial statements, as required by the applicable Indian accounting standards.

xiv. According to the information and explanations given to us and based on our examination of the books and records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, paragraph 3(xiv) of the Order is not applicable.

xv. According to the information and explanations given to us and based on our examination of the books and records of the Company, the Company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

xvi. According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.

For B S R & co. llp Chartered Accountants

Firm’s Registration No. 101248 W/W-100022



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In conjunction with our report of the standalone financial statements of ICICI Securities Limited as of and for the year ended 31 March 2019, we have audited the internal financial controls over financial reporting of ICICI Securities Limited (hereinafter referred to as the ‘Company’), as of that date.

management’s Responsibility for Internal financial controls

The Board of Directors of the Company is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the ‘Guidance Note’) issued by the Institute of Chartered Accountants of India (the ‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective companies’ policies, the safeguarding of 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, as required under the Companies Act, 2013 (the ‘Act’).

Auditor’s Responsibility

Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Company based on our audit. We conducted our audit in accordance with the Guidance Note issued by the ICAI and the Standards on Auditing (‘the Standards’), issued by the ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining

an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Group’s internal financial controls system over financial reporting.

meaning of Internal financial controls over financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent limitations of Internal financial controls over financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions,

Annexure “B” to the Independent Auditor’s Report of even date on standalone financial statements of IcIcI Securities limited


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or that the degree of compliance with the policies or procedures may deteriorate.

opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2019, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control

stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.

For B S R & co. llp

Chartered AccountantsFirm’s Registration No. 101248 W/W-100022



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Standalone Balance Sheet as at March 31, 2019

The accompanying notes form an integral part of these standalone financial statementsAs per our report of even date attached For and on behalf of Board of Directors

For B S R & co. llp Vinod Kumar dhall Ashvin parekh Shilpa KumarChartered Accountants Chairman Director Managing Director & CEOFirm Registration No.:101248W/W-100022 DIN - 02591373 DIN - 06559989 DIN - 02404667

milind Ranade Ajay Saraf Raju nanwani harvinder Jaspalpartner Executive Director Company Secretary Chief Financial OfficerMembership No.: 100564 DIN - 00074885

Date: April 23, 2019place: Mumbai

(` million)notes As at

march 31, 2019 As at


April 1, 2017 ASSetS1 financial Assets (a) Cash and cash equivalents 3 18,632.5 1,567.1 1,052.6 (b) Bank balance other than (a) above 3 12,575.4 13,688.9 8,701.1 (c) Derivative financial instruments 4 - - - (d) Securities for trade 5 2,563.1 379.2 315.1 (e) Receivables (I) Trade receivables 6 4,766.7 3,098.1 7,087.4 (II) Other receivables - - - (f) Loans 7 4,032.7 5,782.3 49.6 (g) Investments 8 151.2 162.0 167.4 (h) Other financial assets 9 810.4 1,208.0 764.6

43,532.0 25,885.6 18,137.8 2 non-financial Assets (a) Current tax assets (net) 10 1,307.6 1,063.5 971.8 (b) Deferred tax assets (net) 41 720.1 666.1 516.7 (c) property, plant and equipment 11 294.5 296.6 241.9 (d) Capital work-in-progress 12.4 15.1 0.5 (e) Intangible assets under development 27.4 23.8 27.9 (f) Other intangible assets 11 141.0 85.4 104.4 (g) Other non-financial assets 12 427.6 610.4 350.4

2,930.6 2,760.9 2,213.6 total Assets 46,462.6 28,646.5 20,351.4 lIABIlItIeS And eQuItYlIABIlItIeS1 financial liabilities (a) Derivative financial instruments 4 17.0 1.6 5.6 (b) payables (I) Trade payables (i) total outstanding dues of micro enterprises and

small enterprises - - -


13 23,391.2 6,198.7 4,870.1

(II) Other payables (i) total outstanding dues of micro enterprises and

small enterprises - - -


- - -

(c) Debt securities 14 4,473.0 6,724.2 3,953.4 (d) Borrowings (Other than debt securities) 15 - - - (e) Deposits 16 45.3 46.7 33.2 (f) Other financial liabilities 17 2,284.9 1,628.1 1,824.1

30,211.4 14,599.3 10,686.4 2 non-financial liabilities (a) Current tax liabilities (net) 41.5 - - (b) provisions 18 663.6 534.7 389.1 (c) Other non-financial liabilities 19 5,202.0 5,126.0 4,306.1

5,907.1 5,660.7 4,695.2

3 eQuItY (a) Equity share capital 20 1,610.7 1,610.7 1,610.7 (b) Other equity 21 8,733.4 6,775.8 3,359.1

10,344.1 8,386.5 4,969.8 total liabilities and equity 46,462.6 28,646.5 20,351.4

Significant accounting policies 2


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The accompanying notes form an integral part of these standalone financial statementsAs per our report of even date attached For and on behalf of Board of Directors




Standalone Statement of profit & lossfor the year ended March 31, 2019

(` million)notes for the year ended

march 31, 2019 for the year ended

march 31, 2018 Revenue from operations(i) Interest income 22 1,791.4 1,574.3 (ii) Dividend income 4.9 3.0 (iii) Fees and commission income - Brokerage income 9,325.2 10,243.0 - Income from services 5,732.8 6,526.8 (iv) Net gain on fair value changes 23 166.0 221.1 (v) Others 21.7 16.6 (I) total Revenue from operations 17,042.0 18,584.8 (II) Other Income 24 216.0 - (III) total Income (I+II) 17,258.0 18,584.8 expenses(i) Finance costs 25 419.7 491.3 (ii) Fees and commission expense 572.8 851.6 (iii) Impairment on financial instruments 26 26.9 60.5 (iv) Operating expense 27 849.6 979.0 (v) Employee benefits expenses 28 5,413.0 5,347.3 (vi) Depreciation, amortization and impairment 11 149.3 152.6 (vii) Other expenses 29 2,275.7 2,223.1 (IV) total expenses (IV) 9,707.0 10,105.4 (V) profit/(loss) before tax (III -IV ) 7,551.0 8,479.4 (VI) Tax expense: 41 (1) Current tax 2,721.5 3,129.2 (2) Deferred tax (39.7) (140.8)

2,681.8 2,988.4 (VII) profit/(loss) for the year (V-VI) 4,869.2 5,491.0 (VIII)other comprehensive Income A (i) Items that will not be reclassified to profit or loss (a) Remeasurement of defined employee benefit plans (40.2) (24.7) (ii) Income tax relating to items that will not be reclassified to

profit or loss 14.3 8.6

Subtotal (A) (25.9) (16.1) B (i) Items that will be reclassified to profit or loss - - (ii) Income tax relating to items that will be reclassified to

profit or loss - -

Subtotal (B) - - other comprehensive Income (A + B) (25.9) (16.1)(IX) total comprehensive income for the period (VII+VIII)

(comprising profit/(loss) and other comprehensive income for the period)

4,843.3 5,474.9

(X) earnings per equity share:(face value ` 5/- per share) 31 Basic (in `) 15.12 17.05 Diluted (in `) 15.11 17.05



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Standalone Statement of changes in equityas at March 31, 2019

A equity Share capital

(` million)Balance as of April 1, 2017 changes in equity share capital

during the periodBalance as on

march 31, 2018 1,610.7 - 1,610.7

(` million)Balance as of April 1, 2018 changes in equity share capital


march 31, 20191610.7 - 1,610.7

B other equity(` million)

Reserves and Surplus exchange difference on

translating the financial

statements of a foreign operation

deemed equity

contribution from the

parent

total

Securities premium

General Reserve

Share based

payment reserve

Retained earnings

Balance as of April 1, 2017 244.0 666.8 - 2,299.4 18.6 130.3 3,359.1

profit for the year - - 5,491.0 - - 5,491.0

Items of OCI for the year, net of tax

Remeasurement benefit of defined benefit plans

- - - (16.1) - - (16.1)

Total Comprehensive Income for the year - - - 5,474.9 - - 5,474.9

Dividend (including tax on dividend) - - - (2,132.5) - - (2,132.5)

Any other changes: - -

Additions during the year (net) - - - - (0.7) 75.0 74.3

Balance as on march 31, 2018 244.0 666.8 - 5,641.8 17.9 205.3 6,775.8

Balance as of April 1, 2018 244.0 666.8 - 5,641.8 17.9 205.3 6,775.8

profit for the year - - - 4,869.2 - - 4,869.2

Items of OCI for the year, net of tax

Remeasurement benefit of defined benefit plans

- - - (25.9) - - (25.9)

Total Comprehensive Income for the year - - - 4,843.3 - - 4,843.3

Dividend (including tax on dividend) - - - (2,951.1) - - (2,951.1)

Any other changes: -

Additions during the year (net) - - 4.1 - 0.6 60.7 65.4

Balance as on march 31, 2019 244.0 666.8 4.1 7,534.0 18.5 266.0 8,733.4

Significant accounting policies

The accompanying notes form an integral part of these standalone financial statements






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Standalone cash flow Statementfor the year ended March 31, 2019

(` million) for the year

endedmarch 31, 2019

for the year ended

march 31, 2018 A cash flow from operating activities

profit before tax 7,551.0 8,479.4 Add /(less): Adjustments- (profit) / loss on sale of property, plant and equipment (net) 4.6 16.8 - Depreciation and amortisation 149.3 152.6 - (Reversal of) /impariment loss on financial assets measured at

FVTpL 1.2 -

- Net (gain)/loss arising on financial assets measured at FVTpL 9.5 0.2 - Interest expense 412.6 483.3 - Dividend income on equity securities (0.4) (0.3)- Share based payments to employees 64.8 75.0 - Bad and doubtful debts 49.3 73.1 Operating profit before working capital changes 8,241.9 9,280.1 Adjustments for changes in working capital:- (Increase) / decrease in other bank balances 1,113.6 (4,987.8)- (Increase) / decrease in securities for trade (2,183.9) (64.2)- (Increase) / decrease in receivables (1,717.8) 3,916.1 - (Increase) / decrease in loans 1,749.7 (5,732.7)- (Increase) / decrease other financial assets 397.6 (443.4)- (Increase) / decrease other non- financial assets 182.8 (260.0)- Increase / (decrease) in derivative financial instruments 15.4 (4.0)- Increase / (decrease) in trade payables 17,192.5 1,328.5 - Increase / (decrease) in deposits (1.4) 13.5 - Increase / (decrease) in other financial liabilities 656.8 (196.0)- Increase / (decrease) in provisions 88.6 120.9 - Increase / (decrease) in other non-financial liabilities 76.1 910.5

17,570.0 (5,398.6)Cash generated from operations 25,811.9 3,881.5 Income tax paid (net) (2,924.0) (3,220.9)net cash (used in) / generated from operating activities (A) 22,887.9 660.6

B Cash flow from investing activities- purchase of investments - - - proceeds from sale/maturity of investments - 5.8 - Dividend income received 0.4 0.3 - purchase of property, plant and equipment (226.1) (223.1)- proceeds from sale of property, plant and equipment 18.0 7.4 net cash (used in) / generated from investing activities (B) (207.7) (209.6)


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(` million) for the year

endedmarch 31, 2019

for the year ended

march 31, 2018 c cash flow from financing activities

- proceeds from commercial paper borrowings (net) - 2,753.5 - Repayment of commercial paper borrowings (net) (2,263.5) - - Interest paid on borrowings (400.2) (465.9)- Dividends and dividend tax paid (2,951.1) (2,224.1)net cash (used in) / generated in financing activities (c) (5,614.8) 63.5 Net (Decrease)/Increase in cash and cash equivalents (A+B+C) 17,065.4 514.5 Cash and cash equivalents at the beginning of the year 1,567.1 1,052.6 Exchange difference on translation of foreign currency cash and cash equivalentscash and cash equivalents at the end of the year* 18,632.5 1,567.1 components of cash and cash equivalents Cash and Cash Equivalents comprises of :

(a) Cash on hand 0.0 0.0 (b) Balances with Banks (of the nature of cash and cash equivalents)

In current accounts with banks- In India with scheduled banks 18,251.3 1,302.5 - Outside India 30.8 14.4

(c) Cheques, drafts on hand 0.3 0.0 (d) Others

- Fixed Deposit with original maturity less than 3 months 350.0 250.0 - Interest accrued on Fixed Deposits 0.1 0.2 total cash and cash equivalents (note 3) 18,632.5 1,567.1

* Cash and cash equivalents at the end of the year excludes:- Excludes fixed deposits under lien ` 12,116.9 million (March 31, 2018 ` 13,235.8 million).- Includes ` 17 billion towards pending settlement obligation.

` 0.0 million indicates values are lower than ` 0.1 million, where applicable.

Note :

i) The above cash flow statement has been prepared under the “Indirect method” as set out on the Indian Accounting Standard (Ind AS-7) Statement of Cash Flow.

ii) Also refer note 38 for change on liabilities arising from financing activities.

Significant accounting policies

The accompanying notes form an integral part of these standalone financial statements





Standalone cash flow Statementfor the year ended March 31, 2019


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1. coRpoRAte InfoRmAtIon ICICI Securities Limited (“the Company”),

incorporated in 1995, is a public Company engaged in the business of broking (institutional and retail), distribution of financial products, merchant banking and advisory services. The Company is incorporated and domiciled in India. The equity shares of the Company are listed. The address of the Registered Office is ICICI Centre, H. T. parekh Marg, Churchgate, Mumbai - 400020.

The Company was a wholly owned subsidiary of ICICI Bank Limited till March 30, 2018. During the year ended March 31, 2018, the Company completed its Initial public Offering (IpO). The Equity shares of the Company were listed on the National Stock Exchange of India Limited and BSE Limited on April 4, 2018. ICICI Bank Limited, the holding company, owns 79.22% of the Company’s equity share capital as on March 31, 2019.

2. SIGnIfIcAnt AccountInG polIcIeS

(i) Basis of preparation

In accordance with the notification issued by the Ministry of Corporate Affairs, with effect from April 1, 2018 the Company has adopted Indian Accounting Standards (referred to as “Ind AS”) notified under the Companies (Indian Accounting Standards) Rules, 2015. previous period numbers in the financial statements have been restated to Ind AS. In accordance with Ind AS 101 First-time Adoption of Indian Accounting Standard, the Company has presented a reconciliation from the presentation of the financial statements under Accounting Standards notified under the Companies (Accounting Standards) Rules, 2006 (“previous GAAp”) to Ind AS of Shareholders’ equity as at March 31, 2018 and April 1, 2017 being the transition date and of the total comprehensive income for the year ended March 31, 2018.

These financial statements have been prepared in accordance with Ind AS 1- presentation of Financial Statements as notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of the Companies Act, 2013.

Accounting policies have been consistently applied except where newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

These financial statements are the Company’s first Ind AS standalone financial statements. The Company’s financial statements are presented in Indian Rupees (`), which is also its functional currency and all values are rounded to the nearest million, except when otherwise indicated.

The standalone financial statements for the year ended March 31, 2019 are being authorised for issue in accordance with a resolution of the directors on April 23, 2019.

(ii) use of estimates

The preparation of the financial statements in conformity with Ind AS requires that management make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and the income and expense for the reporting period. The actual results could differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected.

The Company makes certain judgments and estimates for valuation and impairment of financial instruments, fair valuation of employee stock options, useful life of property, plant and equipment, deferred tax assets and retirement benefit obligations. Management believes that the estimates used in the preparation of the financial statements are prudent and reasonable.

(iii) Revenue recognition

a. Brokerage income in relation to stock broking activity is recognized on a trade date basis.


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b. Revenue from issue management, debt syndication, financial advisory services etc., is recognized based on the stage of completion of assignments and terms of agreement with the client.

c. Commission income in relation to public issues / other financial products is recognized based on mobilization and intimation received from clients / intermediaries or over the period of service as applicable.

d. Gains / losses on dealing in securities are recognized on a trade date basis.

e. Interest income is recognized using the effective interest rate method.

f. Revenue from dividend is recognized when the right to receive the dividend is established.

g. Training fee income from financial educational programs is recognized on the basis of completion of training.

(iv) property, plant and equipment (ppe)

measurement at recognition:

property plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Subsequent costs are included in the asset’s carrying amount.

All property, plant and equipment are initially recorded at cost. Cost comprises acquisition cost, borrowing cost if capitalization criteria are met, and directly attributable cost of bringing the asset to its working condition for the intended use.

Subsequent expenditure relating to property, plant and equipment is capitalized only when it is probable that future economic benefit associated with these will flow with the Company and the cost of the item can be measured reliably.

depreciation:

Depreciation provided on property, plant and equipment is calculated on a straight-line basis using the rates arrived at based on the useful lives estimated by management.

The estimated useful lives of assets are as follows:

tangible Asset estimated by management

Leasehold improvements Over the lease period

Office equipment's comprising air conditioners, photo-copying machines, etc.

5 years

Computers 3 yearsServers & Network 6 yearsFurniture and fixtures* 6.67 yearsMotor vehicles* 5 years

*Based on technical evaluation, the management believes that the useful lives as given above best represent the period over which management expects to use these assets. Hence, the useful lives for these assets is different from the useful lives as prescribed under part C of Schedule II of the Companies Act 2013.

Depreciation is provided on a straight-line basis from the date the asset is ready for its intended use. In respect of assets sold, depreciation is provided up to the date of disposal.

The residual values, estimated useful lives and methods of depreciation of property, plant and equipment are reviewed at the end of each financial year and changes if any, are accounted for on a prospective basis.

capital work-in-progress and capital advances:

Cost of the assets not ready for intended use, as on reporting date, is shown as capital work in progress. Advances given towards acquisition of fixed assets outstanding at each reporting date are shown as other non-financial assets.

Depreciation is not recorded on capital work-in-progress until construction and installation is completed and assets are ready for its intended use.

derecognition:

The carrying amount of an item of property, plant and equipment is derecognized on disposal or when no future economic benefits are expected from its use or


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disposal. The gain or loss arising from the derecognition of an item of property, plant and equipment is measured as the difference between the net disposal proceeds and the carrying amount of the item and is recognized in the Statement of profit and Loss when the item is derecognized.

optional exemption from retrospective application:Deemed cost for property, plant and equipment.

The Company has elected to measure all its property, plant and equipment at the previous GAAp carrying amount as its deemed cost on the date of transition to Ind AS.

(v) Intangible Assets

Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less accumulated amortization.

Development expenditure on software is capitalized as part of the cost of the resulting intangible asset only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Company intends to and has sufficient resources to complete development and to use or sell the asset. Otherwise it is recognized in the profit or loss as incurred. Subsequent to initial recognition, the asset is measured at cost less accumulated amortization and any accumulated impairment losses.

Amortisation Amortisation is calculated using the straight–

line method to write down the cost of intangible assets to their residual values over their estimated useful lives and is included in the depreciation and amortization in the statement of profit and loss.

Intangible asset useful life / Amortisation period

Computer software 4 years

optional exemption from retrospective application:

Deemed cost for intangible assets.

The Company has elected to measure all its Intangible assets at the previous GAAp carrying amount as its deemed cost on the date of transition to Ind AS.

(vi) financial instruments

The Company recognizes all the financial assets and liabilities at its fair value on initial recognition; In the case of financial assets not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the financial asset are added to the fair value on initial recognition. The financial assets are accounted on a trade date basis.

For subsequent measurement, financial assets are categorised into:

a. Amortised cost: The Company classifies the financial assets at amortised cost if the contractual cash flows represent solely payments of principal and interest on the principal amount outstanding and the assets are held under a business model to collect contractual cash flows. The gains and losses resulting from fluctuations in fair value are not recognised for financial assets classified in amortised cost measurement category.

b. fair value through other comprehensive income (fVocI): The Company classifies the financial assets as FVOCI if the contractual cash flows represent solely payments of principal and interest on the principal amount outstanding and the Company’s business model is achieved by both collecting contractual cash flow and selling financial assets. In case of debt instruments measured at FVOCI, changes in fair value are recognised in other comprehensive income. The impairment gains or losses, foreign exchange gains or losses and interest calculated using the effective


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interest method are recognised in profit or loss. On de-recognition, the cumulative gain or loss previously recognised in other comprehensive income is re-classified from equity to profit or loss as a reclassification adjustment. In case of equity instruments irrevocably designated at FVOCI, gains / losses including relating to foreign exchange, are recognised through other comprehensive income. Further, cumulative gains or losses previously recognised in other comprehensive income remain permanently in equity and are not subsequently transferred to profit or loss on derecognition.

c. fair value through profit or loss (fVtpl): The financial assets are classified as FVTpL if these do not meet the criteria for classifying at amortised cost or FVOCI. Further, in certain cases to eliminate or significantly reduce a measurement or recognition inconsistency (accounting mismatch), the Company irrevocably designates certain financial instruments at FVTpL at initial recognition. In case of financial assets measured at FVTpL, changes in fair value are recognised in profit or loss.

profit or loss on sale of investments is determined on the basis of first-in-first-out (FIFO) basis.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

- In the principal market for the asset or liability, or

- In the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible by the Company.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

In order to show how fair values have been derived, financial instruments are classified based on a hierarchy of valuation techniques, as summarised below:

Level 1: quoted prices (unadjusted) in active market for identical assets or liabilities.

Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (e.g. as prices) or indirectly (e.g. derived from the prices).

Level 3: inputs for the current assets or liability that are not based on observable market data (unobservable inputs).

Based on the Company’s business model for managing the investments, the Company has classified its investments and securities for trade at FVTpL. Investment in subsidiaries is carried at deemed cost (previous GAAp carrying amount) as per Ind AS 27.

Financial liabilities are carried at amortised cost using the effective interest rate method. For trade and other payables the carrying amount approximates the fair value due to short maturity of these instruments.

d. Impairment of financial assets: In accordance with Ind AS 109, the Company applies expected credit loss model (ECL)


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for measurement and recognition of impairment loss. The Company recognises lifetime expected losses for all contract assets and / or all trade receivables that do not constitute a financing transaction. At each reporting date, the Company assesses whether the loans have been impaired. The Company is exposed to credit risk when the customer defaults on his contractual obligations. For the computation of ECL, the loan receivables are classified into three stages based on the default and the aging of the outstanding.

If the amount of an impairment loss decreases in a subsequent period, and the decrease can be related objectively to an event occurring after the impairment was recognised, the excess is written back by reducing the loan impairment allowance account accordingly. The write-back is recognised in the statement of profit and loss.

The Company recognises life time expected credit loss for trade receivables and has adopted the simplified method of computation as per Ind AS 109. The Company considers outstanding overdue for more than 90 days for calculation of expected credit loss.

(vii) employee benefits

Gratuity

The Company pays gratuity, a defined benefit plan, to its employees who retire or resign after a minimum period of five years of continuous service and in the case of employees at overseas locations as per rules in force in the respective countries. The Company makes contributions to the ICICI Securities Employees Gratuity Fund which is managed by ICICI prudential Life Insurance Company Limited for the settlement of gratuity liability.

A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The Company’s net obligation in respect of the defined

benefit plan is calculated by estimating the amount of future benefit that employee has earned in exchange of their service in the current and prior periods and discounted back to the current valuation date to arrive at the present value of the defined benefit obligation. The defined benefit obligation is deducted from the fair value of plan assets, to arrive at the net asset / (liability), which need to be provided for in the books of accounts of the Company.

As required by the Ind AS19, the discount rate used to arrive at the present value of the defined benefit obligations is based on the Indian Government security yields prevailing as at the balance sheet date that have maturity date equivalent to the tenure of the obligation.

The calculation is performed by a qualified actuary using the projected unit credit method. When the calculation results in a net asset position, the recognized asset is limited to the present value of economic benefits available in form of reductions in future contributions.

Remeasurements arising from defined benefit plans comprises of actuarial gains and losses on benefit obligations, the return on plan assets in excess of what has been estimated and the effect of asset ceiling, if any, in case of over funded plans. The Company recognizes these items of remeasurements in other comprehensive income and all the other expenses related to defined benefit plans as employee benefit expenses in their profit and loss account.

When the benefits of the plan are changed, or when a plan is curtailed or settlement occurs, the portion of the changed benefit related to past service by employees, or the gain or loss on curtailment or settlement, is recognized immediately in the profit or loss account when the plan amendment or when a curtailment or settlement occurs.


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With respect to Oman Branch, the Company provides end of service benefits to its expatriate employees. The entitlement to these benefits is based upon the employees’ final salary and length of service, subject to the completion of a minimum service period. The expected costs of these benefits are accrued over the period of employment.

provident fund

Retirement benefit in the form of provident fund is a defined contribution scheme. The Company is statutorily required to contribute a specified portion of the basic salary of an employee to a provident fund as part of retirement benefits to its employees. The contributions during the year are charged to the statement of profit and loss.

With respect to Oman branch, for Omani national employees, the Company makes contributions to the Omani public Authority for Social Insurance Scheme calculated as a percentage of the employees’ salaries. The Company’s obligations are limited to these contributions, which are expensed when incurred.

compensated absence

The employees can carry forward a portion of the unutilized accrued compensated absences and utilize it in future service periods or receive cash compensation on termination of employment. The Company records an obligation for such compensated absences in the period in which the employee renders the services that increase the entitlement. The obligation is measured on the basis of independent actuarial valuation using the projected unit credit method. Actuarial losses/gains are recognized in the statement of profit and loss as and when they are incurred.

long term incentive

The Company has a long term incentive plan which is paid in three annual tranches. The Company accounts for the liability as

per an actuarial valuation. The actuarial valuation of the long term incentives liability is calculated based on certain assumptions regarding prevailing market yields of Indian government securities and staff attrition as per the projected unit credit method made at the end of each reporting period. The actuarial losses/gains are recognised in the statement of profit and loss in the period in which they arise.

employee Stock option Scheme

Equity-settled share-based payments to employees are measured at the fair value of the equity instruments at the grant date. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Company’s estimate of equity instruments that will eventually vest, with a corresponding increase in equity.

ICICI Bank Limited, the parent, also grants options to eligible employees of the Company under ICICI Bank Employee Stock Option Scheme. The options vest over a period of three years. The fair value determined on the grant date is expensed on a straight line basis over the vesting period with a corresponding increase in the equity as a contribution from the parent.

(viii) Borrowing costs

Borrowing costs include interest expense as per the effective interest rate (EIR) and other costs incurred by the Company in connection with the borrowing of funds. Borrowing costs directly attributable to acquisition or construction of those tangible fixed assets which necessarily take a substantial period of time to get ready for their intended use are capitalized. Other borrowing costs are recognized as an expense in the year in which they are incurred.

The difference between the discounted amount mobilized and redemption value of commercial papers is recognized in the statement of profit


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and loss over the life of the instrument using the EIR.

(ix) foreign exchange transactions

The functional currency and the presentation currency of the Company is Indian Rupees. Transactions in foreign currency are recorded on initial recognition using the exchange rate at the transaction date. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency closing rates of exchange at the reporting date. Exchange differences arising on the settlement or translation of monetary items are recognized in the statement of profit and loss in the period in which they arise.

Assets and liabilities of foreign operations are translated at the closing rate at each reporting period. Income and expenses of foreign operations are translated at monthly average rates. The resultant exchange differences are recognized in other comprehensive income in case of foreign operation whose functional currency is different from the presentation currency and in the statement of profit and loss for other foreign operations. Non-monetary items which are carried at historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction.

(x) leases

Lease arrangements where the risk and rewards incidental to ownership of an assets substantially vest with the lessor, are recognised as operating lease.

Operating lease payments are recognised on as straight line basis over the lease term in the statement of profit and loss, unless the lease payments to the lessor are structured to increase in line with expected general inflation.

(xi) Income tax

The income tax expense comprises current and deferred tax incurred by the Company. Income tax expense is recognised in the income statement except to the extent that it

relates to items recognised directly in equity or OCI, in which case the tax effect is recognised in equity or OCI. Income tax payable on profits is based on the applicable tax laws in each tax jurisdiction and is recognised as an expense in the period in which profit arises. Current tax is the expected tax payable/receivable on the taxable income or loss for the period, using tax rates enacted for the reporting period and any adjustment to tax payable/receivable in respect of previous years.

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purpose and the amounts for tax purposes.

Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised, for all deductible temporary differences, to the extent it is probable that future taxable profits will be available against which deductible temporary differences can be utilised. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

The tax effects of income tax losses, available for carry forward, are recognised as deferred tax asset, when it is probable that future taxable profits will be available against which these losses can be set-off.

Additional taxes that arise from the distribution of dividends by the Company are recognised directly in equity at the same time as the liability to pay the related dividend is recognised.

(xii) cash and cash equivalents

Cash and cash equivalents for the purpose of cash flow statement include cash in hand, balances with the banks and short term investments with an original maturity of three months or less, and accrued interest thereon.


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(xiii) Impairment of non financial assets

The Company assesses at the reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (“CGU”) fair value less costs of disposal and its value in use. The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account, if available. If no such transactions can be identified, an appropriate valuation model is used. Impairment losses are recognised in statement of profit and loss.

(xiv) 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.

(xv) 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 the notes to the financial statements.


(xvi) 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.



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3. cASh And BAnK BAlAnceS(` million)

As at march 31, 2019


As at April 1, 2017

(i) cash and cash equivalents (a) Cash on hand* 0.0 0.0 0.0 (b) Balances with banks (of the nature of cash

and cash equivalents)In current accounts with banks- In India with scheduled banks 18,251.3 1,302.5 1,010.1 - Outside India 30.8 14.4 32.3 (c) Cheques, drafts on hand 0.3 0.0 10.2 (d) Others- Fixed deposit with original maturity less than

3 months 350.0 250.0 -

- Interest accrued on Fixed deposits 0.1 0.2 - total 18,632.5 1,567.1 1,052.6 (ii) other bank balances (a) Fixed deposits with banks** - In India 12,107.9 13,227.3 8,411.3 - Outside India 9.0 8.5 8.4

12,116.9 13,235.8 8,419.7 (b) Interest receivable 458.5 453.1 281.4 total 12,575.4 13,688.9 8,701.1

* ` 0.0 million indicates values are lower than ` 0.1 million, where applicable

**Fixed deposits under lien with stock exchanges amounted to ` 10,604.3 million (March 31, 2018 : ` 11,759.1 million) and kept as collateral security towards bank guarantees issued amounted to ` 393.9 million (March 31, 2018 : ` 383.3 million) and kept as collateral security against bank overdraft facility amounted to ` 1,115 million (March 31, 2018 : ` 1,089.7 million) and others ` 3.7 million (March 31, 2018 : ` 3.7 million)

4. deRIVAtIVe fInAncIAl InStRumentS(` million)



As at April 1, 2017

(i) Equity linked derivatives 17.0 1.6 5.6 total 17.0 1.6 5.6 Notional amounts 3,893.8 2,269.5 3,037.3 Fair value - assets - - - Fair value - liabilities 17.0 1.6 5.6

note :- The derivatives are used for the purpose trading. - Refer note 44 for management of risks arising from derivatives.


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5. SecuRItIeS foR tRAde(` million)



As at April 1, 2017

(A) At fair Value through profit or lossSecurities for trade in India

(i) Mutual funds:- ICICI Mutual Fund Fixed Maturity plan - - 0.7 - ICICI prudential Mutual Fund Value FD SR 18

DVp 17MY21 1.1 - -

1.1 - 0.7 (ii) Debt securities:(a) Non-convertible debentures:-- 9.10 % Dewan Housing Finance Corp Limited

(16-08-2019) 143.8 149.7 151.1

- 8.75 % ERFL (22-03-2021) 143.5 150.2 - - RCL Market Linked Debentures Series B-198

(09-04-2017) - - 21.5

- RCL Market Linked Debentures Series B-190 (13-04-2017)

- - 53.7

- 8.90% Indiabulls Housing Finance Ltd (26-09-2021)

- - 1.8

- 9.25 % Dewan Housing Finance (09-09-2023) - - 33.5 - 10.75 % Dewan Housing Finance (23-08-2099) - - 52.8

287.3 299.9 314.4 (b) Bonds:-- 8.49 % HDFC LTD (27-04-2020) 501.1 - - - 7.50 % HDFC LTD (07-07-2020) 495.3 - - - 8.80 % LIC HOUSING FINANCE LIMITED

(24-12-2020) 504.3 - -

- 8.30 % LIC HOUSING FINANCE LIMITED (15-07-2021)

100.1 - -

- 8.41 % HUDCO (15-03-2029) 76.0 - - - 8.30 % IRFC (25-03-2029) 100.9 - - - 8.75 % Axis Bank (14-12-2099) 2.9 - - - 8.85 % HDFC Bank (12-05-2099) - 4.0 - - 8.75 % Axis Bank (28-06-2099) - 18.9 - - 9.50 % Yes Bank (23-12-2099) - 26.5 -

1,780.6 49.4 - (c) Commercial paper:- KOTAK MAHINDRA INVESTMENT LTD Cp (17-

01-2020) 469.4 - -

(iii) Equity instruments:- IRB InvIT Fund-EQUITY 24.7 29.9 - - Mahindra Lifespace Developers Limited - 0.0 0.0

24.7 29.9 0.0 total (A) - Gross 2,563.1 379.2 315.1 Less: Impairment Loss Allowance - - - total (A) - net 2,563.1 379.2 315.1


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6. tRAde ReceIVABleS(` million)



As at April 1, 2017

(a) Receivables considered good - Secured 3,994.0 2,599.2 6,509.1 (b) Receivables considered good - Unsecured 772.7 498.9 578.3 (c) Receivables - credit impaired 149.6 120.8 64.8 Less: Impairment Loss Allowance (149.6) (120.8) (64.8)

0.0 (0.0) (0.0)total 4,766.7 3,098.1 7,087.4

No trade or other receivable are due from directors of the company either severally or jointly with any other person. Nor any trade or other receivable are due from firms or private companies respectively in which any director is a partner, a director or a member.

7. loAnS(` million)



As at April 1, 2017

(A) At amortised cost (i) Cash Credits, Overdrafts, Loans repayable

on Demand (ii) Margin trade funding 3,449.4 5,560.0 - (iii) ESOp funding 586.0 226.9 49.6 total (A) - Gross 4,035.4 5,786.9 49.6 Less:Impairment loss allowance (2.7) (4.6) - total (A) - net 4,032.7 5,782.3 49.6 (I) Secured by : (i) Secured by tangible assets - Collateral in the form of cash,

securities, Fixed Deposit Receipt (FDR) in case of Margin trade funding

3,424.6 5,560.0 -

- Shares under ESOp in case of ESOp funding

586.0 226.9 49.6

(ii) Unsecured in case of Margin trade funding 24.8 - - total (I) - Gross 4,035.4 5,786.9 49.6 Less:Impairment loss allowance (2.7) (4.6) - total (I) - net 4,032.7 5,782.3 49.6 (II) loans in India (i) Others 4,035.4 5,786.9 49.6 total (II) - Gross 4,035.4 5,786.9 49.6 Less:Impairment loss allowance (2.7) (4.6) - total (II) - net 4,032.7 5,782.3 49.6 (B) At fair value through other

comprehensive income - - -

(c) At fair value through profit or loss - - - (d) At fair value designated at fair value

through profit or loss - - -

total (A) + (B) + (c) + (d) 4,032.7 5,782.3 49.6


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8. InVeStmentS (` million)



As at April 1, 2017

(A) At fair value through profit or loss (i) Investments in India Equity instruments: - BSE Limited 7.0 8.6 11.2 - parabolic Drugs Limited - - 6.8 - Receivable Exchange of India Limited 18.8 26.8 24.0 - Universal Trustees private Limited 2.7 3.9 2.7 total - (A) 28.5 39.3 44.7 (B) At fair value through other comprehensive

income - - -

(c) At amortised cost - - - (d) At fair value designated at fair value


(e) others* (i) Investments outside India Equity Instruments : - Subsidiary - ICICI Securities Holding Inc 122.7 122.7 122.7 Less:Impairment loss allowance - - - total - (e) 122.7 122.7 122.7 total (A) + (B) + (c) + (d) + (e ) 151.2 162.0 167.4

* The Company has elected to measure investment in subsidiaries at deemed cost as per Ind AS 27.

9. otheR fInAncIAl ASSetS(` million)



As at April 1, 2017

(i) Security deposits : Unsecured, considered good (a) Security deposit for leased premises and assets 198.8 188.4 253.2 (b) Security deposit with stock exchanges 60.3 55.8 25.8 (c) Other Security deposits 9.4 11.2 6.8 (d) Margin deposits with stock exchange 54.6 - - (e) Security deposit with related parties - ICICI Bank Limited 2.3 2.1 2.0 - ICICI Lombard General Insurance

Company Limited 0.1 0.1 0.1

325.5 257.6 287.9 (ii) others : (a) Accrued income from services 358.4 365.9 438.5 (b) Accrued interest 96.3 11.1 13.6 (c) Others 30.2 573.4 24.6

484.9 950.4 476.7 total 810.4 1,208.0 764.6

Others includes amounts due from ICICI Bank Ltd ` 0.6 million (previous year: ` 545.9 million) towards reimbursement of IpO expenses

10. cuRRent tAX ASSetS (net)(` million)



As at April 1, 2017

(i) Advance payment of income tax (net) 1,307.6 1,063.5 971.8 [net of provision for tax of ` 12,642.9 million

(March 31, 2018 : ` 12,642.9)]total 1,307.6 1,063.5 971.8


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p/140


12. otheR non-fInAncIAl ASSetS(` million)



As at April 1, 2017

(i) Capital advances - 0.1 - (ii) Advances other than capital advances: - prepaid expenses 166.2 191.2 189.8 - Advance to creditors 93.7 108.4 86.9 - Others 167.7 310.7 73.7 total 427.6 610.4 350.4

13. pAYABleS(` million)



As at April 1, 2017

(I) trade payables : (a) total outstanding dues of micro enterprises

and small enterprises - - -



23,391.2 6,198.7 4,870.1

(II) other payables: (a) total outstanding dues of micro enterprises




- - -

total (I) and (II) 23,391.2 6,198.7 4,870.1

14. deBt SecuRItIeS(` million)



As at April 1, 2017

(A) At amortised cost debt securities in India (i) Commercial paper 4,473.0 6,724.2 3,953.4 (repayable within one year)(B) At fair value through profit or loss - - - (c) designated at fair value through profit or

loss - - -

total 4,473.0 6,724.2 3,953.4


p/141


15. BoRRoWInGS (otheR thAn deBt SecuRItIeS)(` million)



As at April 1, 2017

(A) At amortised cost Secured loans (i) Bank overdraft - - - (Secured against first charge on all receivables, book debts,cash flows, and proceeds arising

therefrom and a lien on fixed deposits including but not limited to the Company's cash in hand both present and future)

total - - -

16. depoSItS(` million)



As at April 1, 2017

(A) At amortised cost (i) Security Deposits 45.3 46.7 33.2 total 45.3 46.7 33.2

17. otheR fInAncIAl lIABIlItIeS(` million)



As at April 1, 2017

(i) Margin money 2,283.5 1,626.5 1,822.6 (ii) Others 1.4 1.6 1.5 total 2,284.9 1,628.1 1,824.1

18. pRoVISIonS(` million)



As at April 1, 2017

(i) provision for employee benefits (a) provision for gratuity (refer note 42) 563.2 466.7 361.3 (b) provision for compensated absence (refer

note 42) 100.4 68.0 27.8

total 663.6 534.7 389.1

19. otheR non-fInAncIAl lIABIlItIeS(` million)



As at April 1, 2017

(a) Revenue received in advance (i) Income received in advance 81.3 31.7 42.6 (b) Other advances (i) prepaid Brokerage 2,610.3 2,320.7 2,012.3 (c) Others - (i) Statutory liabilities 555.5 656.6 312.9 (ii) Employee related liabilities 1,937.7 2,084.0 1,912.0 (iii) Other liabilities 17.2 33.0 26.3

2,510.4 2,773.6 2,251.2 total 5,202.0 5,126.0 4,306.1


p/142


20. ShARe cApItAl(` million)



As at April 1, 2017

(a) Authorised:400,000,000 equity shares of ` 5/- each (March 31, 2018 : 400,000,000 equity shares of ` 5/- each) (April 1, 2017 : 1000,000,000 equity shares of ` 2/- each)

2,000.0 2,000.0 2,000.0

5,000,000 preference shares of ` 100/- each (March 31, 2018 : 5,000,000 of preference shares of ` 100/- each)(April 1, 2017 : 5,000,000 of preference shares of ` 100/- each)

500.0 500.0 500.0

2,500.0 2,500.0 2,500.0 (b) Issued, subscribed and fully paid-up

shares:322,141,400 equity shares of ` 5/- each, fully paid(March 31, 2018 : 322,141,400 equity shares of ` 5/- each, fully paid)(April 1, 2017 : 805,353,500 equity shares of ` 2/- each, fully paid)

1,610.7 1,610.7 1,610.7

total issued, subscribed and fully paid-up share capital

1,610.7 1,610.7 1,610.7

(c) Reconciliation of the shares at the beginning and at the end of the reporting year

equity shares As at



April 1, 2017 nos (` million) nos (` million) nos (` million)

At the beginning of the year

32,21,41,400 1,610.7 80,53,53,500 1,610.7 80,53,53,500 1,610.7

Issued during the year

- - - - - -

Consolidation of shares during the year-Nos (refer note below)*

- - (48,32,12,100) - - -

outstanding at the end of the year

32,21,41,400 1,610 .7 32,21,41,400 1,610 .7 80,53,53,500 1,610 .7

*The shareholders of the Company have, at the Extraordinary General Meeting (EGM) held on December 4, 2017 accorded their consent to the consolidation of the authorised and issued equity share capital of the Company by increasing the nominal value of the equity share from ` 2/- (Rupees two only) each to ` 5/- (Rupees five only) each. The record date for the consolidation was December 8, 2017. Accordingly, the revised authorised equity share capital of the Company now stands at 400,000,000 equity shares of ` 5/- each and issued, subscribed and paid up equity

share capital 322,141,400 equity shares of ` 5/- each.

During the year ended March 31, 2018, the Company completed the Initial public Offering (IpO) through an Offer for Sale of 66,925,305 equity shares of ` 5/- each at a price of ` 520/- per equity share by ICICI Bank Limited, the Holding Company, aggregating upto ` 34,801.2/- million. The equity shares of the Company were listed on the National Stock Exchange of India Limited and BSE Limited on April 4, 2018.


p/143


(d) terms / rights attached to equity shares

The Company has only one class of equity shares having par value of ` 5/- per share with effect from December 4, 2017. Till December 3, 2017, the Company had only one class of equity share having par value of ` 2/- per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

The Board of Directors at its meeting held on 18th October, 2018 declared and paid an interim dividend of ` 3.70 per equity share of the face value of ` 5 each. The Board has recommended a final dividend of ` 5.70 per equity share for FY2019, aggregating to ` 2,213.7 million, including dividend distribution tax of ` 377.4 million.


(e) pattern of shareholding

Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company :

Shareholder



As at April 1, 2017

nos % of holding

nos % of holding

nos % of holding

IcIcI Bank limited (parent) & its nominees

25,52,16,095 79.22% 25,52,16,095 79.22% 80,53,53,500 100%

total 25,52,16,095 79.22% 25,52,16,095 79.22% 80,53,53,500 100%

(f) there are no shares reserved for issue under options and contracts/commitments for the sale of shares or disinvestment.

(g) other details of equity shares for a period of five years immediately preceding march 31, 2019:

particulars 2019 2018 2017 2016 2015no of Shares

Aggregate number of share allotted as fully paid up pursuant to contract(s) without payment being received in cash

- - - - -

Aggregate number of shares allotted as fully paid bonus shares - - - - - Aggregate number of shares bought back - - - - -

(h) 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.


p/144


21. otheR eQuItY(` million)



As at April 1, 2017

(i) Reserves and surplus (a) Securities premium Opening balance 244.0 244.0 244.0 Add : Additions during the year (net) - - - Closing balance 244.0 244.0 244.0 (b) General reserve Opening balance 666.8 666.8 666.8 Add : Additions during the year (net) - - - Closing balance 666.8 666.8 666.8 (c) Equity-settled share-based payment reserve (refer note 39 for details on share based

payment) Opening balance Add : Additions during the year (net) 4.1 - - Closing balance 4.1 - - (d) Retained earnings Opening balance 5,641.8 2,299.4 1,424.4 Add: Other comprehensive income for the

year (25.9) (16.1) (33.4)

Add: profit after tax for the year 4,869.2 5,491.0 3,376.1 10,485.1 7,774.3 4,767.1

Less: Appropriations (a) Dividend on equity shares 2,447.8 1,771.8 2,050.3 (b) Dividend distribution tax on equity

dividend 503.3 360.7 417.4

Closing balance 7,534.0 5,641.8 2,299.4 (ii) exchange difference on translating the

financial statements of a foreign operation Opening balance 17.9 18.6 18.8 Add : Additions during the year (net) 0.6 (0.7) (0.2) Closing balance 18.5 17.9 18.6 (iii) deemed equity contribution from the parent (refer note 39 for details on share based payment) Opening balance 205.3 130.3 - Add : Additions during the year (net) 60.7 75.0 130.3 Closing balance 266.0 205.3 130.3 total 8,733.4 6,775.8 3,359.1


p/145


nature and purpose of reserve

(A) Securities premium

Securities premium reserve is used to record the premium on issue of shares. The reserve 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 value of share options granted to the employees by the Company. In case of share options granted by the Company, the reserve will move to the share capital account on issue of shares.

(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

Under Ind AS, in cases 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

This reserve is created by debiting the statement of profit and loss account with the value of share options granted to the employees by parent Bank. This reserve is in the nature of an equity contribution by parent bank in respect of options granted by the parent.

22. InteReSt Income(` million)

for the year ended march 31, 2019

for the year endedmarch 31, 2018

(A) Interest income on financial assets measured at amortised cost :

(i) Fixed deposits with Banks 969.9 805.8 (ii) Funding and late payments 769.6 746.3 (iii) Other deposits 0.2 0.2 (B) Interest income on financial assets measured at fair

value through profit or loss : (i) Securities held for trade 51.7 22.0 (c) Interest income on financial assets measured at fair

value through ocI : - -

total 1,791.4 1,574.3


p/146


23. net GAIn on fAIR VAlue chAnGeS(` million)



(A) net gain/ (loss) on financial instruments at fair value through profit or loss

(i) profit/(loss) on sale of derivatives held for trade (net) 73.0 85.6 (ii) profit/(loss) on other securities held for trade 103.8 129.0 (B) others - profit/(loss) on sale of investments (net) at fair value

through profit or loss (10.8) 6.5

(c) total net gain on fair value changes 166.0 221.1 (d) fair value changes: - Realised 161.4 184.2 - Unrealised 4.6 36.9 total 166.0 221.1

24. otheR Income(` million)



(i) Net gain on foreign currency transaction and translation 8.9 - (ii) Interest on income tax refund 207.1 - total 216.0 -

25. fInAnce coStS(` million)



(A) net gain/ (loss) on financial liabilities measured at fair value through profit or loss

- -

(B) on financial liabilities measured at amortised cost: (a) Interest expense 412.6 483.3 (b) Other borrowing cost 7.1 8.0 total 419.7 491.3

26 ImpAIRment on fInAncIAl InStRumentS(` million)



(A) on financial instruments measured at fair value through ocI:

- -

(B) on financial instruments measured at amortised cost: (a) Loans (1.9) 4.6 (b) Others - On trade receivables 28.8 55.9 totAl 26.9 60.5


p/147


27. opeRAtInG eXpenSeS(` million)



(a) Bad and doubtful debts 22.3 12.6 (b) Transaction charges 104.4 100.9 (c) Turnover fees and stamp duty 38.1 25.1 (d) Custodial and depository charges 342.3 471.7 (e) Call centre charges 122.0 123.2 (f) Franking charges 152.5 149.4 (g) Scanning expenses 25.4 47.1 (h) Customer loss compensation 5.4 16.1 (i) Other operating expenses 37.2 32.9 total 849.6 979.0

28. emploYee BenefItS eXpenSeS(` million)



(a) Salaries and wages 4,805.5 4,796.9 (b) Contribution to gratuity / provident and other funds (refer

note 42) 280.4 255.3

(c) Share based payments to employees (refer note 39) 64.8 75.0 (d) Staff welfare expenses 262.3 220.1 total 5,413.0 5,347.3

29. otheR eXpenSeS(` million)



(a) Rent and amenities 664.2 648.0 (b) Insurance 4.1 3.8 (c) Travelling and conveyance expenses 243.9 223.0 (d) Business promotion expenses 90.9 124.3 (e) Repairs, maintenance, upkeep and others 431.5 412.8 (f) Rates and taxes 51.4 52.5 (g) Electricity expenses 77.5 63.2 (h) Communication expenses 166.7 181.7 (i) Loss on sale of property, plant and equipment (net) 4.6 16.8 (j) Advertisement and publicity 83.4 86.2 (k) printing and stationery 32.4 28.5 (l) Subscription and periodicals 91.0 83.5 (m) Legal and professional charges 104.5 109.2 (n) Director’s fees, allowances and expenses 6.5 5.1 (o) Auditor’s fees and expenses (refer note below) # 12.6 8.7 (p) Corporate Social Responsibility (CSR) expenses (refer note 33) 118.4 91.6 (q) Recruitment expenses 27.8 31.1 (r) Net loss on foreign currency transaction and translation - 19.3 (s) Royalty expenses 55.8 33.8 (t) Miscellaneous Expenses 8.5 - total 2,275.7 2,223.1


p/148


30. AppRoAch on eXemptIonS undeR Ind AS 101 fIRSt tIme AdoptIon of IndIAn AccountInG StAndARdS

first time adoption of Ind AS

For reporting periods up to and including the year ended March 31, 2018, the Company prepared its financial statements in accordance with Indian GAAp. The Company has prepared its financial statements in accordance with Ind AS prescribed under section 133 of the Act and other accounting principles generally accepted in India and as notified by Ministry of Corporate Affairs with the transition date being April 1, 2017. The impact of transition has been provided in the Opening Reserves as at April 1, 2017.

In preparing these financial statements, the Company has opted to avail the choices available for certain transitional provisions within Ind AS 101, ‘First time adoption of Indian Accounting Standards’, which offers exemption from applying specified Ind AS retrospectively. The most significant of these provisions are in the following areas:

i. Business combinations

The Company has elected not to apply Ind AS 103- Business Combinations, retrospectively to past business combinations that occurred before April 1, 2017 (transition date).

ii. deemed cost for property, plant and equipment and intangible assets

The Company has elected to continue with the carrying value for all of its property, plant and equipment and intangible assets as measured as per the previous GAAp and used that as its deemed cost as at the date of transition.

iii. classification and measurement of financial assets

At the transition date, the Company assessed the conditions for classification of financial assets and accordingly classified its financial assets at either amortised cost, fair value through other comprehensive income or fair value through profit and loss account, as appropriate, under the provisions of Ind AS 109, ‘Financial Instruments’.

iv. Share based payment transactions

The parent of the Company has issued share options to the eligible employees of the Company. The Company has elected not to apply recognition and measurement requirements under Ind AS 102 for share based payments for the options vested before the transition date. Options which remain unvested on the date of transition will be fair valued and entire cost till the transition date will be recorded through retained earnings and through the statement of profit and loss thereafter.

v. de-recognition of financial assets

The Company has elected to not recognise financial assets or financial liabilities which were de-recognised in accordance with its previous GAAp as a result of transactions that occurred before the transition date.

(` million)# for the year ended

march 31, 2019 for the year ended

march 31, 2018 (a) for audit fees 8.4 5.3

(b) for taxation matters 0.7 0.6

(c) for company law matters - -

(d) for other services (certification) 2.6 2.5

(e) for reimbursement of expenses 0.9 0.3

total 12.6 8.7


p/149


vi. Revenue from contracts with customers

The Company has availed the following practical expedients in applying the standard retrospectively:

a. For completed contracts within the same annual reporting period, no restatement has been done;

b. For completed contracts that have variable consideration, the Company has used the transaction price at the date the contract was completed rather than estimating variable consideration amounts in the comparative reporting periods; and

c. For all reporting periods presented before the beginning of the first Ind AS reporting period, no disclosures of the amount of transaction price allocated to the remaining performance obligations have been done.

vii. Investments in subsidiaries

The financial statements prepared are separate financial statements. The Company has elected to measure investment in subsidiaries at deemed cost (previous GAAp carrying amount) as per Ind AS 27.

Reconciliation of net worth and net income between Indian GAAp and Ind AS financial statements.

A. Reconciliation of shareholders’ equity as per Indian GAAp and Ind AS financial statements

(` in million)particulars note As at

April 1, 2017As on

march 31, 2018net-worth as per Indian GAAp 4,850.5 8,250.9Adjustments under Ind AS : Fair valuation of securities (a) 27.7 29.7Commercial paper borrowing cost adjustment (b) 0.8 0.9 Lease rent adjustment (d) 174.2 206.4 Allowances for expected credit losses (e) (10.2) (4.6) Deferment of revenue (f) (5.0) (15.5) Valuation of security deposits (g) (7.2) (11.1)Deferred tax on adjustments (h) (61.0) (70.2)total impact on net worth 119.3 135.6total shareholders’ equity as per Ind AS financial statements

4,969.8 8,386.5

B. Reconciliation of net profit as per Indian GAAp and Ind AS financial statements

(` in million)particulars note for the year ended

march 31,2018net profit as per Indian GAAp 5,533.6Adjustments on account of:Fair valuation of securities (a) 2.0Commercial paper borrowing cost adjustment (b) 0.1Accounting for compensation costs (c) (50.3)Lease rent adjustment (d) 32.2Allowances for expected credit losses (e) 5.6Deferment of revenue (f) (10.5)Valuation of Security Deposits (g) (3.9)Deferred tax on adjustments (h) (17.8)net profit as per Ind AS financial statements 5,491.0


p/150


(` in million)particulars note for the year ended

march 31,2018Re-measurement of net-defined employee benefits plan (24.7)Deferred Tax benefit/(expense) 8.6total comprehensive income as per Ind AS financial statements 5,474.9

c. Reconciliation of Statement of cash flows

There were no material differences between the Statement of Cash Flows presented under Ind AS and the previous GAAp.

notes to the reconciliations.

(a) Valuation of debt and equity securities:

Under Indian GAAp, investments that are acquired with the intention of holding them for not more than one year from the date on which such investments are made, are considered as current investment and shown as securities for trade. Investments acquired with the intention of holding for more than one year from the date on which such investments are made are classified as long-term investments. The securities held as securities for trade is carried at cost or market value, determined on an individual investment basis, whichever is lower. Accordingly, only mark-to-market losses on securities held as securities for trade is recognised in the statement of profit and loss while gains are ignored. Long term investments are carried at acquisition cost after providing for diminution in value, if such diminution is other than of a temporary nature. As per Ind AS, all financial assets have to be classified at ‘amortised cost’, ‘fair value through other comprehensive income’ or ‘fair value through profit and loss’. These classifications are based on the business model test and the contractual cash flow test. Under Indian GAAp, unrealized gains were not accounted in the books. Under Ind AS, unrealized gains have been accounted in the statement of profit and loss.

This has resulted in an increase in retained earnings in April 2017 and March 2018 of ` 27.7 million and ` 29.7 million respectively and an increase in the net profit for the year ended March 2018 of ` 2.0 million.

(b) effective Interest rate on borrowings

Under Indian GAAp, expenses incurred on the issue of commercial paper were expensed when incurred. Under Ind AS, the interest is calculated on effective interest rate basis. This has resulted in an increase in net profit of ` 0.1 million for the year ended March 31, 2018 and an increase in the retained earnings of ` 0.8 million in April 2017 and ` 0.9 million in March 2018.

(c) Accounting for compensation costs:

Under Indian GAAp, the Company did not account for the ESOps granted by the parent to its employees. Under Ind AS, the Company has accounted for the unvested portion of the ESOp’s granted to its employees by the parent on the transition date in its statement of profit and loss.

Under Indian GAAp, actuarial gains/losses are recognized on the balance sheet of the enterprise in the year in which they arise through suitable credit/debit in the statement of profit and loss of the year. Under Ind AS, remeasurements of the net defined benefit liability which comprise of actuarial gains/losses and the return on plan assets are recognised in Other Comprehensive Income. The amount lying in the Other Comprehensive Income never recycles back to income statement. Both of these have resulted in a net decrease in the net profit of ` 50.3 million for the year ended March 31, 2018. There is no net worth impact on accounting for the options granted at fair value.


p/151


(d) lease rent escalation:

Under Indian GAAp, lease payments under an operating lease are recognised as an expense in the statement of profit and loss on a straight-line basis over the lease term, unless another systematic basis is more representative of the time pattern of the users benefit. Under Ind AS, lease payments under an operating lease are recognised as an expense in the statement of profit and loss on a straight-line basis over the lease term unless (a) another systematic basis is more representative of the time pattern of the user's benefit; or (b) the payments to the lessor are structured to increase in line with expected general inflation for cost increases. The Company has accounted for the lease payments without considering the straight lining effect over the lease term.

This has resulted in an increase in retained earnings of ` 174.2 million in April 2017 and ` 206.4 in March 2018 and a credit to the statement of profit and loss of ` 32.2 million for the year ended March 31, 2018.

(e) Impairment of financial assets:

Under Indian GAAp, the Company recognized impairment on loans and trade receivables based on the ageing of the due balance. Under Ind AS, the Company applies the expected credit loss model (ECL) for measurement and recognition of impairment loss. The loans are categorized into three stages and the 12 month or lifetime expected loss as applicable is calculated. The Company recognizes lifetime expected credit loss for trade receivables. The Company considers outstanding for more than 90 days for calculation of expected credit loss.

This has resulted in a reduction in the retained earnings by ` 10.2 million and ` 4.6 million in April 2017 and March 2018 respectively and a credit in the statement of profit and loss of ` 5.6 million for the year ended March 31, 2018.

(f) Accounting for revenue:

Under Ind AS, the Company has considered the revenue in case of its investment banking and training fee income on completion of the performance obligation as required in the Ind AS 115. This has resulted in a decrease in retained earnings by ` 5.0 million and ` 15.5 million in April 2017 and March 2018 respectively and a debit in the statement of profit and loss of ` 10.5 million for the year ended March 31, 2018.

(g) Accounting for security deposits:

Under Indian GAAp, the security deposits given were accounted on the transaction price. Ind AS requires such assets to be recognized at present value. This has led to a decrease in the value of the security deposits on the date of transition which was adjusted in the retained earnings. The excess of the principal amount of the deposit over its fair value shall be recognized as rent expense which shall be amortized to profit or loss on a straight-line basis over the lease term, partially set off by the notional interest income recognised on such deposit. The increase in interest income is known as unwinding of interest accounted under other income.

The above transition has impacted a decrease in retained earnings by ̀ 7.2 million and ̀ 11.1 million in April 2017 and March 2018 respectively and a debit in the statement of profit and loss of ` 3.9 million for the year ended March 31, 2018.

(h) deferred tax asset/liability

The transitional Ind AS adjustments has led to temporary differences in the tax and accordingly deferred tax impact on these adjustments has been accounted.


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31. eARnInGS peR ShARe The computation of basic and diluted earnings per share is given below:

(` million)particulars Year ended

march 31, 2019Year ended

March 31, 2018Net profit after tax (` million) (A) 4,869.2 5,491.0Weighted average number of equity shares outstanding for basic EpS (in million) (B)

322.1 322.1

Basic earnings per share (`) (A) / (B) 15.12 17.05Add: Weighted average number of potential equity shares on account of employee stock options (in millions) (C)

0.1 -

Weighted average number of equity shares outstanding for diluted EpS (in million) (D) = (B)+(C)

322.2 322.1

Diluted earnings per share (`) (A) / (D) 15.11 17.05Nominal value per share (`) 5.00 5.00

32. RelAted pARtY dIScloSuReS As per Indian Accounting Standard on related party disclosures (Ind AS 24), the names of the related parties of the

Company are as follows:


Holding Company : ICICI Bank LimitedSubsidiary Companies : ICICI Securities Holding Inc.ICICI Securities Inc. (Step down Subsidiary)

B. other related parties where transactions have occurred during the year

a. fellow Subsidiaries: ICICI Securities primary Dealership Limited; ICICI prudential Life Insurance Company Limited; ICICI

Lombard General Insurance Company Limited; ICICI prudential Asset Management Company Limited; ICICI Home Finance Company Limited; ICICI Venture Funds Management Company Limited.

b. IcIcI Securities employees Group Gratuity fund

c. directors and Key management personnel of the companyi) Vinod Kumar Dhall – Chairman (wef October 19, 2018) ii) Ashvin parekh – Independent Directoriii) Subrata Mukherji – Independent Directoriv) Vijayalakshmi Iyer – Independent Directorv) Anup Bagchi – Director (wef October 11, 2018)vi) Shilpa Kumar – Managing Director and CEOvii) Ajay Saraf – Executive Directorviii) Chanda Kochhar – Chairperson (till October 5, 2018)ix) Vishakha Mulye – Director (till October 5, 2018)


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d. Key management personnel of parent i) Sandeep Bakhshi – Managing Director and CEO of ICICI Bank Limited

(wef October 15, 2018) ii) Vijay Chandok – Executive Director of ICICI Bank Limited

iii) Anup Bagchi – Executive Director of ICICI Bank Limitediv) Vishakha Mulye – Executive Director of ICICI Bank Limitedv) Dileep Choksi – Executive Director of ICICI Bank Limitedvi) Chanda Kochhar – Managing Director and CEO of ICICI Bank Limited

(till October 5, 2018) vii) N. S. Kannan – Executive Director of ICICI Bank Limitedviii) Mahendra Sharma – Non-Executive Director of ICICI Bank Limited (till June 30, 2018)

e. Relatives of Key management personneli) Sarika Saraf – Spouse of Mr. Ajay Sarafii) Ayuj Saraf – Son of Mr. Ajay Sarafiii) Avantica Saraf – Daughter of Mr. Ajay Sarafiv) Animesh Bagchi – Father of Mr. Anup Bagchiv) Shishir Bagchi – Brother of Mr. Anup Bagchivi) Arun Bagchi – Brothers of Mr. Anup Bagchivii) poornima Choksi – Spouse of Mr. Dileep Choksiviii) Udayan Choksi – Son of Mr. Dileep Choksiix) Mona Bakhshi – Spouse of Mr. Sandeep Bakhshix) Shivam Bakhshi – Son of Mr. Sandeep Bakhshixi) Esha Bakhshi – Daughter of Mr. Sandeep Bakhshixii) Minal Bakhshi – Daughter of Mr. Sandeep Bakhshixiii) Ashwin pradhan – Son in-law of Mr. Sandeep Bakhshixiv) puneet Sharma – Son of Mr. Mahendra Sharmaxv) purva Sharma – Daughter in-law of Mr. Mahendra Sharmaxvi) Abhilash Mana – Son in-law of Mr. Tushaar Shah

f. entity controlled or jointly controlled by Kmp of IcIcI Bank: IcIcI foundation for Inclusive Growth


Income and expense items: (for the year ended)

(` million)

nature of transaction

holding company

Subsidiary company

fellow Subsidiary companies

march 31, 2019

march 31, 2018

march 31, 2019

march 31, 2018

march 31, 2019

march 31, 2018

Income from services and brokerage (commission and fees)

254.3 257.5

ICICI Home Finance Company Limited

9.6 1.9

ICICI prudential Life Insurance Company Limited

549.9 513.2

ICICI Securities primary Dealership Limited

0.5 0.6


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(` million)


holding company

Subsidiary company


march 31, 2019

march 31, 2018

march 31, 2019

march 31, 2018

march 31, 2019

march 31, 2018


10.8 9.1

ICICI prudential Asset Management Company Limited

142.2 183.6

ICICI Securities Inc - 11.4ICICI Venture Funds Management Company Limited

0.5 0.5

Interest income 107.9 86.9 Staff expenses 25.1 12.6 ICICI Securities primary Dealership Limited

(0.4) (0.2)


0.71 3.5 1


94.52 92.1 2


3.9 (0.1)

operating expenses 469.3 633.1 ICICI Securities Inc 197.8 214.7 other expenses 249.7 211.1 ICICI Securities Inc 10.5 ICICI Lombard General Insurance Company Limited

3.0 3.6


1.5 1.0


1.9 1.8

finance cost 4 2.4 6.2 dividend paid 1,939.63 1,771.8Sale of bondICICI Securities primary Dealership Limited

250.6 -

1 Excludes an amount of ` 4.1 million (March 31, 2018: ` 3.5 million), received as premium by ICICI prudential Life Insurance Company Limited from customers of the Company under the Group Insurance policy. The premium is paid by the customers directly to ICICI prudential Life Insurance Company Limited.2 Excludes an amount of ` 34.4 million (March 31, 2018: ` 27.7 million) received towards reimbursement of claims submitted by the employees under group health insurance policy.3 Includes final dividend for Financial Year 2018 and interim dividend for Financial Year 2019.4 The Company has a credit facility of ` 5,900.0 million (March 31, 2018: ` 6,000.0 million) from ICICI Bank Limited. The balance outstanding

as on March 31, 2019 is Nil (March 31, 2018: Nil).

The Company has contributed ` 35.0 million (March 31, 2018: Nil) to ICICI Securities Group Gratuity Fund during the year.

The Company has contributed ` 88.8 million (March 31, 2018: ` 86.8 million) to ICICI Foundation for contribution towards CSR.


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Balance Sheet Items: (outstanding As on)

(` million)nature of transaction holding

company Subsidiary company


march 31, 2019

march 31, 2018

march 31, 2019

march 31, 2018

march 31, 2019

march 31, 2018

Share capital 1,276.1 1,276.1 payables 113.8 94.8 ICICI Lombard General Insurance Company Limited

0.6 0.7


0.4 0.1


- 0.2

ICICI Securities Inc 35.1 87.8 - - fixed assets purchases 0.8 - ICICI prudential Life Insurance Company Limited

- 1.7


- 1.0

Investment ICICI Securities Holding Inc. 122.7 122.7 fixed deposits(` 374.2 kept as collateral security towards bank guarantees. previous year ` 374.2 )

1,492.9 1,717.6

Accrued interest Income 64.0 59.1Bank balance(Net of current liabilities of ` 0.8 previous year ` 0.8)

18,226.0 1,290.4

deposit 2.3 2.6 ICICI Lombard General Insurance Company Limited

0.1 0.1

loans & advances (including prepaid expenses)

0.6 0.1


3.7 5.7


2.8 2.5


0.1 0.1

other assets 0.6 545.9 Receivables ICICI prudential Life Insurance Company Limited

72.3 17.7


0.5 1.1


10.1 22.6


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(` million)nature of transaction holding

company Subsidiary company


march 31, 2019

march 31, 2018

march 31, 2019

march 31, 2018

march 31, 2019

march 31, 2018


3.9 0.2


0.6 2.1


0.6 -

Accrued income 13.1 8.6 ICICI Lombard General Insurance Company Limited

0.5 0.6


- 33.7


34.5 1.9


0.8 0.1

Key management personnel The details of compensation paid for the year ended March 31, 2019 as below –

(` million)particulars Shilpa Kumar Ajay Saraf

march 31, 2019 march 31, 2018 march 31, 2019 march 31, 2018Short term employee benefits 40.2 27.9 31.3 26.1post employment benefits* 2.6 3.8 2.0 2.3total 42.8 31.7 33.3 28.4

*As the liabilities for gratuity and leave compensation are provided on an actuarial basis for the Company as a whole, the amounts pertaining to the key management personnel is not included above.

The compensation paid includes bonus paid, long term incentives paid and contribution to provident fund.

The Directors have received share options of ICICI Bank Limited and ICICI Securities Limited. The cost of the options granted to the Directors for the year ended March 31, 2019 is ` 53.0 million.

The Company has paid ̀ 0.5 million (previous year ̀ 0.5 million) to the relative of director towards scholarship under employee benefit policy. Also, the Company has received brokerage amounting to ` 2.1 million (previous year ` 0.1 million) from the key management personnel and ` 0.1 million (previous year ` Nil) from relatives of the key management personnel.

During the year ended March 31, 2019, the Company paid dividend amounting to ` 0.2 million (previous year `Nil) to its KMps and their relatives who are shareholders. This dividend includes final dividend for Financial Year 2018 and interim dividend for Financial Year 2019.

During the year the Company has paid ` 3.5 million (previous year ` 3.1 million) sitting fees to the Directors of the Company. The Company also provided for commission for Financial Year 2019 amounting to ` 3.0 million (previous year ` 2.0 million) to the Independent Directors of the Company.


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33. StAtement of coRpoRAte SocIAl ReSponSIBIlItY eXpendItuRe

(` million)

Year ended march 31, 2019


a Gross amount required to be spent during the year 118.4 91.5b Amount spent during the period on (i) Construction/acquisition of any asset - - (ii) On purposes other than (i) above - in cash 118.4 91.6Out of the above, contribution made to related party is as below ICICI Foundation for Inclusive Growth 88.8 86.8

34. contInGent lIABIlItIeS

1. tax matters:

(` million)As at

march 31, 2019As at

march 31, 2018Disputed direct tax matters under appeal 960.6 1,046.3Disputed indirect tax matters under appeal 484.0 156.1

2. Recent Judgement on provident fund

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.

ii. The Company’s pending litigations comprise of claims against the Company pertaining to proceedings pending with Income Tax, Sales tax/VAT, 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 financial results.

iii. The Company does not expect any reimbursements in respect of the above contingent liabilities.

35. cApItAl commItmentS Estimated amount of contracts remaining to be executed on capital account and not provided for is ` 45.8 million

(March 31, 2018: ` 17.3 million).

36. mIcRo And SmAll enteRpRISeS There are no micro, small and medium enterprises, to which company owes dues, as at March 31, 2019. This

information is required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 that has been determined to the extent such parties have been identified on the basis of information available with the Company.


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37. leASe The Company’s significant leasing arrangements are in respect of operating leases for premises which are

renewable on mutual consent at agreed terms. Certain agreements provide for cancellation by either party or certain agreements contains clause for escalation and renewal of agreements. The non-cancellable operating lease agreements are ranging for a period 3 to 7 years. There are sub-lease agreements which are renewable on mutual consent at agreed terms. The aggregate lease rentals payable are charged to the statement of profit and loss. The Company has also obtained office equipment and furniture and fixtures on operating lease. The lease period for these also range from 3 to 5 years.

There are no restrictions placed upon the lessee by entering into these leases (e.g., such as those concerning dividends, additional debt and further leasing).

Lease payments recognized in the statement of profit and loss during the year are as follows:



march 31, 2018Lease rentals 596.6 568.3

Future minimum rentals payable under non-cancellable operating lease as at March 31, 2019 are, as follow:

(` million)

particulars Year ended march 31, 2019


future minimum lease rentals payable - Not later than one year 144.5 139.6- Later than one year but not later than five years 529.7 540.8- Later than five years 10.5 136.8

Total minimum sublease payments expected to be received under non-cancellable operating subleases for each of the following periods:



march 31, 2018future minimum lease rentals receivable - Not later than one year 17.9 35.0- Later than one year but not later than five years - 17.9- Later than five years - -


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38. chAnGe In lIABIlItIeS ARISInG fRom fInAncInG ActIVItIeS

(` million)particulars April 1, 2018 cash

flowschanges infair values

others* march 31, 2019

Debt securities 6,724.2 (2,263.5) - 12.3 4,473.0

(` million)particulars April 1, 2017 cash

flowschanges infair values


Debt securities 3,953.4 2,753.5 - 17.3 6,724.2

*includes the effect of accrued but not paid interest on borrowing, amortisation of processing fees etc.

39. ShARe BASed pAYmentS

A. employees Stock option Scheme, 2017 (eSoS- 2017)

The Company has formulated the ICICI Securities Limited - Employees Stock Option Scheme, 2017 (ESOS- 2017). This scheme envisaged grant of share options to eligible employees to enhance employee motivation, to enable employees to participate in the long term growth and financial success of the Company and to act as a retention mechanism, by enabling employee participation in the business as an active stakeholder to usher in an ‘owner-manager’ culture.

The Members of the Company had, at the Extra-ordinary General Meeting held on December 8, 2017, approved the ICICI Securities Limited - Employees Stock Option Scheme, 2017 (ESOS- 2017) Scheme. pursuant to Regulation 12 of the SEBI Regulations, the Company could not make any fresh grant which involved allotment or transfer of shares to its employees under any scheme formulated prior to its initial public offer and listing of its equity shares, unless such scheme is ratified by the shareholders of the Company. The equity shares of the Company were listed on National Stock Exchange of India Limited and BSE Limited with effect from April 4, 2018 and accordingly, the Scheme alongwith some amendments, was ratified by the shareholders of the Company at the Annual General Meeting held on August 30, 2018. The amendments were done to align the Scheme to ICICI Group norms and market practice. No grants had been made under the Scheme before its ratification.

The scheme is compliant with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014. pursuant to SEBI (Share Based Employee Benefits) Regulations, 2014, options are granted by the Board Governance, Remuneration & Nomination Committee (BGRNC) and approved by the Board.

Eligibility as defined in the scheme “ESOS – 2017” means (i) permanent employee of the Company who has been working in India or outside India, or (ii) a director of the Company whether a whole time director or not but excluding an independent director, or (iii) employees of the Subsidiaries of the Company (the ‘Subsidiaries’), or (iv) employees of the Holding Company of the Company (the ‘Holding Company’). Under this scheme, the maximum number of options granted to any eligible employee/director in a financial year shall not, except with the approval of the Board of Directors of ICICI Securities Limited, exceed 0.10% of the issued shares of the Company at the time of grant of options and the aggregate of all such options granted to the eligible employees shall not exceed 5% of the aggregate of the number of issued shares of the Company, from time to time, on the date(s) of grant of option(s). The options granted but not vested and the options vested but not exercised in accordance with this Scheme or the Award Confirmation or the Vesting Confirmation shall terminate and the shares covered by such terminated options shall become available for future grant under this Scheme.


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During the year, the Company granted options to its Directors. The details are as follows:

Scheme Year date of Grant

number of options granted

Vesting conditions exercise period

exercise price (`) per share

ESOS -2017 2019 October 19, 2018

176,700 30% of the options would vest on October 19, 2019, 30% of the options would - vest on October 19, 2020 and the balance 40% of the options would - vest on October 19, 2021.

5 years from date of vesting.

256.55

the activity in the stock option plan is summarized below:

Scheme Year outstanding at the beginning of the year

Granted during the year

forfeited during the year

exercised during the year

expired during the year

outstanding atthe end of theyear

exercisable at the end of theyear

ESOS -2017 2019 Nil 176,700 Nil Nil Nil 176,700 Nil

The fair value of the underlying shares has been determined by an independent valuer. The following assumptions were used for calculation of fair value of grants in accordance with the Black- Scholes options pricing model. The fair value of the options granted in Financial Year 2019 is ` 90.08

Year ended march 31, 2019Risk free interest rate 7.74% to 7.89%Expected life of options 3.51 to 5.51 yearsExpected volatility 41.94% to 43.71%Expected dividend yield 3.66%

The period for volatility has to be adequate to represent a consistent trend in price movements. The Company was listed on April 4, 2018. Hence, due to insufficiency of data, the Company has considered market prices of peer companies for calculating volatility.

During the year, ` 4.1 million was charged to the profit and loss account in respect of equity-settled share-based payment transactions (March 2018: ` Nil).

B. IcIcI Bank employee Stock option Scheme

During the year, ` 60.7 million was charged to the profit and loss account in respect of equity-settled share-based payment transactions (March 2018: ` 75.0 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.

The details of the options granted to eligible employees of the Company by ICICI Bank Limited are as follows:

In terms of the ESOS of the parent Bank, the options are granted to eligible employees and Directors of the Bank and its subsidiaries. As per the ESOS, as amended, the maximum number of options granted to any eligible employees/Directors in a financial year shall not exceed 0.05% of the parent Bank’s issued equity shares at the time of the grant of the options and aggregate of all such options shall not exceed 10% of the aggregate number of the parent Bank’s issued equity shares on the date(s) of the grant of options in line with SEBI Regulations.


p/161


Options granted prior to March 2014, vested in a graded manner over a four-year period with 20%, 20%, 30% and 30% of the grants vesting in each year, commencing from the end of 12 months from the date of grant. Options granted after March 2014, vest in a graded manner over a three-year period with 30%, 30% and 40% of the grant vesting in each year, commencing from the end of 12 months from the date of grant.

In April 2016, the parent bank modified the exercise period from 10 years from the date of grant or five years from the date of vesting, whichever is later, to 10 years from the date of vesting of options. In June 2017, the exercise period was further modified by the parent Bank to not exceed 10 years from the date of vesting of options as may be determined by the Board Governance, Remuneration & Nomination Committee of the parent Bank to be applicable for future grants. In May 2018, exercise period was further modified by the parent Bank to not exceed 5 years from the date of vesting of options as may be determined by the Board Governance, Remuneration & Nomination Committee of the parent Bank to be applicable for future grants.

40. SIGnIfIcAnt InVeStment In the SuBSIdIARIeS

name of the company principal place of business holding/Subsidiary/Associate

% ofsharesheld

ICICI Securities Holdings, Inc 275 Madison Annual Suite 1417, New York, NY 10016, USA

Wholly-ownedSubsidiary

100%

ICICI Securities, Inc 275 Madison Annual Suite 1417, New York, NY 10016, USA

Step-downSubsidiary

100%

41. Income tAXeS

A. the major components of income tax expense for the year are as under:



march 31, 2018current tax In respect of current year 2,721.5 3,129.2 total (A) 2,721.5 3,129.2 deferred tax Origination and reversal of temporary differences (46.9) (140.8) Impact of change in tax rate 7.2 - total (B) (39.7) (140.8) Income tax recognised in the statement of profit and loss (A+B)

2,681.8 2,988.4

Income tax expenses recognized in ocI Re-measurement of defined employee benefit plans (40.2) (24.7) Income tax relating to items that will not be classified to profit or loss

14.3 8.6

total (25.9) (16.1)


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B. Reconciliation of tax expenses and the accounting profit for the year is as under:



march 31, 2018profit before tax 7,551.0 8,479.4Enacted tax rate in India 34.944% 34.608%Income tax expenses calculated (Refer Note below) 2,638.6 2,934.6 Tax on expense not tax deductible 84.6 195.6Tax on income exempt from tax (1.7) (1.0) total tax expenses as per profit and loss 2,721.5 3,129.2

The applicable Indian corporate statutory tax rate for the year ended March 31, 2019 and March 31, 2018 is 34.944% and 34.608% respectively. The increase in corporate statutory tax rate to 34.944% is consequent to changes made in the Finance Act, 2018.

c. movement of deferred tax assets and liabilities


(` million)movement during the year ended march 31, 2019

As at April 1, 2018

credit/ (charge) in the

Statement of profit and

loss

credit/(charge) in other

comprehensive Income

As at march 31,

2019

Difference between book and tax depreciation

58.6 (1.7) - 56.9

Allowance for doubtful debts and advances

46.5 9.9 - 56.4

provisions for expenses allowed for tax when actually paid

385.6 15.2 - 400.8

Fair value gain/(loss) on investments

(3.6) 1.2 -

(2.4)

provision for post-retirement benefit

161.5 21.0 14.3 196.8

Other temporary differences 17.5 (5.9) - 11.6 net deferred tax assets/ (liabilities)

666.1 39.7 14.3 720.1


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(` million)movement during the year ended march 31, 2018

As at April 1, 2017

credit/ (charge) in the

Statement of profit and loss

credit/(charge) in other

comprehensive Income

As at march 31,

2018


44.1 14.5

- 58.6


25.5 21.0 - 46.5


315.3 70.3 - 385.6


(2.5) (1.1) - (3.6)


125.0 27.9 8.6 161.5

Other temporary difference 9.3 8.2 - 17.5 net deferred tax assets/ (liabilities)

516.7 140.8 8.6 666.1

d. the company has the following unused tax losses for which no deferred tax asset has been recognised in the Balance Sheet.

(` million)particulars financial

YearAs at march

31, 2019expiry date As at march

31, 2018expiry date

Capital loss under Income Tax Act, 1961

2012-2013 0.7 March 31, 2021 0.7 March 31, 2021

totAl 0.7 0.7

42. emploYee BenefItS

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.

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 INR 20,000,000.


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The following table summarizes the components of net expenses for gratuity benefits recognised in the statement of profit and loss, other comprehensive income and the amounts recognised in the balance sheet.

(` million)Sr. no particulars Year ended


March 31, 2018Reconciliation of defined benefit obligation (dBo) : change in defined Benefit obligation

(i) Opening defined benefit obligation 468.3 398.7 (ii) Current Service cost 61.6 54.2 (iii) past service cost - 1.4 (iv) Interest cost 31.1 24.3 (v) Actuarial (gain) / loss from changes in financial assumptions 10.0 (14.5)(vi) Actuarial (gain) / loss from changes in demographic

assumptions5.4 5.3

(vii) Actuarial (gain) / loss on account of experience changes 25.7 34.5 (viii) Benefits paid (34.2) (48.7)(ix) Liabilities assumed on inter group transfer 1.1 13.0 (x) closing defined benefit obligation 569.0 468.3

movement in plan assets (i) Opening fair value of plan assets 6.3 40.5 (ii) Interest on plan assets 0.0 0.9 (iii) Actual return on plan assets less interest on plan assets 0.9 0.6 (iv) Contributions by employer 35.0 - (v) Assets acquired / (settled) 1.2 13.0 (vi) Benefits paid (34.2) (48.7)

closing fair value of plan assets 9.2 6.3 Balance sheet net asset / (liability) recognised in the balance sheet:

(i) present value of the funded defined benefit obligation 569.0 468.2 (ii) Fair value of plan assets at the end of the year 9.2 6.3

liability recognized in the balance sheet (i-ii) 559.8 461.9

Statement of profit and loss expenses recognised in the Statement of profit and loss:

(i) Current Service cost 61.6 54.2 (ii) Interest on net defined benefit obligation 31.1 23.5 (iii) past Service Cost - 1.4

total included in ‘employee benefits expense (i+ii+iii) 92.7 79.1


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March 31, 2018Statement of other comprehensive Income (ocI) opening amount recognised in ocI outside statement of profit and loss

75.8 51.1

Remeasurements during the period due to - changes in financial assumptions 10.0 (14.5)- changes in demographic assumptions 5.4 5.3 - Experience adjustment 25.7 34.5 - Annual return on plan assets less interest on plan assets (0.9) (0.6)closing amount recognised in ocI outside statement of profit and loss

116.0 75.8

Assumptions used for GratuityInterest rate (p.a.) 7.00% 7.30%Salary escalation rate (p.a.) 7.00% 7.00%estimated rate of return on plan assets (p.a.) 8.00% 8.00%

Sensitivity Analysis The key actuarial assumptions to which the benefit obligation results are particularly sensitive to are discount rate

and future salary escalation rate. The following table summarizes the change in defined benefit obligation and impact in percentage terms compared with the reported defined benefit obligation at the end of the reporting period arising on account of an increase or decrease in the reported assumption by 50 basis points.

particulars discount Rate Salary escalation rate

Defined Benefit obligation on increase in 50 bps 552.5 586.3 Impact of increase in 50 bps on DBO -2.91% 3.04%Defined Benefit obligation on decrease in 50 bps 586.5 552.4 Impact of decrease in 50 bps on DBO 3.07% -2.91%

These sensitivities have been calculated to show the movement in defined benefit obligation in isolation and assuming there are no other changes in market conditions at the accounting date. There have been no changes from the previous periods in the methods and assumptions used in preparing the sensitivity analyses.

Investment details of plan assets


Year ended March 31, 2018

Insurer managed funds 8.7 8.7Others 0.5 0.5Reconciliation of plan assets during the inter-valuation period opening fair value of plan assets 6.3 40.5Employer contributions 35.0 0Settlements from the Fund (34.2) (48.7)Interest accrued to the Fund 0.9 0.9Actual return on plan assets less interest on plan assets - 0.6Assets acquired / (settled) 1.2 13.0closing fair value of plan assets 9.2 6.3


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projected plan cash flow:

The table below shows the expected cash flow profile of the benefits to be paid to the current membership of the plan based on past service of the employees as at the valuation date:

maturity profile `

Expected benefits for year 1 92,122,394 Expected benefits for year 2 75,818,833 Expected benefits for year 3 68,098,557 Expected benefits for year 4 63,118,108 Expected benefits for year 5 85,839,673 Expected benefits for year 6 48,905,860 Expected benefits for year 7 46,329,886 Expected benefits for year 8 49,688,644 Expected benefits for year 9 62,853,993 Expected benefits for year 10 and above 346,392,610

The weighted average duration to the payment of these cash flows is 5.97 years

The Company has made a provision towards gratuity for its employees of the Oman Branch amounting to ` 3.1 million (previous year ` 4.6 million)

compensated Absence The liability towards compensated absences for the year ended March 31, 2019 is based on actuarial valuation

carried out by using the projected unit credit method.

Assumptions Year ended march 31, 2019


Interest rate (p.a.) 7.00% 7.30%Salary escalation rate (p.a.) 7.00% 7.00%

long term Incentive plan Liability for the scheme is determined based on actuarial valuation which has been carried out using the projected

unit credit method.



Interest rate (p.a.) 6.65% 6.80%

Interest rate assumption in case of subsidiary is 2.25% (previous year 2.20%)

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 2 days as per the settlement cycle. Amount not recovered and which remain overdue for a period exceeding 90 days, are provided for.


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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, Bank, Insurance Company etc. to procure 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 also conducts

a. education training programs

b. provide financial planning services to its customers.

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 Financial Year 2019 :

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. 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.


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Revenue recognised in the reporting period that was included in the contract liability balance at the beginning of the period and the movement thereof: -

(` million)nature of contract opening Balance Revenue recognised

during the yearclosing Balance

2018-19 2017-18 2018-19 2017-18 2018-19 2017-18Financial planning Services 3.8 5.8 77.8 52.4 50.8 3.8Training Fees 10.0 - 49.9 73.9 25.2 10.0Signing Fee 5.0 3.0 5.0 3.0 13.3 5.0prepaid Brokerage 2,320.5 2,012.0 1,064.5 1,329.4 2,610.3 2,320.5

Reconciliation of amount of revenue recognised in the statement of profit and loss with the contracted price.

(` million)particulars 2018-19 2017-18Revenue from the Contracts (as per Contract) 15,787.3 17,595.1Less :- Discounts/Incentive to Customers 729.3 825.4Revenue from the Contracts (as per Statement of profit and Loss) 15,058.0 16,769.7

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 approximate fair value due to the short maturity of these instruments.

The carrying value of financial instruments by categories as of March 31, 2019 is as follows:

(` million)Amortised

costfair value

through p&lfair value

through ocItotal

carrying value

total fair value

Assets:Cash and cash equivalents 18,632.5 - - 18,632.5 18,632.5Other balances with banks 12,575.4 - - 12,575.4 12,575.4Securities for trade - 2,563.1 - 2,563.1 2,563.1Trade receivables 4,766.7 - - 4,766.7 4,766.7Loans 4,032.7 - - 4,032.7 4,032.7Investments (excluding subsidiary)

- 28.5 - 28.5 28.5

Other financial assets 810.4 - - 810.4 810.4total 40,817.7 2,591.6 - 43,409.3 43,409.3liabilities:Derivative financial instruments - 17.0 - 17.0 17.0Trade payables 23,391.2 - - 23,391.2 23,391.2Debt Securities 4,473.0 - - 4,473.0 4,473.0Deposits 45.3 - - 45.3 45.3Other financial liabilities 2,284.9 - - 2,284.9 2,284.9total 30,194.4 17.0 - 30,211.4 30,211.4


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(` million) Amortised

costfair value


through ocItotal

carrying value

total fair

valueAssets:Cash and cash equivalents 1,567.1 - - 1,567.1 1,567.1Other balances with banks 13,688.9 - - 13,688.9 13,688.9Securities for trade - 379.2 - 379.2 379.2Trade receivables 3,098.1 - - 3,098.1 3,098.1Loans 5,782.3 - - 5,782.3 5,782.3Investments (excluding subsidiary)

39.3 39.3 39.3

Other financial assets 1,208.0 1,208.0 1,208.0total 25,344.4 418.5 - 25,762.9 25,762.9liabilities:Derivative financial instruments - 1.6 - 1.6 1.6Trade payables 6,198.7 - - 6,198.7 6,198.7Debt Securities 6,724.2 - - 6,724.2 6,724.2Deposits 46.7 - - 46.7 46.7Other financial liabilities 1,628.1 - - 1,628.1 1,628.1total 14,597.7 1.6 - 14,599.3 14,599.3

The carrying value of financial instruments by categories as of April 01, 2017 is as follows:

(` million) Amortised

costfair value


through ocItotal

carrying value

total fair

valueAssets:Cash and cash equivalents 1,052.6 - - 1,052.6 1,052.6Other balances with banks 8,701.1 - - 8,701.1 8,701.1Securities for trade 315.1 - 315.1 315.1Trade receivables 7,087.4 - - 7,087.4 7,087.4Loans 49.6 - - 49.6 49.6Investments (excluding subsidiary)

44.7 44.7 44.7

Other financial assets 764.6 - - 764.6 764.6total 17,655.3 359.8 - 18,015.1 18,015.1

liabilities:Derivative financial instruments - 5.6 - 5.6 5.6Trade payables 4,870.1 - - 4,870.1 4870.1Debt Securities 3,953.4 - - 3,953.4 3,953.4Deposits 33.2 - - 33.2 33.2Other financial liabilities 1,824.1 - - 1,824.1 1,824.1total 10,680.8 5.6 - 10,686.4 10,686.4


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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.

The following table summarises financial instruments measured at fair value on recurring basis:

(` million)As at march 31, 2019 level 1 level 2 level 3 totalfinancial instruments :Derivatives 17.0 - - 17.0Mutual fund units - 1.1 - 1.1Equity shares 31.7 - 21.5 53.2Debt Securities 818.6 1,718.7 - 2,537.3total 867.3 1,719.8 21.5 2,608.6

(` million)As at march 31, 2018 level 1 level 2 level 3 totalfinancial instruments :Derivatives 1.6 - - 1.6Equity shares 38.6 - 30.6 69.2Debt Securities 303.9 45.4 - 349.3 total 344.1 45.4 30.6 420.1

(` million)As at April 1, 2017 level 1 level 2 level 3 totalfinancial instruments :Derivatives 5.6 - - 5.6Mutual fund units - 0.7 - 0.7 Equity shares 18.0 - 26.7 44.7Debt Securities 314.4 - - 314.4 total 337.9 0.7 26.7 365.4

movements in level 3 financial instruments measured at fair value.

The Following table shows a reconciliation of the opening and closing amounts of Level 3 financial assets and liabilities which are recorded at fair value.

(` million)particulars march 31, 2019 march 31, 2018Opening Balance 30.6 26.7purchase - -Less: Sales - -Add: Gain / (Loss) (9.1) 3.9Transfer in Level 3 - -Les: Transfer from Level 3 - -Closing Balance 21.5 30.6


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financial assets subject to offsetting, netting arrangements

Exchange settlement obligations (disclosed as a part of trade receivable) are subject to netting as the Company intends to settle it on a net basis. The table below presents the gross balances of asset and lability.

(` million)particulars effects on Balance sheet

Gross Amount (Asset)

Gross amount set off in the balance sheet

net amount presented in the balance sheet

Exchange Settlement ObligationsAt march 31,2019 3,391.3 79.7 3,311.6At March 31, 2018 1,386.6 255.3 1,131.3At April,1 2017 1,288.6 143.5 1,145.1

There are no instruments which are eligible for netting and not netted off.

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 and external audit functions. 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.


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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.

The maximum exposure to credit risk at the reporting date is primarily from Company’s trade receivable and loans.

Following provides exposure to credit risk for trade receivables and loans:

(` million)

march, 31 2019 march, 31 2018 April, 1 2017

Trade and Other Debtors (net of impairment) 4,766.7 3,098.1 7,087.4Loans (net of impairment) 4,032.7 5,782.3 49.6total 8,799.4 8,880.4 7,137.0

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 ` 4,916.3 million (previous year ` 3,218.9 million) ` 149.6 million (previous year ` 120.8 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.


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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%

Following table provides information about exposure to credit risk and ECL on Loan

(` million)Bucketing

(Stage)

march 31, 2019 march 31, 2018 April 1, 2017carrying

Valueecl carrying

Valueecl carrying

Valueecl

Stage 1 4,029.1 0.1 5,775.5 0.2 49.6 -Stage 2 4.44 0.7 7.6 0.6 - -Stage 3 1.9 1.9 3.8 3.8 - -total 4,035.4 2.7 5,786.9 4.6 49.6 -

Movements in the allowances for impairment in respect of trade receivables and loans is as follows:

(` million)march 31, 2019 march 31, 2018

Opening Balance 125.3 64.8Amount written off (22.3) (12.6)Net remeasurement of loss allowance 49.3 73.1Closing Balance 152.3 125.3

other financial assets considered to have a low credit risk:

Credit risk on cash and cash equivalents is limited as we generally invest in deposits with banks with high credit ratings assigned by international and domestic credit rating agencies. Investments 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 ICICI Bank


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The table below summarises the maturity profile of the undiscounted cash flows of the Company’s financial assets and liabilities as at March 31, 2019.

(` million)particulars less than

6 months6 to 12 months

1 to 5 years

more than 5 years

total carrying Amount

AssetsCash and bank balances 26,212.1 4,617.8 366.2 11.8 31,207.9Securities for Trade 2,563.1 - - - 2,563.1Trade receivables 4,766.7 - - - 4,766.7Loans 3,626.4 228.3 178.0 - 4,032.7Investments - - - 151.2 151.2Other financial assets 484.3 15.8 61.1 249.2 810.4total 37,652.6 4,861.9 605.3 412.2 43,532.0liabilitiesDerivative financial instruments 17.0 - - - 17.0Trade payables 23,391.2 - - - 23,391.2Debt Securities 4,473.0 - - - 4,473.0Deposits - - 45.3 - 45.3Other Financial Liabilities 2,284.9 - - - 2,284.9total 30,166.1 - 45.3 - 30,211.4net excess / (shortfall) 7,486.5 4,861.9 560.0 412.2 13,320.6

The table below summarises the maturity profile of the undiscounted cash flows of the Company’s financial assets and liabilities as at March 31, 2018.



1 to 5 years

more than 5 years


AssetsCash and bank balances 8,430.8 6,791.0 23.1 11.1 15,256.0Securities for Trade 379.2 - - - 379.2Trade receivables 3,098.1 - - - 3,098.1Loans 5,666.7 87.3 28.3 - 5,782.3Investments - - - 162.0 162.0Other financial assets 950.3 11.5 47.0 199.2 1,208.0total 18,525.1 6,889.8 98.4 372.3 25,885.6liabilitiesDerivative financial instruments

1.6 - - - 1.6

Trade payables 6,198.7 - - - 6,198.7Debt Securities 6,724.2 - - - 6,724.2Deposits - - 46.7 - 46.7Other Financial Liabilities 1,628.1 - - - 1,628.1total 14,552.6 - 46.7 - 14,599.3net excess / (shortfall) 3,972.5 6,889.8 51.7 372.3 11,286.3


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The table below summarises the maturity profile of the undiscounted cash flows of the Company’s financial assets and liabilities as at April 1, 2017.

(` million)particulars less than 6

months6 to 12 months

1 to 5 years more than 5 years


AssetsCash and bank balances 4,812.6 4,129.7 803.1 8.3 9,753.7Securities for Trade 315.1 - - - 315.1Trade receivables 7,087.4 - - - 7,087.4Loans - - 49.6 - 49.6Investments - - - 167.4 167.4Other financial assets 562.5 - 35.8 166.3 764.6total 12,777.6 4,129.7 888.5 342.0 18,137.8liabilitiesDerivative financial instruments

5.6 - - - 5.6

Trade payables 4,870.1 - - - 4,870.1Debt Securities 3,953.4 - - - 3,953.4Deposits - 33.2 - 33.2Other Financial Liabilities 1,824.1 - - - 1,824.1total 10,653.2 - 33.2 - 10,686.4net excess / (shortfall) 2,124.4 4,129.7 855.3 342.0 7,451.4

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

ii) Interest Rate Risk

iii) Currency Risk


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total market risk exposure:(` million)

march 31, 2019 primary risk sensitivitycarrying

amounttraded risk non traded

riskAssetsCash and cash equivalent and other bank balances

31,207.9 - 31,207.9

Financial assets at FVTpL 2,591.6 2,563.1 28.5 Interest rate, Equity price

and CurrencyTrade Receivables 4,766.7 - 4,766.7 Equity price

and CurrencyLoans 4,032.7 - 4,032.7 Equity priceInvestment in Subsidiary 122.7 - 122.7Other Financial assets at amortised cost 810.4 - 810.4total 43,532.0 2,563.1 40,968.9 liabilities Derivative financial instruments 17.0 17.0 - Currency and

Equity price Trade payable 23,391.2 - 23,391.2 Equity price

and CurrencyDebt Securities 4,473.0 - 4,473.0 Deposits 45.3 - 45.3 Other financial liabilities 2,284.9 - 2,284.9 total 30,211.4 17.0 30,194.4

(` million) march 31, 2018 primary risk

sensitivitycarrying amount

traded risk non traded risk

AssetsCash and cash equivalent and other bank balances

15,256.0 - 15,256.0

Financial assets at FVTpL 418.5 379.3 39.3 Interest rate, Currency and

Equity priceTrade Receivables 3,098.1 - 3,098.1 Equity price

and CurrencyLoans 5,782.3 - 5,782.3 Equity priceInvestment in Subsidiary 122.7 - 122.7Other Financial assets at amortised cost 1,207.9 - 1,207.9total 25,885.6 379.3 25,506.3 liabilities Derivative Financial instruments 1.6 1.6 - Currency and

Equity priceTrade payable 6,198.7 - 6,198.7 Equity price



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(` million) April 1, 2017 primary risk

sensitivitycarrying amount

traded risk non traded risk

AssetsCash and cash equivalent and other bank balances

9,753.8 - 9,753.8

Financial assets at FVTpL 359.7 315.1 44.6 Interest rate, Currency and

Equity priceTrade Receivables 7,087.4 - 7,087.4 Equity price

and CurrencyLoans 49.6 - 49.6 Equity priceInvestment in Subsidiary 122.7 - 122.7Other Financial assets at amortised cost 764.6 - 764.6 total 18,137.8 315.1 17,822.7 liabilitiesDerivative financial instruments 5.6 5.6 - Currency and

Equity price Trade payable 4,870.1 - 4,870.1 Equity price


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.

The below sensitivity depicts a scenario where a 10% movement in equity prices, everything else remaining constant, would result in an exchange obligation for both Traded and Non-traded (client) positions and their impact on statement of profit and loss account considering that the entire shortfall would be made good by the Company.

(` million)

Impact on statement of profit and loss



Equity prices up by 10% (5.7) (18.5)

Equity prices down by 10% (104.5) (142.8)


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ii) Interest Rate Risk The Company’s exposure to interest rate risk arises primarily on account of its proprietary positions 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.

As at March 31, 2019 and March 31, 2018 a parallel shift of 2.50% in the yield curve would result in the following impact on the statement of profit and loss.

(` million)




parallel upward shift of 2.50% (113.5) (17.5)

parallel downward shift of 2.50% 128.3 18.7

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.

As at March 31, 2019 and March 31, 2018, an appreciation/depreciation of 15% of Indian Rupee against all the currencies would result in the following impact on the statement of profit and loss.

(` million)




Depreciation of 15% (27.4) (63.8)

Appreciation of 15% (55.4) (7.8)


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The table below indicates the currencies to which the Company had significant exposure at the end of the reported periods for the non-traded component. The analysis calculates the effect of a reasonably possible movement of the currency rate against the INR (all other variables being constant) on the statement of profit and loss.

(` million)currency change in currency rate in % for the year ended

march 31, 2019for the year ended

march 31, 2018USD Depreciation of 15% 1.0 4.0

Appreciation 15% (1.0) (4.0)JpY Depreciation of 15% 1.1 -

Appreciation 15% (1.1) -

45. mAtuRItY AnAlYSIS The table below shows an analysis of assets and liabilities analysed according to when they are expected to be

recovered or settled.

(` million) As at

march 31, 2019Within

12 monthsAfter 12 months

Assetsfinancial AssetsCash and cash equivalents 18,632.5 18,632.5 - Bank balance other than (a) above 12,575.4 12,197.4 378.0Derivative financial instruments - - - Securities for trade 2,563.1 2,563.1 - Receivables (I) Trade receivables 4,766.7 4,766.7 - (II) Other receivables - - - Loans 4,032.7 3,854.7 178.0Investments 151.2 - 151.2 Other financial assets 810.4 500.1 310.3

43,532.0 42,514.5 1,017.5non-financial AssetsCurrent tax assets (net) 1,307.6 - 1,307.6 Deferred tax assets (net) 720.1 - 720.1 property, plant and equipment 294.5 - 294.5 Capital work-in-progress 12.4 - 12.4 Intangible assets under development 27.4 - 27.4 Other intangible assets 141.0 - 141.0 Other non-financial assets 427.6 427.6 -

2,930.6 427.6 2,503.0 total Assets 46,462.6 42,942.1 3,520.5


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(` million) As at



liabilitiesfinancial liabilitiesDerivative financial instruments 17.0 17.0 - payables (I) Trade payables

(i) total outstanding dues of micro enterprises and small enterprises

- - -


23,391.2 23,391.2 -

(II) Other payables (i) total outstanding dues of micro enterprises



- - -

Debt securities 4,473.0 4,473.0 - Borrowings (Other than debt securities) - - - Deposits 45.3 - 45.3 Other financial liabilities 2,284.9 2,284.9 -

30,211.4 30,166.1 45.3 non-financial liabilitiesCurrent tax liabilities (net) 41.5 41.5 -provisions 663.6 115.4 548.2 Other non-financial liabilities 5,202.0 4,543.0 659.0

5,907.1 4,699.9 1,207.2 total liabilities 36,118.5 34,866.0 1,252.5

net 10,344.1 8,117.6 2,226.5

(` million) As at



Assets financial Assets Cash and cash equivalents 1,567.1 1,567.1 - Bank balance other than (a) above 13,688.9 13,654.7 34.2Derivative financial instruments - - - Securities for trade 379.2 379.2 - Receivables (I) Trade receivables 3,098.1 3,098.1 - (II) Other receivables - - - Loans 5,782.3 5,555.4 226.9 Investments 162.0 - 162.0 Other financial assets 1,208.0 961.8 246.2

25,885.6 25,414.9 470.7


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(` million) As at



non-financial AssetsCurrent tax assets (net) 1,063.5 - 1,063.5 Deferred tax assets (net) 666.1 - 666.1 property, plant and equipment 296.6 - 296.6 Capital work-in-progress 15.1 - 15.1 Intangible assets under development 23.8 - 23.8 Other intangible assets 85.4 - 85.4 Other non-financial assets 610.4 610.4 -

2,760.9 610.4 2,150.5 total Assets 28,646.5 26,025.3 2,621.2liabilitiesfinancial liabilitiesDerivative financial instruments 1.6 1.6 - payables (I) Trade payables (i) total outstanding dues of micro enterprises



6,198.7 6,198.7 -




- - -


14,599.3 14,552.6 46.7 non-financial liabilities Current tax liabilities (net) - - - provisions 534.7 107.0 427.7 Other non-financial liabilities 5,126.0 4,214.0 912.0

5,660.7 4,321.0 1,339.7 total liabilities 20,260.0 18,873.6 1,386.4 net 8,386.5 7,151.7 1,234.8


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(` million) As at

April 1, 2017 Within

12 months After 12

months Assets financial Assets Cash and cash equivalents 1,052.6 1,052.6 - Bank balance other than (a) above 8,701.1 7,889.6 811.5Derivative financial instruments - - - Securities for trade 315.1 315.1 - Receivables (I) Trade receivables 7,087.4 7,087.4 - (II) Other receivables - - - Loans 49.6 - 49.6 Investments 167.4 - 167.4 Other financial assets 764.6 562.5 202.1

18,137.8 16,907.2 1,230.6non-financial Assets Current tax assets (net) 971.8 - 971.8 Deferred tax assets (net) 516.7 - 516.7 property, plant and equipment 241.9 - 241.9 Capital work-in-progress 0.5 - 0.5 Intangible assets under development 27.9 - 27.9 Other intangible assets 104.4 - 104.4 Other non-financial assets 350.4 350.4 -

2,213.6 350.4 1,863.2 total Assets 20,351.4 17,257.6 3,093.8liabilities financial liabilities Derivative financial instruments 5.6 5.6 - payables (I) Trade payables (i) total outstanding dues of micro enterprises



4,870.1 4,870.1 -




- - -


10,686.4 10,653.2 33.2 non-financial liabilities


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(` million) As at

April 1, 2017 Within

12 months After 12

months Current tax liabilities (net) - - - provisions 389.1 51.0 338.1 Other non-financial liabilities 4,306.1 1,888.8 2,417.3

4,695.2 1,939.8 2,755.4 total liabilities 15,381.6 12,593.0 2,788.6 net 4,969.8 4,664.6 305.2

46. Recent AccountInG pRonouncementS Ministry of Corporate Affairs (“MCA”), through Companies (Indian Accounting Standards) Amendment Rules, 2019

and Companies (Indian Accounting Standards) Second Amendment Rules, has notified the following new and amendments to Ind ASs which the Group has not applied as they are effective from April 1, 2019:

Ind AS 116 leases:

Ind AS 116 will replace the existing leases standard, Ind AS 17 Leases. Ind AS 116 sets out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. It introduces a single, on-balance sheet lessee accounting model for lessees. A lessee recognises right-of-use asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments. The standard also contains enhanced disclosure requirements for lessees. Ind AS 116 substantially carries forward the lessor accounting requirements in Ind AS 17.

The Company will adopt Ind AS 116, effective annual reporting period beginning April 1, 2019. The Company will apply the standard to its leases, retrospectively, with the cumulative effect of initially applying the standard, recognised on the date of initial application (April 1, 2019). Accordingly, the Company will not restate comparative information, instead, the cumulative effect of initially applying this Standard will be recognised as an adjustment to the opening balance of retained earnings as on April 1, 2019. On that date, the Company will recognise a lease liability measured at the present value of the remaining lease payments. The right-of-use asset is recognised at its carrying amount as if the standard had been applied since the commencement date, but discounted using the lessee’s incremental borrowing rate as at April 1, 2019. In accordance with the standard, the Company will elect not to apply the requirements of Ind AS 116 to short-term leases and leases for which the underlying asset is of low value.

On transition, the Company will be using the practical expedient provided the standard and therefore, will not reassess whether a contract, is or contains a lease, at the date of initial application.

The Company is in the process of completing a detailed assessment of the impact on its financials.

Ind AS 12 Income taxes (amendments relating to income tax consequences of dividend and uncertainty over income tax treatments)

The amendment relating to income tax consequences of dividend clarify that an entity shall recognise the income tax consequences of dividends in profit or loss, other comprehensive income or equity according to where the entity originally recognised those past transactions or events. The Company does not expect any impact from this pronouncement.

The amendment to Appendix C of Ind AS 12 specifies that the amendment is to be applied to the determination of taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates, when there is uncertainty over income tax treatments under Ind AS 12. It outlines the following: (1) the entity has to use judgement, to determine whether each tax treatment should be considered separately or whether some can be considered


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together. The decision should be based on the approach which provides better predictions of the resolution of the uncertainty (2) the entity is to assume that the taxation authority will have full knowledge of all relevant information while examining any amount (3) entity has to consider the probability of the relevant taxation authority accepting the tax treatment and the determination of taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates would depend upon the probability. The Company does not expect any significant impact from this pronouncement.

Ind AS 109 – prepayment features with negative compensation

The amendments relate to the existing requirements in Ind AS 109 regarding termination rights in order to allow measurement at amortised cost (or, depending on the business model, at fair value through other comprehensive income) even in the case of negative compensation payments. The Company does not expect this amendment to have any significant impact on its financial statements.

Ind AS 19 – plan Amendment, curtailment or Settlement

The amendments clarify that if a plan amendment, curtailment or settlement occurs, it is mandatory that the current service cost and the net interest for the period after the re-measurement are determined using the assumptions used for the remeasurement. In addition, amendments have been included to clarify the effect of a plan amendment, curtailment or settlement on the requirements regarding the asset ceiling. The Company does not expect this amendment to have any significant impact on its financial statements.

Ind AS 23 – Borrowing costs

The amendments clarify that if any specific borrowing remains outstanding after the related asset is ready for its intended use or sale, that borrowing becomes part of the funds that an entity borrows generally when calculating the capitalisation rate on general borrowings. The Company does not expect any significant impact from this amendment.

Ind AS 28 – long-term Interests in Associates and Joint Ventures

The amendments clarify that an entity applies Ind AS 109 Financial Instruments, to long-term interests in an associate or joint venture that form part of the net investment in the associate or joint venture but to which the equity method is not applied. The Company does not currently have any long-term interests in associates and joint ventures.

Ind AS 103 – Business combinations and Ind AS 111 – Joint Arrangements

The amendments to Ind AS 103 relating to re-measurement clarify that when an entity obtains control of a business that is a joint operation, it re-measures previously held interests in that business. The amendments to Ind AS 111 clarify that when an entity obtains joint control of a business that is a joint operation, the entity does not re-measure previously held interests in that business. The Company does not have any control / joint control of a business that is a joint operation.

47. eVentS AfteR RepoRtInG dAte There have been no events after the reporting date that require disclosure in these financial statements.


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Independent Auditors’ Report

To the Members of ICICI Securities Limited

RepoRt on the AudIt of ConsolIdAted fInAnCIAl stAtementsopinion

We have audited the consolidated financial statements of ICICI Securities Limited (hereinafter referred to as the ‘Holding Company”) and its subsidiaries (Holding Company and its subsidiaries together referred to as “the Group”), which comprise the consolidated balance sheet as at 31 March 2019, and the consolidated statement of profit and loss (including other comprehensive income), consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as “the consolidated financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements give the information required by the Companies Act, 2013 (“Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group,

as at 31 March 2019, of its consolidated profit and other comprehensive income, consolidated changes in equity and consolidated cash flows for the year then ended.

Basis for opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India, and we have fulfilled our other ethical responsibilities in accordance with the provisions of the Act. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matter how the matter was addressed in our audittransition to Ind As: Changes in accounting policies, Changes to internal controls framework and Additional disclosures associated with transitionEffective 1 April 2018, the Company adopted the Indian Accounting Standards (“Ind AS”) notified by the Ministry of Corporate Affairs with transition date of 1 April 2017.

The following are the impact areas for the Company upon transition:

- Classification and measurement of financial assets and financial liabilities; and

- Additional disclosures

Transition adjustments are complex accounting requirements and require determination of new accounting policies, including transition option election and practical expedients.

The changes in accounting framework translates into significant changes in standard operating procedures in respect of impacted areas, risk and control framework including internal controls over financial reporting, and application of higher degree of management judgement. We identified transition adjustments as a key audit matter because of significant degree of management judgment and application on the areas noted above.

Our audit procedures included:

Design / controls

• Assessing the design, implementation andoperating effectiveness of key internal controls over management’s evaluation of transition date choices and exemptions availed in line with the principles under Ind AS 101 - First-time Adoption of Indian Accounting Standards and preparation of disclosures;

Substantive tests

• Evaluatedmanagement’stransitiondatechoicesandexemptions for compliance / acceptability under Ind AS 101;

• Evaluate the appropriateness of the accountingpolicies based on the requirements of the new standards;

• Assessedtheaccuracyofthecomputations;and

• Performed procedures to check appropriatepresentation of disclosures.

Assessed areas of significant estimates and management judgement in line with principles under Ind AS.


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Key audit matter how the matter was addressed in our auditInformation technologyIT systems and controls

The Company’s key financial accounting and reporting processes are highly dependent on the automated controls implemented in the Information Technology (IT) systems, such that there exists a risk that gaps in the IT control environment could result in the financial accounting and reporting records, being materially misstated.

The Company uses SAp system as the General Ledger for overall financial reporting which is interfaced with other systems that process transactions, which impacts significant accounts.

We have identified ‘IT systems and control’ as Key audit matter, since for the primary business segment (broking and commission income), the Company relies on automated processes and controls for recording of income.

We focused on General IT controls i.e. access management, change management, program development and computer operations control and IT application controls i.e. controls on relevant system based reconciliation, system generated reports and system/application processing over key financial accounting, reporting systems and control systems.

Our audit procedures to assess the effectiveness of IT system included the following:

• Performedwalkthroughs toevaluate thedesignandimplementation of key automated controls. Involved our IT specialist to test the effectiveness of identified IT automated controls and IT systems. IT specialist tested relevant key controls operating over IT in relation to financial accounting and reporting systems, including general controls i.e. system access and system change management, program development and computer operations.

• ITspecialiststesteddesignandoperatingeffectivenessof key controls over user access management which includes granting access right, new user creation, removal of user rights and other preventive controls.

• For a selected group of key controls over financialand reporting system, IT specialists independently performed procedures to determine that these controls remained unchanged during the year or were changed following the standard change management process.

• Other areas that were independently assessedincluded password policies, security configurations, system generated reports and system interface controls.

• Evaluatingthedesign,implementationandoperatingeffectiveness of identified significant accounts related IT automated controls which are relevant for accuracy of system calculation, and consistency of data transmission.

other Information

The Holding Company’s management and Board of Directors are responsible for the other information. The other information comprises the information included in the holding Company’s annual report, but does not include the financial statements and our auditors’ report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the

other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of management and those Charged with Governance for the Consolidated financial statements

The Holding Company’s management and Board of Directors are responsible for the preparation and


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presentation of these consolidated financial statements in term of the requirements of the Act that give a true and fair view of the consolidated state of affairs, consolidated profit/loss and other comprehensive income, consolidated statement of changes in equity and consolidated cash flows of the Group in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act. The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of each company and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid.

In preparing the consolidated financial statements, the respective management and Board of Directors of the companies included in the Group are responsible for assessing the ability of each company to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors of the companies included in the Group is responsible for overseeing the financial reporting process of each company.

Auditor’s Responsibilities for the Audit of the Consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably

be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.


• Identifyandassesstherisksofmaterialmisstatementof the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtainanunderstandingofinternalcontrolrelevantto the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

• Evaluatetheappropriatenessofaccountingpoliciesused and the reasonableness of accounting estimates and related disclosures made by management.

• Concludeon theappropriatenessofmanagement’suse of the going concern basis of accounting in preparation of consolidated financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the appropriateness of this assumption. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group (company and subsidiaries) to cease to continue as a going concern.

• Evaluate the overall presentation, structure andcontent of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the


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underlying transactions and events in a manner that achieves fair presentation.

• Obtainsufficientappropriateauditevidenceregardingthe financial information of such entities or business activities within the Group to express an opinion on the consolidated financial statements, of which we are the independent auditors. We are responsible for the direction, supervision and performance of the audit of financial information of such entities.

We communicate with those charged with governance of the Holding Company and such other entities included in the consolidated financial statements of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.


From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

other matter

The comparative financial information of the Group for the year ended 31 March 2017 and the transition date opening balance sheet as at 1 April 2017 included in these consolidated financial statements, are based on the previously issued statutory financial statements prepared in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act read with rule 7 of the Companies (Accounts) Rules 2014, and the Companies (Accounting Standards) Amendment Rules, 2016 audited by the predecessor auditor whose report for the year ended 31 March 2017 dated 20 April 2017, expressed an unmodified opinion on those consolidated

financial statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have been audited by us.

Our opinion is not modified in respect of this matter.

Report on other legal and Regulatory Requirements

A. As required by Section 143(3) of the Act, based on our audit we report, to the extent applicable, that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements;

b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books;

c) The consolidated balance sheet, the consolidated statement of profit and loss (including other comprehensive income), the consolidated statement of changes in equity and the consolidated statement of cash flows dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements;

d) In our opinion, the aforesaid consolidated financial statements comply with the Ind AS specified under section 133 of the Act;

e) On the basis of the written representations received from the directors of the Holding Company as on 31 March 2019 taken on record by the Board of Directors of the Holding Company, none of the directors of the Holding company, is disqualified as on 31 March 2019 from being appointed as a director in terms of Section 164(2) of the Act; and

f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Holding Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”.

B. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditor’s) Rules, 2014, in


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our opinion and to the best of our information and according to the explanations given to us:

i. The consolidated financial statements disclose the impact of pending litigations as at 31 March 2019 on the consolidated financial position of the Group. Refer Note 33 to the consolidated financial statements;

ii. The Group did not have any material foreseeable losses on long-term contracts including derivative contracts during the year ended 31 March 2019;

iii. There were no amounts which were required to be transferred to the Investor Education and protection Fund by the Holding Company during the year ended 31 March 2019. Since the subsidiaries are incorporated outside India, the provisions of the Act relating to Investor Education and protection Fund are not applicable and hence not commented upon; and

iv. The disclosures in the consolidated financial statements regarding holdings as well as dealings in specified bank notes during the period from 8 November 2016 to 30 December 2016 have not

been made in the financial statements since they do not pertain to the financial year ended 31 March 2019.

C. With respect to the matter to be included in the Auditor’s report under section 197(16):

In our opinion and according to the information and explanations given to us, the remuneration paid during the current year by the Holding Company and its subsidiary companies to its directors is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director by the Holding Company and its subsidiary companies, is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) which are required to be commented upon by us.

For B s R & Co. llpChartered Accountants


milind Ranadeplace: Mumbai partnerDate: 23 April 2019 Membership No. 100564


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Report on the Internal financial Controls under clause (i) of sub-section 3 of section 143 of the Companies Act, 2013

In conjunction with our report of the consolidated financial statements of ICICI Securities Limited (the ‘Holding Company’) as of and for the year ended 31 March 2019, we have audited the internal financial controls over financial reporting of the Holding Company as of that date.

management’s Responsibility for Internal financial Controls

The Board of Directors of the Holding Company is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Holding Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the ‘Guidance Note’) issued by the Institute of Chartered Accountants of India (the ‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective companies’ policies, the safeguarding of 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, as required under the Companies Act, 2013 (the ‘Act’).

Auditor’s Responsibility

Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Holding Company based on our audit. We conducted our audit in accordance with the Guidance Note issued by the ICAI and the Standards on Auditing (‘the Standards’), issued by the ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained, is sufficient and appropriate to provide a basis for our audit opinion on the Holding Company’s internal financial controls system over financial reporting.

meaning of Internal financial Controls over financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent limitations of Internal financial Controls over financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of

AnneXuRe A to the Independent Auditors’ Report of even date on the Consolidated financial statements of ICICI securities limited


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controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

opinion

In our opinion, the Holding Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31

March 2019, based on the internal control over financial reporting criteria established by the Holding Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.

For B s R & Co. llpChartered Accountants


milind Ranadeplace: Mumbai partnerDate: 23 April 2019 Membership No. 100564


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Consolidated Balance sheetas at March 31, 2019

(` million)notes As at

march 31, 2019As at

march 31, 2018As at

April 1, 2017Assets1 financial assets

(a) Cash and cash equivalents 3 18,841.1 1,770.7 1,206.3 (b) Bank balance other than (a) above 3 12,645.2 13,689.0 8,701.2 (c) Derivative financial instruments 4 - - - (d) Securities for trade 5 2,563.1 379.7 315.1 (e) Receivables (I) Trade receivables 6 4,769.8 3,101.0 7,090.3 (II) Other receivables - - - (f) Loans 7 4,032.7 5,782.3 49.6 (g) Investments 8 28.5 39.2 44.6 (h) Other financial assets 9 816.4 1,213.7 795.1

43,696.8 25,975.6 18,202.2 2 non-financial assets

(a) Current tax assets (net) 10 1,306.5 1,062.1 971.0 (b) Deferred tax assets (net) 40 737.5 666.1 516.8 (c) property, plant and equipment 11 294.8 297.0 241.9 (d) Capital work-in-progress 12.4 15.1 0.5 (e) Intangible assets under development 27.4 23.8 27.9 (f) Other intangible assets 11 141.0 85.4 104.4 (g) Other non-financial assets 12 429.5 613.9 359.2

2,949.1 2,763.4 2,221.7 total Assets 46,645.9 28,739.0 20,423.9

lIABIlItIes And eQuItYlIABIlItIes1 financial liabilities

(a) Derivative financial instruments 4 17.0 1.6 5.6 (b) payables (I) Trade payables (i) total outstanding dues of micro enterprises

and small enterprises- - -


13 23,362.0 6,116.8 4,863.3


and small enterprises- - -


- - -

(c) Debt securities 14 4,473.0 6,724.2 3,953.4 (d) Borrowings (Other than debt securities) 15 - - - (e) Deposits 16 45.3 47.0 33.2 (f) Other financial liabilities 17 2,284.9 1,628.1 1,824.1

30,182.2 14,517.7 10,679.6 2 non-financial liabilities

(a) Current tax liabilities (net) 41.5 - - (b) provisions 18 663.6 534.7 389.1 (c) Other non-financial liabilities 19 5,285.9 5,209.5 4,340.4

5,991.0 5,744.2 4,729.5 3 eQuItY

(a) Equity share capital 20 1,610.7 1,610.7 1,610.7 (b) Other equity 21 8,862.0 6,866.4 3,404.1

10,472.7 8,477.1 5,014.8 total liabilities and equity 46,645.9 28,739.0 20,423.9


The accompanying notes form an integral part of these consolidated financial statementsAs per our report of even date attached For and on behalf of Board of Directors

For B s R & Co. llp Vinod Kumar dhall Ashvin parekh shilpa KumarChartered Accountants Chairman Director Managing Director & CEOFirm Registration No.:101248W/W-100022 DIN - 02591373 DIN - 06559989 DIN - 02404667

milind Ranade Ajay saraf Raju nanwani harvinder Jaspalpartner Executive Director Company Secretary Chief Financial OfficerMembership No.: 100564 DIN - 00074885



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Consolidated statement of profit and lossfor the year ended March 31, 2019

(` million)notes for the year ended

march 31, 2019for the year ended

march 31, 2018Revenue from operations(i) Interest income 22 1,792.0 1,574.3 (ii) Dividend income 4.9 3.0 (iii) Fees and commission income -

- Brokerage income 9,328.3 10,243.0 - Income from services 5,732.8 6,552.2

(iv) Net gain on fair value changes 23 166.0 221.1 (v) Others 21.7 16.5 (I) total Revenue from operations 17,045.7 18,610.1 (II) Other income 24 224.5 -(III) total Income (I+II) 17,270.2 18,610.1 expenses(i) Finance costs 25 423.4 495.0 (ii) Fees and commission expense 375.0 637.0 (iii) Impairment on financial instruments 26 26.9 60.5 (iv) Operating expense 27 850.9 979.9 (v) Employee benefits expenses 28 5,544.9 5,503.5 (vi) Depreciation, amortization and impairment 11 149.5 153.0 (vii) Others expenses 29 2,327.3 2,257.3 (IV) total expenses (IV) 9,697.9 10,086.2 (V) profit/(loss) before tax (III -IV ) 7,572.3 8,523.9 (VI) tax expense: 40

(1) Current tax 2,722.2 3,130.0 (2) Deferred tax (57.2) (140.8)

2,665.0 2,989.2 (VII) profit/(loss) for the year (V-VI) 4,907.3 5,534.7 (VIII) Other Comprehensive Income

A (i) Items that will not be reclassified to profit or loss (a) Remeasurement of defined employee benefit plans (40.2) (24.7) (ii) Income tax relating to items that will not be

reclassified to profit or loss14.3 8.6

subtotal (A) (25.9) (16.1)B (i) Items that will be reclassified to profit or loss - - (ii) Income tax relating to items that will be reclassified to

profit or loss- -

subtotal (B) - - other comprehensive income (A + B) (25.9) (16.1)

(IX) total comprehensive income for the period (VII+VIII) (comprising profit/(loss) and other comprehensive income for the period)

4,881.4 5,518.6

(X) earnings per equity share:(face value ` 5/- per share)Basic (in `) 15.23 17.18 Diluted (in `) 15.23 17.18


The accompanying notes form an integral part of these consolidated financial statementsAs per our report of even date attached For and on behalf of Board of Directors





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A equity share Capital(` million)

Balance as of April 1, 2017Changes in equity share capital


march 31, 2018 1,610.7 - 1,610.7

(` million)

Balance as of April 1, 2018Changes in equity share capital


march 31, 2019 1,610.7 - 1,610.7

B other equity(` million)

Reserves and surplus exchange difference on

translating the financial

statements of a foreign

operation

deemed equity

Contribution from the

parent

total

securities premium Reserve

General Reserve

share based

payment reserve

Retained earnings

Balance as of April 1, 2017 244.0 666.8 - 2,296.9 66.1 130.3 3,404.1 profit for the year 5,534.7 5,534.7 Items of OCI for the year, net of tax Remeasurement benefit of defined benefit plans

- - (16.1) - - (16.1)

Total Comprehensive Income for the year

- - - 5,518.6 - - 5,518.6

Dividend (including tax on dividend) - - (2,132.5) - - (2,132.5)Any other changes: - - Additions during the year (net) - - - 1.2 75.0 76.2 Balance as on march 31, 2018 244.0 666.8 - 5,683.0 67.3 205.3 6,866.4 Balance as of April 1, 2018 244.0 666.8 - 5,683.0 67.3 205.3 6,866.4 profit for the year - - - 4,907.3 - - 4,907.3 Items of OCI for the year, net of tax Remeasurement benefit of defined benefit plans

- - - (25.9) - - (25.9)

Total Comprehensive Income for the year

- - - 4,881.4 - - 4,881.4

Dividend (including tax on dividend) - - - (2,951.1) - - (2,951.1)Any other changes:Additions during the year (net) - - 4.1 - 0.5 60.7 65.3 Balance as on march 31, 2019 244.0 666.8 4.1 7,613.3 67.8 266.0 8,862.0

Consolidated statement of Changes In equityas at March 31, 2019


The accompanying notes form an integral part of these consolidated financial statements






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Consolidated Cash flow statementfor the year ended March 31, 2019

(` million)



A Cash flow from operating activities

profit before tax 7,572.3 8,523.9

Add /(less): Adjustments

- (profit) / loss on sale of property, plant and equipment (net) 4.6 16.8

- Depreciation and amortisation 149.5 153.0

- (Reversal of) /impariment loss on financial assets measured at FVTpL 1.2 -

- Net (gain)/loss arising on financial assets measured at FVTpL 9.5 0.2

- Interest expense 412.6 483.3

- Dividend income on equity securities (0.4) (0.3)

- Share based payments to employees 64.8 75.0

- Bad and doubtful debts 49.3 73.1

Operating profit before working capital changes 8,263.4 9,325.0

Adjustments for changes in working capital:

- (Increase) / decrease in bank balance 1,043.8 (4,987.8)

- (Increase) / decrease in securities for trade (2,183.4) (64.6)

- (Increase) / decrease in receivables (1,718.0) 3,916.1

- (Increase) / decrease in loans 1,749.7 (5,732.7)

- (Increase) / decrease other financial assets 397.3 (418.5)

- (Increase) / decrease other non- financial assets 184.3 (254.6)

- Increase / (decrease) in derivative financial instruments 15.4 (4.0)

- Increase / (decrease) in trade payables 17,245.2 1,253.5

- Increase / (decrease) in deposits (1.7) 13.8

- Increase / (decrease) in other financial liabilities 656.8 (196.0)

- (Increase) / decrease in provisions 88.7 120.9

- (Increase) / decrease in other non-financial liabilities 76.6 961.5

17,554.7 (5,392.6)

Cash generated from operations 25,818.1 3,932.4

Income tax paid (net) (2,925.2) (3,221.1)

net cash (used in) / generated from operating activities (A) 22,892.9 711.3

B Cash flow from investing activities

- proceeds from sale/maturity of investments - 5.7

- Dividend income received 0.4 0.3

- purchase of property, plant and equipment (226.1) (223.8)

- proceeds from sale of property, plant and equipment 18.0 7.4

net cash (used in) / generated from investing activities (B) (207.7) (210.4)


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(` million)



C Cash flow from financing activities - proceeds from commercial paper borrowings (net) - 2,753.5 - Repayment of commercial paper borrowings (net) (2,263.5) - - Interest paid on borrowings (400.2) (465.9)- Dividends and dividend tax paid (2,951.1) (2,224.1)net cash (used in) / generated in financing activities (C) (5,614.8) 63.5 Net (Decrease)/Increase in cash and cash equivalents (A+B+C) 17,070.4 564.4 Cash and cash equivalents at the beginning of the year 1,770.7 1,206.3 Exchange difference on translation of foreign currency cash and cash equivalentsCash and cash equivalents at the end of the year* 18,841.1 1,770.7 Components of cash and cash equivalents Cash and Cash Equivalents comprises of :

(a) Cash on hand 0.0 0.0 (b) Balances with Banks (of the nature of cash and cash equivalents)

In current accounts with banks- In India with scheduled banks 18,251.3 1,302.5 - Outside India 239.4 218.2

(c) Cheques, drafts on hand 0.3 0.0 (d) Others

- Fixed Deposit with original maturity less than 3 months 350.0 250.0 - Interest accrued on Fixed Deposits 0.1 - Total cash and cash equivalents (Note 3) 18,841.1 1,770.7

* Cash and cash equivalents at the end of the year:- Excludes Fixed deposits under lien ` 12,116.9 million (March 31, 2018 ` 13,235.8 million)- Includes ` 17 billion towards pending settlement obligation.


note :

(i) The above Cash Flow Statement has been prepared under the “Indirect Method” as set out in the Indian Accounting Standard (Ind AS-7) - Statement of Cash Flow.

(ii) Also refer note 37 for Change in liabilities arising from financing activities.


The accompanying notes form an integral part of these consolidated financial statements

Consolidated Cash flow statementfor the year ended March 31, 2019






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1. CoRpoRAte InfoRmAtIon

ICICI Securities Limited (“the Company”), incorporated in 1995, is a public Company engaged in the business of broking (institutional and retail), distribution of financial products, merchant banking and advisory services. The Company is incorporated and domiciled in India. The equity shares of the Company are listed. The address of the Registered Office is ICICI Centre, H. T. parekh Marg, Churchgate, Mumbai - 400020.

The Company was a wholly owned subsidiary of ICICI Bank Limited till March 30, 2018. During the year ended March 31, 2018, the Company completed its Initial public Offering (IpO). The Equity shares of the Company were listed on the National Stock Exchange of India Limited and BSE Limited on April 4, 2018. ICICI Bank Limited, the holding company, owns 79.22% of the Company’s equity share capital as on March 31, 2019.

The consolidated financial statements of the Group include results of ICICI Securities Limited and its subsidiaries ICICI Securities Holdings Inc. and ICICI Securities Inc incorporated in USA.

2. sIGnIfICAnt ACCountInG polICIes

(i) Basis of preparation

In accordance with the notification issued by the Ministry of Corporate Affairs, with effect from April 1, 2018 the Group has adopted Indian Accounting Standards (referred to as “Ind AS”) notified under the Companies (Indian Accounting Standards) Rules, 2015. previous period numbers in the financial statements have been restated to Ind AS. In accordance with Ind AS 101 First-time Adoption of Indian Accounting Standard, the Group has presented a reconciliation from the presentation of the financial statements under Accounting Standards notified under the Companies (Accounting Standards) Rules, 2006 (“previous GAAp”) to Ind AS of Shareholders’ equity as at March 31, 2018 and April 1, 2017 being the transition date and of the total comprehensive income for the year ended March 31, 2018.

These financial statements have been prepared in accordance with Ind AS 1- presentation of Financial Statements as notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of the Companies Act, 2013.

Accounting policies have been consistently applied except where newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

These financial statements are the Group’s first Ind AS consolidated financial statements. The Group’s financial statements are presented in Indian Rupees (`), which is also its functional currency and all values are rounded to the nearest million, except when otherwise indicated.

The consolidated financial statements for the year ended March 31, 2019 are being authorised for issue in accordance with a resolution of the directors on April 23, 2019.

(ii) Basis of consolidation

The subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.

The Group combines the financial statements of the parent and its subsidiaries line by line adding together like items of assets, liabilities, equity, income and expenses. Intra-Group transactions, balances and unrealised gains on transactions between entities within the Group are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

notes to consolidated financial statements for the year ended March 31, 2019


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details of subsidiaries

The subsidiaries considered in the consolidated financial statements are:

(i) direct subsidiary

name of the Company Country of Incorporation

% of holding as on

31.03.2019

% of holding as on

31.03.2018

% of holding as on

01.04.2017ICICI Securities Holdings, Inc United States of America 100% 100% 100%

(ii) step - down subsidiary

name of the Company Country of Incorporation

% of holding as on

31.03.2019

% of holding as on

31.03.2018

% of holding as on

01.04.2017ICICI Securities Inc United States of America 100% 100% 100%

The principal place of business of the entities mentioned above is the same as the respective country of incorporation.

b. Revenue from issue management, debt syndication, financial advisory services etc., is recognized based on the stage of completion of assignments and terms of agreement with the client.

c. Commission income in relation to public issues / other financial products is recognized based on mobilization and intimation received from clients / intermediaries or over the period of service as applicable.

d. Gains / losses on dealing in securities are recognized on a trade date basis.

e. Interest income is recognized using the effective interest rate method.

f. Revenue from dividend is recognized when the right to receive the dividend is established.

g. Training fee income from financial educational programs is recognized on the basis of completion of training.

(v) property, plant and equipment (ppe)

measurement at recognition:

property plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Subsequent costs are included in the asset’s carrying amount.

(iii) use of estimates

The preparation of the financial statements in conformity with Ind AS requires that management make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and the income and expense for the reporting period. The actual results could differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected.

The Group makes certain judgments and estimates for valuation and impairment of financial instruments, fair valuation of employee stock options, useful life of property, plant and equipment, deferred tax assets and retirement benefit obligations. Management believes that the estimates used in the preparation of the financial statements are prudent and reasonable.

(iv) Revenue recognition

a. Brokerage income in relation to stock broking activity is recognized on a trade date basis.


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All property, plant and equipment are initially recorded at cost. Cost comprises acquisition cost, borrowing cost if capitalization criteria are met, and directly attributable cost of bringing the asset to its working condition for the intended use.

Subsequent expenditure relating to property, plant and equipment is capitalized only when it is probable that future economic benefit associated with these will flow with the Group and the cost of the item can be measured reliably.

depreciation:

Depreciation provided on property, plant and equipment is calculated on a straight-line basis using the rates arrived at based on the useful lives estimated by management.

The estimated useful lives of assets are as follows:

tangible Assetestimated by management

Leasehold improvements

Over the lease period

Office equipment’s comprising air conditioners, photo-copying machines, etc.

5 years

Computers 3 years

Servers & Network 6 years

Furniture and fixtures* 6.67 years

Motor vehicles* 5 years

*Based on technical evaluation, the management

believes that the useful lives as given above best

represent the period over which management

expects to use these assets. Hence, the useful

lives for these assets is different from the useful

lives as prescribed under part C of Schedule II of

the Companies Act 2013.

Depreciation is provided on a straight-line basis from the date the asset is ready for its intended use. In respect of assets sold, depreciation is provided up to the date of disposal.

The residual values, estimated useful lives and methods of depreciation of property, plant and equipment are reviewed at the end of each financial year and changes if any, are accounted for on a prospective basis.

Capital work-in-progress and Capital advances:

Cost of the assets not ready for intended use, as on reporting date, is shown as capital work in progress. Advances given towards acquisition of fixed assets outstanding at each reporting date are shown as other non-financial assets.

Depreciation is not recorded on capital work-in-progress until construction and installation is completed and assets are ready for its intended use.

derecognition:

The carrying amount of an item of property, plant and equipment is derecognized on disposal or when no future economic benefits are expected from its use or disposal. The gain or loss arising from the derecognition of an item of property, plant and equipment is measured as the difference between the net disposal proceeds and the carrying amount of the item and is recognized in the Statement of profit and Loss when the item is derecognized.

optional exemption from retrospective application: deemed cost for property, plant and equipment.

The Group has elected to measure all its property, plant and equipment at the previous GAAp carrying amount as its deemed cost on the date of transition to Ind AS.

(vi) Intangible Assets

Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less accumulated amortization.



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Development expenditure on software is capitalized as part of the cost of the resulting intangible asset only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Group intends to and has sufficient resources to complete development and to use or sell the asset. Otherwise it is recognized in the profit or loss as incurred. Subsequent to initial recognition, the asset is measured at cost less accumulated amortization and any accumulated impairment losses.

Amortisation Amortisation is calculated using the straight–

line method to write down the cost of intangible assets to their residual values over their estimated useful lives and is included in the depreciation and amortization in the statement of profit and loss.

Intangible assetuseful life /

Amortisation period

Computer software 4 years

optional exemption from retrospective application: Deemed cost for intangible assets.

The Company has elected to measure all its Intangible assets at the previous GAAp carrying amount as its deemed cost on the date of transition to Ind AS.

(vii) financial instruments

The Group recognizes all the financial assets and liabilities at its fair value on initial recognition; In the case of financial assets not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the financial asset that are not at fair value through profit or loss are added to the fair value on initial recognition. The financial assets are accounted on a trade date basis.

For subsequent measurement, financial assets are categorised into:

a. Amortised cost: The Group classifies the financial assets at amortised cost if the

contractual cash flows represent solely payments of principal and interest on the principal amount outstanding and the assets are held under a business model to collect contractual cash flows. The gains and losses resulting from fluctuations in fair value are not recognised for financial assets classified in amortised cost measurement category.

b. Fair value through other comprehensive income (FVOCI): The Group classifies the financial assets as FVOCI if the contractual cash flows represent solely payments of principal and interest on the principal amount outstanding and the Group’s business model is achieved by both collecting contractual cash flow and selling financial assets. In case of debt instruments measured at FVOCI, changes in fair value are recognised in other comprehensive income. The impairment gains or losses, foreign exchange gains or losses and interest calculated using the effective interest method are recognised in profit or loss. On de-recognition, the cumulative gain or loss previously recognised in other comprehensive income is re-classified from equity to profit or loss as a reclassification adjustment. In case of equity instruments irrevocably designated at FVOCI, gains / losses including relating to foreign exchange, are recognised through other comprehensive income. Further, cumulative gains or losses previously recognised in other comprehensive income remain permanently in equity and are not subsequently transferred to profit or loss on derecognition.

c. Fair value through profit or loss (FVTpL): The financial assets are classified as FVTpL if these do not meet the criteria for classifying at amortised cost or FVOCI. Further, in certain cases to eliminate or significantly reduce a measurement or recognition inconsistency (accounting mismatch), the Group irrevocably designates certain financial instruments



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at FVTpL at initial recognition. In case of financial assets measured at FVTpL, changes in fair value are recognised in profit or loss.

profit or loss on sale of investments is determined on the basis of first-in-first-out (FIFO) basis.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

- In the principal market for the asset or liability, or

- In the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible by the Group.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

In order to show how fair values have been derived, financial instruments are classified based on a hierarchy of valuation techniques, as summarised below:

Level 1: quoted prices (unadjusted) in active market for identical assets or liabilities.

Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (e.g. as prices) or indirectly (e.g. derived from the prices).

Level 3: inputs for the current assets or liability that are not based on observable market data (unobservable inputs).

Based on the Group’s business model for managing the investments, the Group has classified its investments and securities for trade at FVTpL.

Financial liabilities are carried at amortised cost using the effective interest rate method. For trade and other payables the carrying amount approximates the fair value due to short maturity of these instruments.

d. Impairment of financial assets: In accordance with Ind AS 109, the Group applies expected credit loss model (ECL) for measurement and recognition of impairment loss. The Group recognises lifetime expected losses for all contract assets and / or all trade receivables that do not constitute a financing transaction. At each reporting date, the Group assesses whether the loans have been impaired. The Group is exposed to credit risk when the customer defaults on his contractual obligations. For the computation of ECL, the loan receivables are classified into three stages based on the default and the aging of the outstanding. If the amount of an impairment loss decreases in a subsequent period, and the decrease can be related objectively to an event occurring after the impairment was recognised, the excess is written back by reducing the loan impairment allowance account accordingly. The write-back is recognised in the statement of profit and loss. The Group recognises life time expected credit loss for trade receivables and has adopted the simplified method of computation as per Ind AS 109. The Group considers outstanding overdue



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for more than 90 days for calculation of expected credit loss.

(viii) employee benefits

Gratuity

The Group pays gratuity, a defined benefit plan, to its employees who retire or resign after a minimum period of five years of continuous service and in the case of employees at overseas locations as per rules in force in the respective countries. The Group makes contributions to the ICICI Securities Employees Gratuity Fund which is managed by ICICI prudential Life Insurance Company Limited for the settlement of gratuity liability.

A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The Group’s net obligation in respect of the defined benefit plan is calculated by estimating the amount of future benefit that employee has earned in exchange of their service in the current and prior periods and discounted back to the current valuation date to arrive at the present value of the defined benefit obligation. The defined benefit obligation is deducted from the fair value of plan assets, to arrive at the net asset / (liability), which need to be provided for in the books of accounts of the Group.

As required by the Ind AS 19, the discount rate used to arrive at the present value of the defined benefit obligations is based on the Indian Government security yields prevailing as at the balance sheet date that have maturity date equivalent to the tenure of the obligation.

The calculation is performed by a qualified actuary using the projected unit credit method. When the calculation results in a net asset position, the recognized asset is limited to the present value of economic benefits available in form of reductions in future contributions.

Remeasurements arising from defined benefit plans comprises of actuarial gains

and losses on benefit obligations, the return on plan assets in excess of what has been estimated and the effect of asset ceiling, if any, in case of over funded plans. The Group recognizes these items of remeasurements in other comprehensive income and all the other expenses related to defined benefit plans as employee benefit expenses in their profit and loss account.

When the benefits of the plan are changed, or when a plan is curtailed or settlement occurs, the portion of the changed benefit related to past service by employees, or the gain or loss on curtailment or settlement, is recognized immediately in the profit or loss account when the plan amendment or when a curtailment or settlement occurs.

With respect to Oman Branch, the Group provides end of service benefits to its expatriate employees. The entitlement to these benefits is based upon the employees’ final salary and length of service, subject to the completion of a minimum service period. The expected costs of these benefits are accrued over the period of employment.

provident fund

Retirement benefit in the form of provident fund is a defined contribution scheme. The Group is statutorily required to contribute a specified portion of the basic salary of an employee to a provident fund as part of retirement benefits to its employees. The contributions during the year are charged to the statement of profit and loss.

With respect to Oman branch, for Omani national employees, the Group makes contributions to the Omani public Authority for Social Insurance Scheme calculated as a percentage of the employees’ salaries. The Group’s obligations are limited to these contributions, which are expensed when incurred.

Compensated absence The employees can carry forward a portion

of the unutilized accrued compensated absences and utilize it in future service



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periods or receive cash compensation on termination of employment. The Group records an obligation for such compensated absences in the period in which the employee renders the services that increase the entitlement. The obligation is measured on the basis of independent actuarial valuation using the projected unit credit method. Actuarial losses/gains are recognized in the statement of profit and loss as and when they are incurred.

long term incentive

The Group has a long term incentive plan which is paid in three annual tranches. The Group accounts for the liability as per an actuarial valuation. The actuarial valuation of the long term incentives liability is calculated based on certain assumptions regarding prevailing market yields of Indian government securities and staff attrition as per the projected unit credit method made at the end of each reporting period. The actuarial losses/gains are recognised in the statement of profit and loss in the period in which they arise.

employee stock option scheme

Equity-settled share-based payments to employees are measured at the fair value of the equity instruments at the grant date. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of equity instruments that will eventually vest, with a corresponding increase in equity.

ICICI Bank Limited, the parent, also grants options to eligible employees of the Group under ICICI Bank Employee Stock Option Scheme. The options vest over a period of three years. The fair value determined on the grant date is expensed on a straight line basis over the vesting period with a corresponding increase in the equity as a contribution from the parent.

(ix) Borrowing costs

Borrowing costs include interest expense as per the effective interest rate (EIR) and other costs incurred by the Group in connection with the borrowing of funds. Borrowing costs directly attributable to acquisition or construction of those tangible fixed assets which necessarily take a substantial period of time to get ready for their intended use are capitalized. Other borrowing costs are recognized as an expense in the year in which they are incurred.

The difference between the discounted amount mobilized and redemption value of commercial papers is recognized in the statement of profit and loss over the life of the instrument using the EIR.

(x) foreign exchange transactions

The functional currency and the presentation currency of the Group is Indian Rupees. Transactions in foreign currency are recorded on initial recognition using the exchange rate at the transaction date. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency closing rates of exchange at the reporting date. Exchange differences arising on the settlement or translation of monetary items are recognized in the statement of profit and loss in the period in which they arise.

Assets and liabilities of foreign operations are translated at the closing rate at each reporting period. Income and expenses of foreign operations are translated at monthly average rates. The resultant exchange differences are recognized in other comprehensive income in case of foreign operation whose functional currency is different from the presentation currency and in the statement of profit and loss for other foreign operations. Non-monetary items which are carried at historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction.



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(xi) leases

operating lease: Lease arrangements where the risk and

rewards incidental to ownership of an assets substantially vest with the lessor, are recognised as operating lease.

Operating lease payments are recognised on as straight line basis over the lease term in the statement of profit and loss, unless the lease payments to the lessor are structured to increase in line with expected general inflation.

(xii) Income tax

The income tax expense comprises current and deferred tax incurred by the Group. Income tax expense is recognised in the income statement except to the extent that it relates to items recognised directly in equity or OCI, in which case the tax effect is recognised in equity or OCI. Income tax payable on profits is based on the applicable tax laws in each tax jurisdiction and is recognised as an expense in the period in which profit arises. Current tax is the expected tax payable/receivable on the taxable income or loss for the period, using tax rates enacted for the reporting period and any adjustment to tax payable/receivable in respect of previous years.

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purpose and the amounts for tax purposes.

Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised, for all deductible temporary differences, to the extent it is probable that future taxable profits will be available against which deductible temporary differences can be utilised. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws

that have been enacted or substantively enacted by the reporting date. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

The tax effects of income tax losses, available for carry forward, are recognised as deferred tax asset, when it is probable that future taxable profits will be available against which these losses can be set-off.

Additional taxes that arise from the distribution of dividends by the Group are recognised directly in equity at the same time as the liability to pay the related dividend is recognised.

(xiii) Cash and cash equivalents

Cash and cash equivalents for the purpose of cash flow statement include cash in hand, balances with the banks and short term investments with an original maturity of three months or less, and accrued interest thereon.

(xiv) Impairment of non financial assets

The Group assesses at the reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (“CGU”) fair value less costs of disposal and its value in use. The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments



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of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account, if available. If no such transactions can be identified, an appropriate valuation model is used. Impairment losses are recognised in statement of profit and loss.

(xv) 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.

(xvi) 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 Group 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 the notes to the financial statements.


(xvii) earnings per share

Basic earnings per share are 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 are 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.



p/206

3. CAsh And BAnK BAlAnCes(` million)



As at April 1, 2017

(i) Cash and cash equivalents

(a) Cash on hand * 0.0 0.0 0.0

(b) Balances with banks (of the nature of cash and cash equivalents)

In current accounts with banks

- In India with scheduled banks 18,251.3 1,302.5 1,163.8

- Outside India 239.4 218.2 32.3

(c) Cheques, drafts on hand 0.3 0.0 10.2

(d) Others (specify nature)

- Fixed Deposit with original maturity less than 3 months

350.0 250.0 -

- Interest accrued on Fixed Deposits 0.1 - -

total 18,841.1 1,770.7 1,206.3

(ii) other bank balances

(a) Fixed deposits with banks**

- In India 12,107.9 13,227.3 8,411.3

- Outside India 78.8 8.5 8.4

12,186.7 13,235.8 8,419.7

(b) Interest receivable 458.5 453.2 281.5

total 12,645.2 13,689.0 8,701.2

* ` 0.0 million indicates values are lower than ` 0.1 million, where applicable

** Fixed deposits under lien with stock exchanges amounted to ̀ 10,604.3 million (March 31, 2018 : ̀ 11,759.1 million) and kept as collateral security towards bank guarantees issued amounted to ` 393.9 million (March 31, 2018 : ` 383.3 million) and kept as collateral security against bank overdraft facility amounted to ` 1,115 million (March 31, 2018 : ` 1,089.7 million) and others ` 3.7 million (March 31, 2018 : ` 3.7 million)

4. deRIVAtIVe fInAnCIAl InstRuments(` million)



As at April 1, 2017

(i) Equity linked derivatives 17.0 1.6 5.6

total 17.0 1.6 5.6

Notional amounts 3,893.8 2,269.5 3,037.3

Fair value - assets - - -

Fair value - liabilities 17.0 1.6 5.6

Note : - The derivatives are used for the purpose of trading.

- Refer note 43 for management of risks arising from derivatives.



p/207

5. seCuRItIes foR tRAde(` million)



As at April 1, 2017

(A) At fair value through profit or losssecurities for trade in India

(i) Mutual funds- ICICI Mutual Fund Fixed Maturity plan - - 0.7

- ICICI prudential Mutual Fund Value FD SR 18 DVp 17MY21

1.1 - -

1.1 - 0.7 (ii) Debt securities(a) Non-convertible debentures

- 9.10 % Dewan Housing Finance Corp Limited (16-08-2019)

143.8 149.7 151.1

- 8.75 % ERFL (22-03-2021) 143.5 151.6 - - RCL Market Linked Debentures Series B-198

(09-04-2017) - - 21.5

- RCL Market Linked Debentures Series B-190 (13-04-2017)

- - 53.7

- 8.90% Indiabulls Housing Finance Ltd (26-09-2021)

- - 1.8

- 9.25 % Dewan Housing Finance (09-09-2023) - - 33.5 - 10.75 % Dewan Housing Finance (23-08-2099) - - 52.8

287.3 301.3 314.4 (b) Bonds- 8.49 % HDFC LTD (27-04-2020) 501.1 - - - 7.50 % HDFC LTD (07-07-2020) 495.3 - - - 8.80 % LIC HOUSING FINANCE LIMITED

(24-12-2020) 504.3 - -

- 8.30 % LIC HOUSING FINANCE LIMITED (15-07-2021)

100.1 - -

- 8.41 % HUDCO (15-03-2029) 76.0 - - - 8.30 % IRFC (25-03-2029) 100.9 - - - 8.75 % Axis Bank (14-12-2099) 2.9 - - - 8.85 % HDFC Bank (12-05-2099) - 4.0 - - 8.75 % Axis Bank (28-06-2099) - 18.9 - - 9.50 % Yes Bank (23-12-2099) - 25.6 -

1,780.6 48.5 - (c) Commercial paper:- KOTAK MAHINDRA INVESTMENT LTD Cp

(17-01-2020) 469.3 - -

(iii) Equity instruments- IRB InvIT Fund-EQUITY 24.8 29.9 - - Mahindra Lifespace Developers Limited - 0.0 0.0

24.8 29.9 0.0 total (A) - Gross 2,563.1 379.7 315.1 Less: Impairment loss allowance - - - total (A) - net 2,563.1 379.7 315.1



p/208

6. tRAde ReCeIVABles (` million)



As at April 1, 2017

(a) Receivables considered good - Secured 3,997.1 2,602.1 6,512.1

(b) Receivables considered good - Unsecured 772.7 498.9 578.2

(c) Receivables - credit impaired 149.6 120.8 64.8

Less: Impairment Loss Allowance (149.6) (120.8) (64.8)

total 4,769.8 3,101.0 7,090.3

No trade or other receivable are due from directors of the Company either severally or jointly with any other person. Nor any trade or other receivable are due from firms or private companies respectively in which any director is a partner, a director or a member.

7. loAns(` million)



As at April 1, 2017

(A) At amortised cost

(i) Margin trade funding 3,449.4 5,560.0 -

(ii) ESOp funding 586.0 226.9 49.6

total (A) - Gross 4,035.4 5,786.9 49.6

Less:Impairment loss allowance (2.7) (4.6) -

total (A) - net 4,032.7 5,782.3 49.6

(I) Secured by :

(i) Secured by tangible assets

- Collateral in the form of cash and securities in case of Margin trade funding

3,424.6 5,560.0 -

- Shares under ESOp in case of ESOp funding

586.0 226.9 49.6

(ii) Unsecured in case of Margin trade funding 24.8 - -

total (I) - Gross 4,035.4 5,786.9 49.6


total (I) - net 4,032.7 5,782.3 49.6

(II) Loans in India

(i) Others 4,035.4 5,786.9 49.6

total (II) - Gross 4,035.4 5,786.9 49.6


total (II) - net 4,032.7 5,782.3 49.6

(B) At fair value through other comprehensive income

- - -

(C) At fair value through profit or loss - - -

(d) At fair value designated at fair value through profit or loss

- - -

total (A) + (B) + (C) + (d) 4,032.7 5,782.3 49.6



p/209

8. InVestments(` million)



As at April 1, 2018

(A) At fair value through profit or loss(i) Investments in India Equity instruments - BSE Limited 7.0 8.6 11.2 - parabolic Drugs Limited - - 6.7 - Receivable Exchange of India Limited 18.8 26.7 24.0 - Universal Trustees private Limited 2.7 3.9 2.7 total - (A) 28.5 39.2 44.6

(B) At fair value through other comprehensive income

- - -

(C) At amortised cost - - - (d) At fair value designated at fair value


total (A) + (B) + (C) + (d) 28.5 39.2 44.6

9. otheR fInAnCIAl Assets(` million)



As at April 1, 2017

(A) security deposits :Unsecured, considered good(i) Security deposit for leased premises and

assets 199.7 189.2 286.0

(ii) Security deposit with stock exchanges 65.4 60.7 30.4 (iii) Other security deposits 9.4 11.2 - (iv) Margin deposits with stock exchange 54.6 (0.0) - (v) Security deposit with related parties (a) ICICI Bank Limited 2.3 2.1 2.0 (b) ICICI Lombard General Insurance

Company Limited 0.1 0.1 0.1

331.5 263.3 318.5 (B) others :

(i) Accrued income from services 358.4 365.9 438.5 (ii) Accrued interest 96.3 11.1 13.6 (iii) Others 30.2 573.4 24.5

484.9 950.4 476.6 total 816.4 1,213.7 795.1

Others includes amounts due from ICICI Bank Ltd ` 0.6 million (previous year ` 545.9 million towards reimbursement of IpO expenses

10. CuRRent tAX Assets (net)(` million)



As at April 1, 2017

Advance payment of income tax (net)[net of provision for tax of ` 12,642.9 million (March 31, 2018 : ` 12,642.9)]

1,306.5 1,062.1 971.0

total 1,306.5 1,062.1 971.0



p/210

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p/211

12. otheR non-fInAnCIAl Assets(` million)



As at April 1, 2017

(i) Capital advances - 0.1 -

(ii) Advances other than capital advances:

- prepaid expenses 167.9 192.8 191.1

- Advance to creditors 93.9 107.7 87.5

- Others 167.7 313.3 80.6

total 429.5 613.9 359.2

13. pAYABles(` million)



As at April 1, 2017

(I) trade payables :

(a) total outstanding dues of micro enterprises and small enterprises

- - -



23,362.0 6,116.8 4,863.3

(II) other payables:

(a) total outstanding dues of micro enterprises and small enterprises

- - -



- - -

total (I) and (II) 23,362.0 6,116.8 4,863.3

14. deBt seCuRItIes(` million)



As at April 1, 2017


Debt securities in India

(i) Commercial paper 4,473.0 6,724.2 3,953.4

(repayable within one year)

(B) At fair value through profit or loss - - -

(C) designated at fair value through profit or loss

- - -

total 4,473.0 6,724.2 3,953.4



p/212

15. BoRRoWInGs (otheR thAn deBt seCuRItIes)(` million)



As at April 1, 2017


(i) Secured loans

Bank overdraft - - -

(Secured against first charge on all receivables, book debts, cash flows, and proceeds arising therefrom and a lien on fixed deposits including but not limited to the Group's cash in hand both present and future)

total - - -

16. deposIts(` million)



As at April 1, 2017


(i) Security Deposits 45.3 47.0 33.2

total 45.3 47.0 33.2

17. otheR fInAnCIAl lIABIlItIes(` million)



As at April 1, 2017

(i) Margin money 2,283.5 1,626.5 1,822.5

(ii) Others 1.4 1.6 1.6

total 2,284.9 1,628.1 1,824.1

18. pRoVIsIons(` million)



As at April 1, 2017

(i) provision for employee benefits

(a) provision for gratuity (Refer Note 41) 563.2 466.8 361.4

(b) provision for compensated absence (refer note 41)

100.4 67.9 27.7

total 663.6 534.7 389.1



p/213

19. otheR non-fInAnCIAl lIABIlItIes(` million)



As at April 1, 2017

(a) Revenue received in advance(i) Income received in advance 81.3 31.7 42.6

(b) Other advances(i) prepaid Brokerage 2,610.3 2,320.7 2,012.3

(c) Others - (i) Statutory liabilities 556.9 657.2 313.4 (ii) Employee related liabilities 2,019.1 2,165.9 1,945.1 (iii) Other liabilities 18.3 34.0 27.0

2,594.3 2,857.1 2,285.5 total 5,285.9 5,209.5 4,340.4

20. shARe CApItAl(` million)



As at April 1, 2017

(a) Authorised:400,000,000 equity shares of ` 5/- each (March 31, 2018 : 400,000,000 equity shares of ` 5/- each) (April 1, 2017 : 1000,000,000 equity shares of ` 2/- each)

2,000.0 2,000.0 2,000.0

5,000,000 preference shares of ` 100/- each (March 31, 2018 : 5,000,000 of preference shares of ̀ 100/- each) (April 1, 2017 : 5,000,000 of preference shares of ` 100/- each)

500.0 500.0 500.0

2,500.0 2,500.0 2,500.0 (b) Issued, subscribed and fully paid-up shares:

322,141,400 equity shares of ̀ 5/- each, fully paid (March 31, 2018 : 322,141,400 equity shares of ` 5/- each, fully paid) (April 1, 2017 : 805,353,500 equity shares of ` 2/- each, fully paid)

1,610.7 1,610.7 1,610.7

total issued, subscribed and fully paid-up share capital

1,610.7 1,610.7 1,610.7

(c) Reconciliation of the shares at the beginning and at the end of the reporting year

equity sharesAs at march 31, 2019 As at march 31, 2018 As at April 1, 2017

nos (` million) nos (` million) nos (` million)At the beginning of the year 322,141,400 1,610.7 805,353,500 1,610.7 805,353,500 1,610.7 Issued during the year - - - - - - Consolidation of shares during the year-Nos (refer note below)*

- - (483,212,100) - - -


322,141,400 1,610 .7 322,141,400 1,610 .7 805,353,500 1,610 .7

*The shareholders of the Company have, at the Extraordinary General Meeting (EGM) held on December 4, 2017 accorded their consent to the consolidation of the authorised and issued equity share capital of the Company by increasing the nominal value of the equity share from ` 2/- (Rupees two only) each to ` 5/- (Rupees five only) each. The record date for the consolidation was December 8, 2017. Accordingly, the revised authorised equity share capital of the Company now stands at 400,000,000 equity shares of ` 5/- each and issued, subscribed and paid up equity share capital 322,141,400 equity shares of ` 5/- each.



p/214

During the year ended March 31, 2018, the Company completed the Initial public Offering (IpO) through an Offer for Sale of 66,925,305 equity shares of ` 5/- each at a price of ` 520/- per equity share by ICICI Bank Limited, the Holding Company, aggregating upto ` 34,801.2/- million. The equity shares of the Company were listed on the National Stock Exchange of India Limited and BSE Limited on April 4, 2018.

(d) terms / rights attached to equity shares

The Company has only one class of equity shares having par value of ̀ 5/- per share with effect from December 4, 2017. Till December 3, 2017, the Company had only one class of equity share having par value of ` 2/- per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

The Board of Directors at its meeting held on 18th October, 2018 declared and paid an interim dividend of ` 3.70 per equity share of the face value of ` 5 each. The Board has recommended a final dividend of ` 5.70 per equity share for FY2019, aggregating to ` 2,213.7 million, including dividend distribution tax of ` 377.4 million.


(e) pattern of shareholding

Details of shares held by shareholders holding more than 5%of the aggregate shares in the Company :

shareholderAs at march 31, 2019 As at march 31, 2018 As at April 1, 2017

nos % of holding

nos % of holding

nos % of holding

ICICI Bank limited (parent) & its nominees

255,216,095 79.22% 255,216,095 79.22% 805,353,500 100%

total 255,216,095 79.22% 255,216,095 79.22% 805,353,500 100%

(f) there are no shares reserved for issue under options and contracts/commitments for the sale of shares or disinvestment.

(g) other details of equity shares for a period of five years immediately preceding march 31, 2019:

particulars2019 2018 2017 2016 2015

no of shares

Aggregate number of share allotted as fully paid up pursuant to contract(s) without payment being received in cash

- - - - -

Aggregate number of shares allotted as fully paid bonus shares - - - - -

Aggregate number of shares bought back - - - - -

(h) Capital management:

The Group’s objective for capital management is to maximise shareholder value, safeguard business continuity and support the growth of the Group. The Group 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 Group is not subject to any externally imposed capital requirements.



p/215

21. otheR eQuItY

(` million)



As at April 1, 2017

(i) Reserves and surplus

(a) Securities premium

Opening balance 244.0 244.0 244.0

Add : Additions during the year (net) - - -

Closing balance 244.0 244.0 244.0

(b) General reserve


Add : Additions during the year (net) - - -


(c) Equity-settled share-based payment reserve

(refer note 38 for details on share based payment )

Opening balance - - -

Add : Additions during the year (net) 4.1 - -

Closing balance 4.1 - -

(e) Retained earnings

Opening balance 5,683.0 2,296.9 1,412.2

Add: Other comprehensive income for the year (25.9) (16.1) (33.4)

Add: profit after tax for the year 4,907.3 5,534.7 3,385.8

10,564.4 7,815.5 4,764.6

Less: Appropriations

(a) Dividend on equity shares 2,447.8 1,771.8 2,050.3

(b) Dividend distribution tax on equity dividend 503.3 360.7 417.4

Closing balance 7,613.3 5,683.0 2,296.9

(ii) exchange difference on translating the financial statements of a foreign operation


Add : Additions during the year (net) 0.5 1.2 (4.0)


(iii) deemed equity contribution from the parent

(refer note 38 for details on share based payment)

Opening balance 205.3 130.3 -

Add : Additions during the year (net) 60.7 75.0 130.3


total 8,862.0 6,866.4 3,404.1



p/216

nature and purpose of reserve

(A) securities premium Securities premium reserve is used to record the premium on issue of shares. The reserve 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 value of share options granted

to the employees by the Company. In case of share options granted by the Company, the reserve will move to the share capital account on issue of shares.

(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 recognised in other comprehensive income (net of taxes).

(e) exchange difference on translating the financial statements of a foreign operation Under Ind AS, in cases 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 This reserve is created by debiting the statement of profit and loss account with the value of share options granted

to the employees by parent Bank. This reserve is in the nature of an equity contribution by parent bank in respect of options granted by the parent.

22. InteRest InCome(` million)



(A) Interest income on financial assets measured at amortised cost :

(i) Fixed deposits with Banks 969.9 805.8

(ii) Funding and late payments 769.6 746.3

(iii) Other deposits 0.2 0.2

(B) Interest income on financial assets measured at fair value through profit or loss :

(i) Securities held for trade 52.3 22.0

(C) Interest income on financial assets measured at fair value through oCI :

- -

total 1,792.0 1,574.3



p/217

23. net GAIn on fAIR VAlue ChAnGes(` million)



(A) net gain/(loss) on financial instruments at fair value through profit or loss(i) profit/(loss) on sale of derivatives held for trade (net) 73.0 85.6 (ii) profit/(loss) on other securities held for trade 103.8 129.0

(B) others- profit/(loss) on sale of investments (net) at fair value

through profit or loss(10.8) 6.5

(C) total net gain on fair value changes 166.0 221.1 (d) fair value changes:

- Realised 161.4 184.2 - Unrealised 4.6 36.9

total 166.0 221.1

24. otheR InCome(` million)



(i) Net gain on foreign currency transaction and translation 17.4 - (ii) Interest on income tax refund 207.1 - total 224.5 -

25. fInAnCe Costs(` million)



(A) net gain/ (loss) on financial liabilities measured at fair value through profit or loss

- -

(B) on financial liabilities measured at amortised cost :(a) Interest expense 412.6 483.3 (b) Other borrowing cost 10.8 11.7

total 423.4 495.0

26. ImpAIRment on fInAnCIAl InstRuments(` million)



(A) on financial instruments measured at fair value through oCI:

- -

(B) on financial instruments measured at amortised cost:(a) Loans (1.9) 4.6 (b) Others

- On trade receivables 28.8 55.9

total 26.9 60.5



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27. opeRAtInG eXpenses(` million)



(a) Bad and doubtful debts 22.3 12.6 (b) Transaction charges 104.4 100.9 (c) Turnover fees and stamp duty 38.1 25.0 (d) Custodial and depository charges 342.3 471.7 (e) Call centre charges 122.0 123.2 (f) Franking charges 152.5 149.4 (g) Scanning expenses 25.4 47.1 (h) Customer loss compensation 5.4 16.1 (i) Other operating expenses 38.5 33.9 total 850.9 979.9

28. emploYee BenefIts eXpenses(` million)



(a) Salaries and wages 4,930.7 4,948.3 (b) Contribution to gratuity / provident and other funds (refer note 41) 280.4 255.3 (c) Share based payments to employees (refer note 38) 64.8 75.0 (d) Staff welfare expenses 269.0 224.9 total 5,544.9 5,503.5

29. otheR eXpenses(` million)



(a) Rent and amenities 670.6 653.7 (b) Insurance 4.4 4.1 (c) Travelling and conveyance expenses 253.8 229.8 (d) Business promotion expenses 97.3 124.3 (e) Repairs, maintenance, upkeep and others 433.9 414.5 (f) Rates and taxes 52.2 53.5 (g) Electricity expenses 77.5 63.2 (h) Communication expenses 168.8 183.6 (i) Loss on sale of property, plant and equipment (net) 4.6 16.8 (j) Advertisement and publicity 83.4 86.3 (k) printing and stationery 33.0 29.0 (l) Subscription and periodicals 98.2 88.9 (m) Legal and professional charges 120.0 121.5 (n) Director’s fees, allowances and expenses 6.5 5.1 (o) Auditor’s fees and expenses 12.6 8.8 (p) Corporate Social Responsibility (CSR) expenses 118.4 91.6 (q) Recruitment expenses 27.8 31.1 (r) Net loss on foreign currency transaction and translation - 17.6 (s) Royalty expenses 55.8 33.9 (t) Miscellaneous Expenses 8.5 - total 2,327.3 2,257.3



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30. AppRoACh on eXemptIons undeR Ind As 101 fIRst tIme AdoptIon of IndIAn ACCountInG stAndARds

first time adoption of Ind As

For reporting periods up to and including the year ended March 31, 2018, the Group prepared its financial statements in accordance with Indian GAAp. The Group has prepared its financial statements in accordance with Ind AS prescribed under section 133 of the Act and other accounting principles generally accepted in India and as notified by Ministry of Corporate Affairs with the transition date being April 1, 2017. The impact of transition has been provided in the Opening Reserves as at April 1, 2017.

In preparing these financial statements, the Group has opted to avail the choices available for certain transitional provisions within Ind AS 101, ‘First time adoption of Indian Accounting Standards’, which offers exemption from applying specified Ind AS retrospectively. The most significant of these provisions are in the following areas:

i. Business combinations

The Company has elected not to apply Ind AS 103- Business Combinations, retrospectively to past business combinations that occurred before April 1, 2017 (transition date).

ii. deemed cost for property, plant and equipment and intangible assets

The Group has elected to continue with the carrying value for all of its property, plant and equipment and intangible assets as measured as per the previous GAAp and use that as its deemed cost as at the date of transition.

iii. Classification and measurement of financial assets

At the transition date, the Group assessed the conditions for classification of financial assets and accordingly classified its financial assets at either amortised cost, fair value through other comprehensive income or fair value through profit and loss account, as appropriate, under the provisions of Ind AS 109, ‘Financial Instruments’.

iv. share based payment transactions

The parent of the Group has issued share options to the eligible employees of the Group. The Group has elected not to apply recognition and measurement requirements under Ind AS 102 for share based payments for the options vested before the transition date. Options which remain unvested on the date of transition will be fair valued and entire cost till the transition date will be recorded through retained earnings and through the statement of profit and loss thereafter.

v. de-recognition of financial assets

The Group has elected to not recognise financial assets or financial liabilities which were de-recognised in accordance with its previous GAAp as a result of transactions that occurred before the transition date.

vi. Revenue from contracts with customers

The Group has availed the following practical expedients in applying the standard retrospectively:

a. For completed contracts within the same annual reporting period, no restatement has been done;

b. For completed contracts that have variable consideration, the Group has used the transaction price at the date the contract was completed rather than estimating variable consideration amounts in the comparative reporting periods; and

c. For all reporting periods presented before the beginning of the first Ind AS reporting period, no disclosures of the amount of transaction price allocated to the remaining performance obligations have been done.



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Reconciliation of net worth and net income between Indian GAAp and Ind As financial statements.

A. Reconciliation of shareholders’ equity as per Indian GAAp and Ind As financial statements

(` million)

particulars note As at April 1, 2017

As on march 31, 2018

net-worth as per Indian GAAp 4,895.6 8,341.8

Adjustments under Ind AS :

Fair valuation of securities (a) 27.7 29.7

Commercial paper borrowing cost adjustment (b) 0.8 0.9

Lease rent adjustment (d) 174.1 206.4

Allowances for expected credit losses (e) (10.2) (4.6)

Deferment of revenue (f) (5.0) (15.5)

Valuation of security deposits (g) (7.2) (11.1)

Deferred tax on adjustments (h) (61.0) (70.5)

total impact on net worth 119.2 135.3

total shareholders’ equity as per Ind As financial statements

5,014.8 8,477.1

B. Reconciliation of net profit as per Indian GAAp and Ind As financial statements

(` million)

particulars note for the year ended march 31,2018

net profit as per Indian GAAp 5,577.3

Adjustments on account of:

Fair valuation of securities (a) 2.0

Commercial paper borrowing cost adjustment (b) 0.1

Accounting for compensation costs (c) (50.3)

Lease rent adjustment (d) 32.2

Allowances for expected credit losses (e) 5.6

Deferment of revenue (f) (10.5)

Valuation of Security Deposits (g) (3.9)

Deferred tax on adjustments (h) (17.8)

net profit as per Ind As financial statements 5,534.7

Re-measurement of net-defined employee benefits plan (24.7)

Tax benefit/(expense) 8.6

total comprehensive income as per Ind As financial statements 5,518.6



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C. Reconciliation of statement of Cash flows

There were no material differences between the Statement of Cash Flows presented under Ind AS and the previous GAAp.

notes to the reconciliations.

(a) Valuation of debt and equity securities:

Under Indian GAAp, investments that are acquired with the intention of holding them for not more than one year from the date on which such investments are made, are considered as current investment and shown as securities for trade. Investments acquired with the intention of holding for more than one year from the date on which such investments are made are classified as long-term investments. The securities held as securities for trade is carried at cost or market value, determined on an individual investment basis, whichever is lower. Accordingly, only mark-to-market losses on securities held as securities for trade is recognised in the statement of profit and loss while gains are ignored. Long term investments are carried at acquisition cost after providing for diminution in value, if such diminution is other than of a temporary nature. As per Ind AS, all financial assets have to be classified at ‘amortised cost’, ‘fair value through other comprehensive income’ or ‘fair value through profit and loss’. These classifications are based on the business model test and the contractual cash flow test. Under Indian GAAp, unrealized gains were not accounted in the books. Under Ind AS, unrealized gains have been accounted in the statement of profit and loss.

This has resulted in an increase in retained earnings in April 2017 and March 2018 of ` 27.7 million and ` 29.7 million respectively and an increase in the net profit for the year ended March 2018 of ` 2.0 million.

(b) effective Interest rate on borrowings

Under Indian GAAp, expenses incurred on the issue of commercial paper were expensed when incurred. Under Ind AS, the interest is calculated on effective interest rate basis. This has resulted in an increase in net profit of ` 0.1 million for the year ended March 31, 2018 and an increase in the retained earnings of ` 0.8 million in April 2017 and ` 0.9 million in March 2018.

(c) Accounting for compensation costs:

Under Indian GAAp, the Group did not account for the ESOps granted by the parent to its employees. Under Ind AS, the Group has accounted for the unvested portion of the ESOp’s granted to its employees by the parent on the transition date in its statement of profit and loss.

Under Indian GAAp, actuarial gains/losses are recognized on the balance sheet of the enterprise in the year in which they arise through suitable credit/debit in the statement of profit and loss of the year. Under Ind AS, remeasurements of the net defined benefit liability which comprise of actuarial gains/losses and the return on plan assets are recognised in Other Comprehensive Income. The amount lying in the Other Comprehensive Income never recycles back to income statement. Both of these have resulted in a net decrease in the net profit of ` 50.3 million for the year ended March 31, 2018. There is no net worth impact on accounting for the options granted at fair value.



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(d) lease rent escalation:

Under Indian GAAp, lease payments under an operating lease are recognised as an expense in the statement of profit and loss on a straight-line basis over the lease term, unless another systematic basis is more representative of the time pattern of the users benefit. Under Ind AS, lease payments under an operating lease are recognised as an expense in the statement of profit and loss on a straight-line basis over the lease term unless (a) another systematic basis is more representative of the time pattern of the user’s benefit; or (b) the payments to the lessor are structured to increase in line with expected general inflation for cost increases. The Group has accounted for the lease payments without considering the straight lining effect over the lease term.

This has resulted in an increase in retained earnings of ` 174.1 million in April 2017 and ` 206.4 in March 2018 and a credit to the statement of profit and loss of ` 32.2 million for the year ended March 31, 2018.

(e) Impairment of financial assets:

Under Indian GAAp, the Group recognized impairment on loans and trade receivables based on the ageing of the due balance. Under Ind AS, the Group applies the expected credit loss model (ECL) for measurement and recognition of impairment loss. The loans are categorized into three stages and the 12 month or lifetime expected loss as applicable is calculated. The Group recognizes lifetime expected credit loss for trade receivables. The Group considers outstanding for more than 90 days for calculation of expected credit loss.

This has resulted in a reduction in the retained earnings by ` 10.2 million and ` 4.6 million in April 2017 and March 2018 respectively and a credit in the statement of profit and loss of ` 5.6 million for the year ended March 31, 2018.

(f) Accounting for revenue:

Under Ind AS, the Group has considered the revenue in case of its investment banking and training fee income on completion of the performance obligation as required in the Ind AS 115. This has resulted in a decrease in retained earnings by ` 5.0 million and ` 15.5 million in April 2017 and March 2018 respectively and a debit in the statement of profit and loss of ` 10.5 million for the year ended March 31, 2018.

(g) Accounting for security deposits:

Under Indian GAAp, the security deposits given were accounted on the transaction price. Ind AS requires such assets to be recognized at present value. This has led to a decrease in the value of the security deposits on the date of transition which was adjusted in the retained earnings. The excess of the principal amount of the deposit over its fair value shall be recognized as rent expense which shall be amortized to profit or loss on a straight-line basis over the lease term, partially set off by the notional interest income recognised on such deposit. The increase in interest income is known as unwinding of interest accounted under other income.

The above transition has impacted a decrease in retained earnings by ` 7.2 million and ` 11.1 million in April 2017 and March 2018 respectively and a debit in the statement of profit and loss of ` 3.9 million for the year ended March 31, 2018.

(h) deferred tax asset/liability

The transitional Ind AS adjustments has led to temporary differences in the tax and accordingly deferred tax impact on these adjustments has been accounted.



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31. eARnInGs peR shARe The computation of basic and diluted earnings per share is given below:

(` million)

particulars for the year ended march 31, 2019


Net profit after tax (` million) (A) 4,907.3 5,534.7

Weighted average number of equity shares outstanding for basic EpS (in million) (B)

322.1 322.1

Basic earnings per share (`) (A) / (B) 15.23 17.18

Add: Weighted average number of potential equity shares on account of employee stock options (in million) (C)

0.1 -

Weighted average number of equity shares outstanding for diluted EpS (in million) (D) = (B)+(C)

322.2 322.1

Diluted earnings per share (`) (A) / (D) 15.23 17.18

Nominal value per share (`) 5.00 5.00

32. RelAted pARtY dIsClosuRes As per Indian Accounting Standard on related party disclosures (Ind AS 24), the names of the related parties of the

Group are as follows:


Holding Company : ICICI Bank Limited

B. other related parties where transactions have occurred during the year

a. fellow subsidiaries:

ICICI Securities primary Dealership Limited; ICICI prudential Life Insurance Company Limited; ICICI Lombard General Insurance Company Limited; ICICI prudential Asset Management Company Limited; ICICI Home Finance Company Limited; ICICI Venture Funds Management Company Limited.

b. ICICI securities employees Group Gratuity fund

c. directors and Key management personnel of the Company

i) Vinod Kumar Dhall – Chairman (wef October 19, 2018)

ii) Ashvin parekh – Independent Director

iii) Subrata Mukherji – Independent Director

iv) Vijayalakshmi Iyer – Independent Director

v) Anup Bagchi – Director (wef October 11, 2018)

vi) Shilpa Kumar – Managing Director and CEO

vii) Ajay Saraf – Executive Director

viii) Chanda Kochhar – Chairperson (till October 5, 2018)

ix) Vishakha Mulye – Director (till October 5, 2018)



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d. Key management personnel of parent

i) Sandeep Bakhshi – Managing Director and CEO of ICICI Bank Limited (wef October 15, 2018)

ii) Vijay Chandok – Executive Director of ICICI Bank Limited

iii) Anup Bagchi – Executive Director of ICICI Bank Limited

iv) Dileep Choksi – Executive Director of ICICI Bank Limited

v) Chanda Kochhar – Managing Director and CEO of ICICI Bank Limited (till October 5, 2018)

vi) N. S. Kannan – Executive Director of ICICI Bank Limited

vii) Vishakha Mulye – Executive Director of ICICI Bank Limited

viii) Mahendra Sharma – Non-Executive Director of ICICI Bank Limited (till June 30, 2018)

e. Relatives of Key management personnel

i) Sarika Saraf – Spouse of Mr. Ajay Saraf ii) Ayuj Saraf – Son of Mr. Ajay Saraf iii) Avantica Saraf – Daughter of Mr. Ajay Saraf iv) Animesh Bagchi – Father of Mr. Anup Bagchi v) Shishir Bagchi – Brother of Mr. Anup Bagchi vi) Arun Bagchi – Brothers of Mr. Anup Bagchi vii) poornima Choksi – Spouse of Mr. Dileep Choksi viii) Udayan Choksi – Son of Mr. Dileep Choksi ix) Mona Bakhshi – Spouse of Mr. Sandeep Bakhshi x) Shivam Bakhshi – Son of Mr. Sandeep Bakhshi xi) Esha Bakhshi – Daughter of Mr. Sandeep Bakhshi xii) Minal Bakhshi – Daughter of Mr. Sandeep Bakhshi xiii) Ashwin pradhan – Son in-law of Mr. Sandeep Bakhshi xiv) puneet Sharma – Son of Mr. Mahendra Sharma xv) purva Sharma – Daughter in-law of Mr. Mahendra Sharma xvi) Abhilash Mana – Son in-law of Mr. Tushaar Shah

f. entity controlled or jointly controlled by Kmp of ICICI Bank: ICICI foundation for Inclusive Growth


Income and expense items:

(for the year ended)

(` million)


holding Company

fellow subsidiary Companies

march 31, 2019

march 31, 2018

march 31, 2019

march 31, 2018

Income from services and brokerage (commission and fees)

254.3 257.5



549.9 513.2

ICICI Securities primary Dealership Limited 3.6 3.5



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(` million)


holding Company


march 31, 2019

march 31, 2018

march 31, 2019

march 31, 2018


10.8 9.1


142.2 183.6


0.5 0.5

Interest income 107.9 86.9

staff expenses 25.1 12.6

ICICI Securities primary Dealership Limited (0.4) (0.2)


0.71 3.51


94.52 92.12


3.9 (0.1)

operating expenses 469.3 633.1

other expenses 249.7 211.1


3.0 3.6



1.9 1.8

finance cost4 2.4 6.2

dividend paid 1,939.63 1,771.8

sale of bond

ICICI Securities primary Dealership Limited 250.6 -

1 Excludes an amount of ` 4.1 million (March 31, 2018: ` 3.5 million), received as premium by ICICI prudential Life Insurance Company Limited from customers of the Company under the Company Insurance policy. The premium is paid by the customers directly to ICICI prudential Life Insurance Company Limited.

2 Excludes an amount of ` 34.4 million (March 31, 2018: ` 27.7 million) received towards reimbursement of claims submitted by the employees under Company health insurance policy.3 Includes final dividend for Financial Year 2018 and interim dividend for Financial Year 2019.

4 The Company has a credit facility of ̀ 5,900.0 million (March 31, 2018: ̀ 6,000.0 million) from ICICI Bank Limited. The balance outstanding

as on March 31, 2019 is Nil (March 31, 2018: Nil).

The Company has contributed ` 35.0 million (March 31, 2018: Nil) to ICICI Securities Company Gratuity Fund during the year.

The Company has contributed ` 88.8 million (March 31, 2018: ` 86.8 million) to ICICI Foundation for contribution towards CSR.



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Balance sheet Items:

(outstanding As on)

(` million)


holding Company


march 31, 2019

march 31, 2018

march 31, 2019

march 31, 2018

share capital 1,276.1 1,276.1

payables 113.6 94.8


0.6 0.7


0.4 0.1

ICICI Securities primary Dealership Limited - 0.2

fixed assets purchases 0.8 -


- 1.7


- 1.0

fixed deposits(` 374.2 kept as Collateral security towards bank guarantees) (previous year ` 374.2))

1,492.9 1,717.6


Bank balance(Net of current liabilities of ` 0.8 (previous year ` 0.8)

18,226.0 1,290.4

deposit 2.3 2.6


0.1 0.1

loans & advances (including prepaid expenses)

0.6 0.1


3.7 5.7


2.8 2.5


other assets 0.6 545.9

Receivables


72.3 17.7


0.5 1.1


10.1 22.6





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(` million)


holding Company


march 31, 2019

march 31, 2018

march 31, 2019

march 31, 2018


0.6 -



0.5 0.6


- 33.7


34.5 1.9


Key management personnel The details of compensation paid for the year ended March 31, 2019 as below –

(` million)

particulars shilpa Kumar Ajay saraf

march 31, 2019

march 31, 2018

march 31, 2019

march 31, 2018

Short term employee benefits 40.2 27.9 31.3 26.1

post employment benefits* 2.6 3.8 2.0 2.3

total 42.8 31.7 33.3 28.4

*As the liabilities for gratuity and leave compensation are provided on an actuarial basis for the Company as a whole, the amounts pertaining to the key management personnel is not included above.

The compensation paid includes bonus paid, long term incentives paid and contribution to provident fund.

The Directors have received share options of ICICI Bank Limited and ICICI Securities Limited. The cost of the options granted to the Directors for the year ending March 31, 2019 is ` 53.0 million.

The Company has paid ` 0.5 million (previous year ` 0.5 million) to the relative of director towards scholarship under employee benefit policy. Also the Company has received brokerage amounting to ` 2.1 million (previous year ̀ 0.1 million) from the key management personnel and ̀ 0.1 million (previous year ` Nil) from relatives of the key management personnel.

During the year ended March 31, 2019, the Company paid dividend amounting to ` 0.2 million (previous year ` Nil) to its KMps and their relatives who are shareholders. This dividend includes final dividend for Financial Year 2018 and interim dividend for Financial Year 2019.

During the year the Company has paid ` 3.5 million (previous year ` 3.1 million) sitting fees to the Directors of the Company. The Company also provided for commission for Financial Year 2019 amounting to ` 3.0 million (previous year ` 2.0 million) to the Independent Directors of the Company.



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33. ContInGent lIABIlItIes

A. tax matters:

(` million)



Disputed direct tax matters under appeal 960.6 1,046.3

Disputed indirect tax matters under appeal 484.0 156.1

B. Recent Judgement on provident fund:

There has been a Supreme Court (SC) judgement dated 28th February, 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 Group 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.

ii. The Group’s pending litigations comprise of claims against the Group pertaining to proceedings pending with Income Tax, Sales tax/VAT, Service tax and other authorities. The Group 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 Group does not expect the outcome of these proceedings to have a materially adverse effect on its financial results.

iii. The Group 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 ` 45.8 million (March 31, 2018: ` 17.3 million).

35. mICRo And smAll enteRpRIses

There are no micro, small and medium enterprises, to which company owes dues, as at March 31, 2019. This information is required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 that has been determined to the extent such parties have been identified on the basis of information available with the Company.

36. leAse

The Group’s significant leasing arrangements are in respect of operating leases for premises which are renewable on mutual consent at agreed terms. Certain agreements provide for cancellation by either party or certain agreements contains clause for escalation and renewal of agreements. The non-cancellable operating lease agreements are ranging for a period 3 to 7 years. There are sub-lease agreements which are renewable on mutual consent at agreed terms. The aggregate lease rentals payable are charged to the statement of profit and loss. The Company has also obtained office equipment and furniture and fixtures on operating lease. The lease period for these also range from 3 to 5 years.



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There are no restrictions placed upon the lessee by entering into these leases (e.g., such as those concerning dividends, additional debt and further leasing).

Lease payments recognized in the statement of profit and loss during the year are as follows:

(` million)

particulars Year ended 31-mar-19

Year ended 31-mar-18

Lease rentals 603.1 573.9

Future minimum rentals payable under non-cancellable operating lease as at March 31, 2019 are, as follows:

(` million)



future minimum lease rentals payable


- Later than one year but not later than five years 529.7 540.8

- Later than five years 10.5 136.8

Total minimum sublease payments expected to be received under non-cancellable operating subleases for each of the following periods:

(` million)



future minimum lease rentals receivable


- Later than one year but not later than five years - 17.9

- Later than five years - -

37. ChAnGe In lIABIlItIes ARIsInG fRom fInAnCInG ACtIVItIes (` million)

particulars April 1, 2018

Cash flows

Changes in fair values


Debt securities 6,724.2 (2,263.5) - 12.3 4,473.0

(` million)

particulars April 1, 2017

Cash flows

Changes in fair values


Debt securities 3,953.4 2,753.5 - 17.3 6,724.2

*Includes the effect of accrued but not paid interest on borrowing, amortisation of processing fees etc.



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38. shARe BAsed pAYments

A. employees stock option scheme, 2017 (esos- 2017)

The Group has formulated the ICICI Securities Limited - Employees Stock Option Scheme, 2017 (ESOS- 2017). This scheme envisaged grant of share options to eligible employees to enhance employee motivation, to enable employees to participate in the long term growth and financial success of the Group and to act as a retention mechanism, by enabling employee participation in the business as an active stakeholder to usher in an 'owner-manager' culture.

The Members of the Group had, at the Extra-ordinary General Meeting held on December 8, 2017, approved the ICICI Securities Limited - Employees Stock Option Scheme, 2017 (ESOS- 2017) Scheme. pursuant to Regulation 12 of the SEBI Regulations, the Group could not make any fresh grant which involved allotment or transfer of shares to its employees under any scheme formulated prior to its initial public offer and listing of its equity shares, unless such scheme is ratified by the shareholders of the Group. The equity shares of the Group were listed on National Stock Exchange of India Limited and BSE Limited with effect from April 4, 2018 and accordingly, the Scheme alongwith some amendments, was ratified by the shareholders of the Group at the Annual General Meeting held on August 30, 2018. The amendments were done to align the Scheme to ICICI Group norms and market practice. No grants had been made under the Scheme before its ratification.

The scheme is compliant with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014. pursuant to SEBI (Share Based Employee Benefits) Regulations, 2014, options are granted by the Board Governance, Remuneration & Nomination Committee (BGRNC) and approved by the Board.

Eligibility as defined in the scheme “ESOS – 2017” means (i) permanent employee of the Group who has been working in India or outside India, or (ii) a director of the Group whether a whole time director or not but excluding an independent director, or (iii) employees of the Subsidiaries of the Group (the ‘Subsidiaries’), or (iv) employees of the Holding Group of the Group (the ‘Holding Group’). Under this scheme, the maximum number of options granted to any eligible employee/director in a financial year shall not, except with the approval of the Board of Directors of ICICI Securities Limited, exceed 0.10% of the issued shares of the Group at the time of grant of options and the aggregate of all such options granted to the eligible employees shall not exceed 5% of the aggregate of the number of issued shares of the Group, from time to time, on the date(s) of grant of option(s). The options granted but not vested and the options vested but not exercised in accordance with this Scheme or the Award Confirmation or the Vesting Confirmation shall terminate and the shares covered by such terminated options shall become available for future grant under this Scheme.

During the year, the Company granted options to its Directors. The details are as follows:

scheme Year date of Grant

number of options granted

Vesting Conditions exercise period

exercise price (`) per share

ESOS -2017

2019 October 19, 2018

176,700 30% of the options would vest on October 19, 2019, 30% of the options would vest on October 19, 2020 and the balance 40% of the options would vest on October 19, 2021.

5 years from date of vesting.

256.55



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the activity in the stock option plan is summarized below:

scheme Year outstanding at the beginning of the year

Granted during the year

forfeited during the year

exercised during the year

expired during the year


exercisable at the end of the year

ESOS -2017 2019 Nil 176,700 Nil Nil Nil 176,700 Nil

The fair value of the underlying shares has been determined by an independent valuer. The following assumptions were used for calculation of fair value of grants in accordance with the Black- Scholes options pricing model. The fair value of the options granted in Financial Year 2019 is ` 90.08


Risk free interest rate 7.74% to 7.89%

Expected life of options 3.51 to 5.51 years

Expected volatility 41.94% to 43.71%

Expected dividend yield 3.66%

The period for volatility has to be adequate to represent a consistent trend in price movements. The Company was listed on April 4, 2018. Hence, due to insufficiency of data, the Company has considered market prices of peer companies for calculating volatility.

During the year, ` 4.1 million was charged to the profit and loss account in respect of equity-settled share-based payment transactions (March 2018: ` Nil).

B. ICICI Bank employee stock option scheme

During the year, ` 60.7 million was charged to the profit and loss account in respect of equity-settled share-based payment transactions (March 2018: ` 75.0 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.

The details of the options granted to eligible employees of the Group by ICICI Bank Limited are as follows:

In terms of the ESOS of the parent Bank, the options are granted to eligible employees and Directors of the Bank and its subsidiaries. As per the ESOS, as amended, the maximum number of options granted to any eligible employees/Directors in a financial year shall not exceed 0.05% of the parent Bank’s issued equity shares at the time of the grant of the options and aggregate of all such options shall not exceed 10% of the aggregate number of the parent Bank’s issued equity shares on the date(s) of the grant of options in line with SEBI Regulations.

Options granted prior to March 2014, vested in a graded manner over a four-year period with 20%, 20%, 30% and 30% of the grants vesting in each year, commencing from the end of 12 months from the date of grant. Options granted after March 2014, vest in a graded manner over a three-year period with 30%, 30% and 40% of the grant vesting in each year, commencing from the end of 12 months from the date of grant.

In April 2016, the parent bank modified the exercise period from 10 years from the date of grant or five years from the date of vesting, whichever is later, to 10 years from the date of vesting of options. In June 2017, the exercise period was further modified by the parent Bank to not exceed 10 years from the date of vesting of options as may be determined by the Board Governance, Remuneration & Nomination Committee of the parent Bank to be applicable for future grants. In May 2018, exercise period was further modified by the parent Bank to not exceed 5 years from the date of vesting of options as may be determined by the Board Governance, Remuneration & Nomination Committee of the parent Bank to be applicable for future grants.



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39. seGment InfoRmAtIon The Group is presenting consolidated financial statements and hence in accordance with Indian Accounting

Standard 108 – Segment Reporting, segment information is disclosed in the consolidated financial statements

(a) description of segment and principal activities

Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by chief operating decision maker, in deciding how to allocate resources and assessing performance. The Group’s business is organised into three segments as mentioned below. Segments have been identified and reported taking into account the nature of services, the differing risks and returns and internal financial reporting. The Group has determined the following reporting segments based on information reviewed by the Chief Operating Decision Maker (CODM). The Managing Director and Chief Executive Officer who is responsible for allocating resources and assessing performance of the operating segments has been identified as the Chief Operating Decision-Maker.

Identified business segments the business segments comprises

Investment & Trading Income from treasury, investment income

Broking & Commission Broking and other related activities, Distribution of third party products like Mutual Fund, Life Insurance, etc. and sales credit for referred business and interest earned on our funds used in brokerage business

Advisory Services Financial advisory services such as equity-debt issue management services, merger and acquisition advice and other related activities.

Broking and other related activities, distribution of third party products like Mutual Fund, Life Insurance, etc. and sales credit for referred business and interest earned on our funds used in brokerage business are aggregated into one reportable segment being agency nature of business under “Broking & Commission” in accordance with aggregation criteria. Aggregation is done due to the similarities of the products and services provided to the customers, similarities in method used to provide services and regulatory environment.

The Accounting principles and policies adopted in the preparation of the financial statements are also consistently applied to record income/ expenditure and assets/ liabilities in individual segments.

Revenue and expenses directly attributable to segments are reported under each reportable operating segment. Certain revenue and expenses, which form component of total revenue and expenses, are not identifiable to specific reporting segments as the underlying resources are used interchangeably, have been allocated on the reasonable basis to respective segment. Revenue and expenses, which relate to Group as a whole and are not allocable on reasonable basis, have been disclosed under “Unallocated expenses/income”. Similarly, assets and liabilities in relation to segments are categorised based on items that are individually identifiable to specific reporting segments. Certain assets and liabilities, which form component of total assets and liabilities, are not identifiable to specific reporting segments as the underlying resources are used interchangeably, have been allocated on the reasonable basis to respective segment. Assets and liabilities, which relate to Group as a whole and are not allocable on reasonable basis, have been disclosed under “Unallocated assets/liabilities”.



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(b) details of operating segments

Following are the disclosures for the three identified segments

(` million)

particulars

Investment & trading Broking & commission Advisory services unallocated total

for the year ended march 31,

2019


2018


2019


2018


2019


2018


2019


2018


2019


2018

1. Segment Revenue 265.1 287.8 15,807.4 16,882.5 990.6 1,439.8 207.1 - 17,270.2 18,610.1

• InterSegmentRevenue

- - - - - - - - -

2. Segment Results 136.7 119.7 6,976.0 7,747.7 252.5 656.5 207.1 - 7,572.3 8,523.9

Segment results before income tax include

• Interestrevenue 128.1 93.7 1,663.7 1,480.5 - - - - 1,792.0 1,574.3

• Interestexpense 71.3 101.7 341.3 381.7 - - - - 412.6 483.3

• Depreciation andamortization

0.4 0.4 144.4 146.8 4.7 5.8 - - 149.5 153.0

Other material non cash items

- Impairment losses on non – financial assets

- Reversal of impairment losses on non financial assets

- - - - - - - - - -

3. Income Tax expenses (net of deferred tax credit)

- - - - - - 2,665.0 2,989.2 2,665.0 2,989.2

4. Net profit after tax (2-3)

4,907.3 5,534.7

5. Segment Assets 3,665.4 1,399.7 40,703.1 25,403.4 233.4 207.7 2,044.0 1,728.2 46,645.9 28,739.0

6. Segment Liabilities 2,537.5 491.9 33,001.2 19,107.3 593.0 662.7 41.5 - 36,173.2 20,261.9

7. Cost of Acquisition of segment assets

2.1 3.8 226.1 207.5 0.1 1.8 - - 228.3 213.1

(a) Additional information by Geographies Although the group’s operations are managed by products and services, we provide additional information

based on geographies.

(` million)



Revenue by Geographical market

India 16,148.0 17,181.7

Outside India 1,122.2 1,428.4

total 17,270.2 18,610.1



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(` million)



Carrying Amount of segment Assets India 1,872.2 1,593.9 Outside India 2.1 2.7total 1,874.3 1,596.6

(b) Revenue from major customers The Group is not reliant on revenues from transactions with any single external customer and does not

receive 10% or more of group’s total revenue from transactions with any single external customer for the year ended March 31, 2019 and 2018.

40. InCome tAXes

A. the major components of income tax expense for the year are as under:(` million)



Current tax In respect of current year 2,722.2 3,130.0 total (A) 2,722.2 3,130.0 deferred tax Origination and reversal of temporary differences (64.4) (140.8) Impact of change in tax rate 7.2 - total (B) (57.2) (140.8) Income tax recognised in the statement of profit and loss (A+B)

2,665 2,989.2

Income tax expenses recognized in oCI Re-measurement of defined employee benefit plans (40.2) (24.7) Income tax relating to items that will not be classified to profit or loss

14.3 8.6

total (25.9) (16.1)

B. Reconciliation of tax expenses and the accounting profit for the year is as under:(` million)



profit before tax 7,572.3 8,523.9 Enacted tax rate in India 34.944% 34.608% Income tax expenses calculated (Refer Note below) 2,646.1 2,950.0 Tax effect of non deductible expenses 84.6 195.5 Effect of income that is exempt (1.7) (1.0)Effect on different tax rates in the components (6.8) (14.5)total tax expenses as per profit and loss 2,722.2 3,130.0

The applicable Indian corporate statutory tax rate for the year ended March 31, 2019 and March 31, 2018 is 34.944% and 34.608% respectively. The increase in corporate statutory tax rate to 34.944% is consequent to changes made in the Finance Act, 2018. Amount reflecting in the foreign jurisdiction represents state and city taxes paid by the company. In case of foreign subsidiaries, current year’s profit has been set off against brought forward losses and hence there is no federal tax expense for year under consideration.



p/235

C. movement of deferred tax assets and liabilities

As at march 31, 2019(` million)

movement during the year ended march 31, 2019

As at April 1,

2018

Credit/ (charge) in the

statement of profit and loss

Credit/(charge) in other

Comprehensive Income

exchange difference

As at march 31,

2019


58.6 (1.7) - 56.9


46.5 9.9 - 56.4


385.6 15.2 - 400.8


(3.6) 1.2 - (2.4)


161.5 21.0 14.3 196.8

Other temporary differences 17.5 (5.9) - 11.6

Unused tax losses of Subsidiary

- 17.5 (0.1) 17.4

net deferred tax assets/ (liabilities)

666.1 57.2 14.3 (0.1) 737.5

As at march 31, 2018(` million)

movement during the year ended march 31, 2018

As at April 1,

2017

Credit/ (charge) in the


Credit/(charge) in other

Comprehensive Income

exchange difference

As at march 31,

2018


44.1 14.5 - 58.6


25.5 20.1 - 46.5


315.3 70.3 - 385.6


(2.5) (1.1) - (3.6)


125.0 27.9 8.6 161.5

Other temporary difference 9.3 8.2 - 17.5

net deferred tax assets/ (liabilities)

516.7 140.8 8.6 - 666.1



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d. the Company has the following unused tax losses for which no deferred tax asset has been recognised in the Balance sheet.

(` million)

particulars financial Year


expiry date As at march 31, 2018

expiry date

Business Loss 2007-2008 115.8 March 31, 2028 210.0 March 31, 2028





Capital Loss 2012-2013 0.7* March 31, 2021 0.7* March 31, 2021


total 484.3 578.5

* 0.7 is capital loss as per Indian Income Tax Act. Rest all the losses are as per US Federal Tax Law which can be carried forward for 20 years.

41. emploYee BenefIts

Gratuity

Governance of the plan: The Group 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.

funding arrangements and policy The money contributed by the Group 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 Group. The insurance Group 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 Group to fully pre fund the liability of the plan. Group’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 INR 20,000,000.

The following table summarizes the components of net expenses for gratuity benefits recognised in the statement of profit and loss, other comprehensive income and the amounts recognised in the balance sheet.

(` million)

sr. no



Reconciliation of defined benefit obligation (dBo) :

Change in defined Benefit obligation

(i) Opening defined benefit obligation 468.3 398.7

(ii) Current Service cost 61.6 54.2

(iii) past service cost - 1.4

(iv) Interest cost 31.1 24.3

(v) Actuarial (gain) / loss from changes in financial assumptions 10.0 (14.5)



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(` million)

sr. no



(vi) Actuarial (gain) / loss from changes in demographic assumptions

5.4 5.3

(vii) Actuarial (gain) / loss on account of experience changes 25.7 34.5

(viii) Benefits paid (34.2) (48.7)

(ix) Liabilities assumed on inter Group transfer 1.1 13.0

(x) Closing defined benefit obligation 569.0 468.3

Movement in plan assets

(i) Opening fair value of plan assets 6.3 40.5

(ii) Return on plan assets 0.0 0.9

(iii) Actual return on plan assets less interest on plan assets 0.9 0.6

(iv) Contributions by employer 35.0 -

(v) Assets acquired / (settled) 1.2 13.0

(vi) Benefits paid (34.2) (48.7)

Closing fair value of plan assets 9.2 6.3

Balance sheet

net asset / (liability) recognised in the balance sheet:

(i) present value of the funded defined benefit obligation 569.0 468.2

(ii) Fair value of plan assets at the end of the year 9.2 6.3

Liability recognized in the balance sheet (i-ii) 559.8 461.9


expenses recognised in the statement of profit and loss:

(i) Current Service cost 61.6 54.2

(ii) Interest on net defined benefit obligation 31.1 23.5

(iii) past Service Cost - 1.4

total included in ‘employee benefits expense (i+ii+iii) 92.7 79.1

(` million)



statement of other Comprehensive Income (oCI)

opening amount recognised in oCI outside statement of profit and loss

75.8 51.1

Remeasurements during the period due to

- changes in financial assumptions 10.0 (14.5)

- changes in demographic assumptions 5.4 5.3

- Experience adjustment 25.7 34.5

- Annual return on plan assets less interest on plan assets (0.9) (0.6)

Closing amount recognised in oCI outside statement of profit and loss

116.0 75.8



p/238

(` million)

particularsYear ended


march 31, 2018

Assumptions used for Gratuity


Salary escalation rate (p.a.) 7.00% 7.00%

Estimated rate of return on plan assets (p.a.) 8.00% 8.00%

sensitivity Analysis The key actuarial assumptions to which the benefit obligation results are particularly sensitive to are discount rate

and future salary escalation rate. The following table summarizes the change in defined benefit obligation and impact in percentage terms compared with the reported defined benefit obligation at the end of the reporting period arising on account of an increase or decrease in the reported assumption by 50 basis points.

particulars discount Ratesalary

escalation rate

Defined Benefit obligation on increase in 50 bps 552.5 586.3

Impact of increase in 50 bps on DBO -2.91% 3.04%

Defined Benefit obligation on decrease in 50 bps 586.5 552.4

Impact of decrease in 50 bps on DBO 3.07% -2.91%

These sensitivities have been calculated to show the movement in defined benefit obligation in isolation and assuming there are no other changes in market conditions at the accounting date. There have been no changes from the previous periods in the methods and assumptions used in preparing the sensitivity analyses.

Investment details of plan assets

(` million)



Insurer managed funds 8.7 8.7

Others 0.5 0.5

Reconciliation of plan assets during the inter-valuation period

opening fair value of plan assets 6.3 40.5

Employer contributions 35.0 0

Settlements from the Fund (34.2) (48.7)

Interest accrued to the Fund 0.9 0.9

Actual return on plan assets less interest on plan assets - 0.6

Assets acquired / (settled) 1.2 13.0

Closing fair value of plan assets 9.2 6.3



p/239

projected plan cash flow: The table below shows the expected cash flow profile of the benefits to be paid to the current membership of the

plan based on past service of the employees as at the valuation date:

maturity profile `

Expected benefits for year 1 92,122,394









Expected benefits for year 10 and above 346,392,610

The weighted average duration to the payment of these cash flows is 5.97 years

The Group has made a provision towards gratuity for its employees of the Oman Branch amounting to ` 3.1 million (previous year ` 4.6 million)

Compensated Absence The liability towards compensated absences for the year ended March 31, 2019 is based on actuarial valuation

carried out by using the projected unit credit method.

(` million)




Salary escalation rate (p.a.) 7.00% 7.00%

long term Incentive plan Liability for the scheme is determined based on actuarial valuation which has been carried out using the projected

unit credit method.

(` million)




Interest rate assumption in case of subsidiary is 2.25% (previous year 2.20%)



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42. ReVenue fRom ContRACts WIth CustomeRs The Group 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 Group is providing 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 2 days 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 Group distributes various financial products and other services to the customers on behalf of third

party i.e. the Group acts as an intermediary for distribution of financial products and services. The Group executes contracts with the principal, viz AMC’s, Mutual Funds, Bank, Insurance Group etc. to procure customers for its products. As a consideration, the Group 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 Group also conducts

a. education training programs

b. provide financial planning services to its customers.

The Group 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 Financial Year 2019.

i. Mutual funds

ii. Life insurance policies

iii. portfolio management products



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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. 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.

Revenue recognised in the reporting period that was included in the contract liability balance at the beginning of the period and the movement thereof: -

(` million)

nature of contract opening Balance Revenue recognised during the year

Closing Balance

2018-19 2017-18 2018-19 2017-18 2018-19 2017-18

Financial planning Services 3.8 5.8 77.8 52.4 50.8 3.8

Training Fees 10.0 - 49.9 73.9 25.2 10.0

Signing Fee 5.0 3.0 5.0 3.0 13.3 5.0

prepaid Brokerage 2,320.5 2,012.0 1,064.5 1,329.4 2,610.3 2,320.5

Reconciliation of amount of revenue recognised in the statement of profit and loss with the contracted price.

(` million)

particulars 2018-19 2017-18

Revenue from the Contracts (as per Contract) 15,790.4 17,620.6

Less :

- Discounts/Incentive to Customers 729.3 825.4

Revenue from the Contracts (as per Statement of profit and Loss) 15,061.1 16,795.2



p/242

43. 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 approximate fair value due to the short maturity of these instruments.


(` million)

Amortised cost

fair value through p&l

fair value through oCI

total carrying value

total fair value

Assets:

Cash and cash equivalents 18,841.1 - - 18,841.1 18,841.1

Other balances with banks 12,645.2 - - 12,645.2 12,645.2

Securities for trade - 2,563.1 - 2,563.1 2,563.1

Trade receivables 4,769.8 - - 4,769.8 4,769.8

Loans 4,032.7 - - 4,032.7 4,032.7

Investments - 28.5 - 28.5 28.5

Other financial assets 816.4 - - 816.4 816.4

total 41,105.2 2,591.6 - 43,696.8 43,696.8

liabilities:

Derivative financial instruments

- 17.0 - 17.0 17.0

Trade payables 23,362.0 - - 23,362.0 23,362.0

Debt Securities 4,473.0 - - 4,473.0 4,473.0

Deposits 45.3 - - 45.3 45.3

Other financial liabilities 2,284.9 - - 2,284.9 2,284.9

total 30,165.2 17.0 - 30,182.2 30,182.2


(` million)

Amortised cost




total fair value

Assets:



Securities for trade - 379.7 - 379.7 379.7


Loans 5,782.3 - - 5,782.3 5,782.3

Investments - 39.2 - 39.2 39.2

Other financial assets 1,213.7 - - 1,213.7 1,213.7

total 25,556.7 418.9 - 25,975.6 25,975.6



p/243

(` million)

Amortised cost




total fair value

liabilities:


- 1.6 - 1.6 1.6

Trade payables 6,116.8 - - 6,116.8 6,116.8

Debt Securities 6,724.2 - - 6,724.2 6,724.2

Deposits 47.0 - - 47.0 47.0


total 14,516.1 1.6 - 14,517.7 14,517.7

The carrying value of financial instruments by categories as of April 1, 2017 is as follows:

(` million)

Amortised cost




total fair value

Assets:



Securities for trade - 315.1 - 315.1 315.1


Loans 49.6 - - 49.6 49.6

Investments - 44.6 - 44.6 44.6

Other financial assets 795.1 - - 795.1 795.1

total 17,842.5 359.7 - 18,202.2 18,202.2

liabilities:


- 5.6 - 5.6 5.6

Trade payables 4,863.3 - - 4,863.3 4,863.3

Debt Securities 3,953.4 - - 3,953.4 3,953.4

Deposits 33.2 - - 33.2 33.2


total 10,674.0 5.6 - 10,679.6 10,679.6

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 identical 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.



p/244

The following table summarises financial instruments measured at fair value on recurring basis:

(` million)

As at march 31, 2019 level 1 level 2 level 3 total

financial instruments :

Derivatives 17.0 - - 17.0

Mutual fund units - 1.1 - 1.1

Equity shares 31.7 - 21.5 53.2

Debt Securities 818.6 1,718.7 - 2,537.3

total 867.3 1,719.8 21.5 2,608.6

(` million)

As at march 31, 2018 level 1 level 2 level 3 total




Debt Securities 304.3 45.4 - 349.7

total 344.5 45.4 30.6 420.5

(` million)

As at April 1, 2017 level 1 level 2 level 3 total



Mutual fund units - 0.7 - 0.7


Debt Securities 314.4 - - 314.4

total 337.9 0.7 26.7 365.3

movements in level 3 financial instruments measured at fair value. The following tables show a reconciliation of the opening and closing amounts of Level 3 financial assets and

liabilities which are recorded at fair value.

(` million)

particulars march 31, 2019 march 31, 2018Opening Balance 30.6 26.7

purchase - -

Less: Sales - -

Add: Gain / (Loss) (9.1) 3.9

Transfer in Level 3 - -

Less:Transfer from Level 3 - -

Closing Balance 21.5 30.6



p/245

financial assets subject to offsetting, netting arrangements Exchange settlement obligations (disclosed as a part of trade receivable) are subject to netting as the Company

intends to settle it on a net basis. The table below presents the gross balances of asset and liability.

(` million)

particulars

effects on Balance sheet

Gross Amount (Asset)

Gross amount set off in the

balance sheet

net amount presented in the

balance sheetExchange Settlement ObligationsAt march 31, 2019 3,391.3 79.7 3,311.6At March 31, 2018 1,386.6 255.3 1,131.3At April 1, 2017 1,288.6 143.5 1,145.1

There are no instruments which are eligible for netting and not netted off.

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 defense comprises the internal audit department and external audit functions. 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.



p/246

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.

The maximum exposure to credit risk at the reporting date is primarily from Company’s trade receivable and loans.

Following is the exposure to the credit risk for trade receivables and loans:

(` million)

particulars march 31, 2019 march 31, 2018 April 1, 2017

Trade and Other Debtors (net of impairment)

4,769.8 3,101.0 7,090.3

Loans (net of impairment) 4,032.7 5,782.3 49.6

total 8,799.4 8,880.5 7,137.0

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 more than 90 days overdue. Out of the total trade receivables of ` 4,919.4 million (previous year ` 3,221.8 million) ` 149.6 million (previous year ` 120.8 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.

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%.



p/247

Following table provides information about exposure to credit risk and ECL on Loan

(` million)

Bucketing (stage) march 31, 2019 march 31, 2018 April 1, 2017

Carrying Value

eCl Carrying Value

eCl Carrying Value

eCl

Stage 1 4,029.1 0.1 5,775.5 0.2 49.6 -

Stage 2 4.44 0.7 7.6 0.6 - -

Stage 3 1.9 1.9 3.8 3.8 - -

total 4,035.4 2.7 5,786.9 4.6 49.6 -

Movements in the allowances for impairment in respect of trade receivables and loans is as follows:

(` million)

particulars march 31, 2019 march 31, 2018

Opening Balance 125.3 64.8

Amount written off (22.3) (12.6)

Net remeasurement of loss allowance 49.3 73.1

Closing Balance 152.3 125.3

other financial assets considered to have a low credit risk: Credit risk on cash and cash equivalents is limited as we generally invest in deposits with banks with

high credit ratings assigned by international and domestic credit rating agencies. Investments comprise of Quoted Equity instruments, Bonds, Mutual Funds and Commercial papers which are traded actively in the market. 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 ICICI Bank



p/248

The table below summarises the maturity profile of the undiscounted cash flows of the Group’s financial assets and liabilities as at March 31, 2019.

(` million)

particulars less than 6 months

6 to 12 months

1 to 5 years

more than 5 years

total Carrying Amount

Assets

Cash and bank balances 26,420.0 4,617.8 436.7 11.8 31,486.3

Securities for Trade 2,563.1 - - - 2,563.1

Trade receivables 4,769.8 - - - 4,769.8

Loans 3,626.4 228.3 178.0 4,032.7

Investments - - - 28.5 28.5

Other financial assets 485.2 15.8 61.1 254.3 816.4

total 37,864.5 4,861.9 675.8 294.6 43,696.8

liabilities

Derivative financial instruments 17.0 - - - 17.0

Trade payables 23,362.0 - - - 23,362.0

Debt Securities 4,473.0 - - - 4,473.0

Deposits - - 45.3 - 45.3

Other Financial Liabilities 2,284.9 - - - 2,284.9

total 30,136.9 - 45.3 - 30,182.2

net excess / (shortfall) 7,727.6 4,861.9 630.5 294.6 13,514.6

The table below summarises the maturity profile of the undiscounted cash flows of the Group’s financial assets and liabilities as at March 31, 2018.



1 to 5 years

more than 5 years


AssetsCash and bank balances 8,634.5 6,791.0 23.1 11.1 15,459.7Securities for Trade 379.7 - - - 379.7Trade receivables 3,101.0 - - - 3,101.0Loans 5,666.7 87.3 28.3 5,782.3Investments - - - 39.2 39.2Other financial assets 945.7 16.3 47.0 204.7 1,213.7total 18,727.6 6,894.6 98.4 255.0 25,975.6liabilitiesDerivative financial instruments 1.6 - - - 1.6Trade payables 6,116.8 - - - 6,116.8Debt Securities 6,724.2 - - - 6,724.2Deposits - - 47.0 - 47.0Other Financial Liabilities 1,628.1 - - - 1,628.1total 14,470.7 - 47.0 - 14,517.7net excess / (shortfall) 4,256.9 6,894.6 51.4 255.0 11,457.9



p/249

The table below summarises the maturity profile of the undiscounted cash flows of the Group’s financial assets and liabilities as at April 1, 2017.



1 to 5 years

more than 5 years


AssetsCash and bank balances 4,966.3 4,129.7 803.1 8.4 9,907.5Securities for Trade 315.1 - - - 315.1Trade receivables 7,090.3 - - - 7,090.3Loans - - 49.6 - 49.6Investments - - - 44.6 44.6Other financial assets 588.3 - 35.8 171.0 795.1total 12,960.0 4,129.7 888.5 224.0 18,202.2liabilitiesDerivative financial instruments 5.6 - - - 5.6Trade payables 4,863.3 - - - 4,863.3Debt Securities 3,953.4 - - - 3,953.4Deposits - - 33.2 - 33.2Other Financial Liabilities 1,824.1 - - - 1,824.1total 10,646.4 - 33.2 - 10,679.6net excess / (shortfall) 2,313.6 4,129.7 855.3 224.0 7,522.6

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


iii) Currency Risk



p/250

total market risk exposure:

(` million)

march 31, 2019

Carrying amount

traded risk

non traded risk

primary risk sensitivity

Assets

Cash and cash equivalent and other bank balances

31,486.3 - 31,486.3

Financial assets at FVTpL 2,591.6 2,563.1 28.5 Interest rate, Equity price and Currency

Trade Receivables 4,769.8 - 4,769.8 Currency and Equity price

Loans 4,032.7 - 4,032.7 Equity price

Other Financial assets at amortised cost 816.4 - 816.4

total 43,696.9 2,563.1 41,133.7

liabilities

Derivative financial instruments 17.0 17.0 - Currency and Equity price

Trade payable 23,362.0 - 23,362.0 Currency and Equity price

Debt Securities 4,473.0 - 4,473.0

Deposits 45.3 - 45.3

Other financial liabilities 2,284.9 - 2,284.9

total 30,211.4 17.0 30,194.4

(` million)

march 31, 2018

Carrying amount

traded risk

non traded risk


Assets


15,459.8 - 15,459.8

Financial assets at FVTpL 418.9 379.7 39.2 Interest rate, Equity price and Currency


Loans 5,782.3 - 5,782.3 Equity price

Other Financial assets at amortised cost 1,213.7 - 1,213.7

total 25,975.7 379.7 25,595.9

liabilities

Derivative Financial instruments 1.6 1.6 - Currency and Equity price





total 14,517.7 1.6 14,516.1



p/251

(` million)

April 1, 2017

Carrying amount

traded risk

non traded risk


Assets


9,907.6 - 9,907.6

Financial assets at FVTpL 359.7 315.1 44.6 Interest rate, Equity price and Currency


Loans 49.6 - 49.6 Equity price

Other Financial assets at amortised cost 795.1 - 795.1

total 18,202.2 315.1 17,887.1

liabilities

Derivative Financial instruments 5.6 5.6 - Currency and Equity price





total 10,679.6 5.6 10,674.0

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.

The below sensitivity depicts a scenario where a 10% movement in equity prices, everything else remaining constant, would result in an exchange obligation for both Traded and Non-traded (client) positions and their impact on statement of profit and loss account considering that the entire shortfall would be made good by the Company.

(` million)




Equity prices up by 10% (5.7) (18.5)

Equity prices down by 10% (104.5) (142.8)



p/252


The Company’s exposure to interest rate risk arises primarily on account of its proprietary positions 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.

As at March 31, 2019 and March 31, 2018 a parallel shift of 2.50% in the yield curve would result in the following impact on the statement of profit and loss.

(` million)




parallel upward shift of 2.50% (113.5) (17.5)

parallel downward shift of 2.50% 128.3 18.7

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.

As at March 31, 2019 and March 31, 2018, an appreciation/depreciation of 15% of Indian Rupee against all the currencies would result in the following impact on the statement of profit and loss.

(` million)




Depreciation of 15% (27.4) (63.8)

Appreciation of 15% (55.4) (7.8)



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The table below indicates the currencies to which the Company had significant exposure at the end of the reported periods for the non-traded component. The analysis calculates the effect of a reasonably possible movement of the currency rate against the INR (all other variables being constant) on the statement of profit and loss.

(` million)

Currency Change in currency rate in %Impact on statement of profit and loss



USD Depreciation of 15% 1.0 4.0

Appreciation 15% (1.0) (4.0)

JpY Depreciation of 15% 1.1 -

Appreciation 15% (1.1) -

44. mAtuRItY AnAlYsIs The table below shows an analysis of assets and liabilities analysed according to when they are expected to be recovered or settled.

(` million)As at


12 monthsAfter

12 monthsAssetsfinancial AssetsCash and cash equivalents 18,841.1 18,841.1 - Bank balance other than (a) above 12,645.2 12,196.7 448.5Derivative financial instruments - - - Securities for trade 2,563.1 2,563.1 - Receivables - (I) Trade receivables 4,769.8 4,769.8 - (II) Other receivables - - - Loans 4,032.7 3,854.7 178.0Investments 28.5 - 28.5Other financial assets 816.4 501.0 315.4

43,696.8 42,726.4 970.4non-financial AssetsCurrent tax assets (net) 1,306.5 - 1,306.5Deferred tax assets (net) 737.5 - 737.5property, plant and equipment 294.8 - 294.8Capital work-in-progress 12.4 - 12.4Intangible assets under development 27.4 - 27.4Other intangible assets 141.0 - 141.0Other non-financial assets 429.5 429.5 -

2,949.1 429.5 2,519.6 total Assets 46,645.9 43,155.9 3,490.0



p/254

(` million)As at


12 monthsAfter

12 monthsliabilities Financial liabilitiesDerivative financial instruments 17.0 17.0 - payables(I) Trade payables -

(i) total outstanding dues of micro enterprisesand small enterprises

- - -

(ii) total outstanding dues of creditors otherthan micro enterprises and small enterprises

23,362.0 23,362.0 -

(II) Other payables - (i) total outstanding dues of micro enterprises



- - -

Debt securities 4,473.0 4,473.0 - Borrowings (Other than debt securities) - - - Deposits 45.3 - - Other financial liabilities 2,284.9 2,284.9 45.3

30,182.2 30,136.9 45.3 Non-financial LiabilitiesCurrent tax liabilities (net) 41.5 41.5 -provisions 663.6 115.4 548.2 Other non-financial liabilities 5,285.9 4,626.9 659.0

5,991.0 4,783.8 1,207.2 total liabilities 36,173.2 34,920.7 1,252.5 Net 10,472.7 8,235.2 2,237.5

(` million)


Within 12 months

After 12 months

Assets

financial Assets

Cash and cash equivalents 1,770.7 1,770.7 -

Bank balance other than (a) above 13,689.0 13,654.8 34.2

Derivative financial instruments - - -

Securities for trade 379.7 379.7 -

Receivables -

(I) Trade receivables 3,101.0 3,101.0 -

(II) Other receivables - - -

Loans 5,782.3 5,754.0 28.3

Investments 39.2 - 39.2

Other financial assets 1,213.7 962.0 251.7

25,975.6 25,622.2 353.4



p/255

(` million)


Within 12 months

After 12 months

non-financial Assets

Current tax assets (net) 1,062.1 - 1,062.1

Deferred tax assets (net) 666.1 - 666.1

property, plant and equipment 297.0 - 297.0

Capital work-in-progress 15.1 - 15.1

Intangible assets under development 23.8 - 23.8

Other intangible assets 85.4 - 85.4

Other non-financial assets 613.9 613.9 -

2,763.4 613.9 2,149.5

total Assets 28,739.0 26,236.1 2,502.9

liabilities

Financial liabilities

Derivative financial instruments 1.6 1.6 -

payables

(I) Trade payables


- - -


6,116.8 6,116.8 -

(II) Other payables


- - -


- - -

Debt securities 6,724.2 6,724.2 -

Borrowings (Other than debt securities) - - -


Other financial liabilities 1,628.1 1,628.1 -

14,517.7 14,470.7 47.0

non-financial liabilities

Current tax liabilities (net) - - -

provisions 534.7 107.0 427.7

Other non-financial liabilities 5,209.5 4,495.5 714.0

5,744.2 4,602.5 1,141.7

total liabilities 20,261.9 19,073.2 1,188.7

Net 8,477.1 7,162.9 1,314.2



p/256

(` million)As at

April 1, 2017Within

12 monthsAfter

12 monthsAssetsfinancial AssetsCash and cash equivalents 1,206.3 1,206.3 - Bank balance other than (a) above 8,701.2 7,889.7 811.5Derivative financial instruments - - - Securities for trade 315.1 315.1 - Receivables - (I) Trade receivables 7,090.3 7,090.3 - (II) Other receivables - - Loans 49.6 - 49.6Investments 44.6 - 44.6Other financial assets 795.1 588.3 206.8

18,202.2 17,089.7 1,112.5non-financial AssetsCurrent tax assets (net) 971.0 - 971.0Deferred tax assets (net) 516.8 - 516.8property, plant and equipment 241.9 - 241.9Capital work-in-progress 0.5 - 0.5 Intangible assets under development 27.9 - 27.9Other intangible assets 104.4 - 104.4Other non-financial assets 359.2 359.2 -

2,221.7 359.2 1,862.5 total Assets 20,423.9 17,448.9 2,975.0liabilities financial liabilitiesDerivative financial instruments 5.6 5.6 - payables - - (I) Trade payables - -


- - -


4,863.3 4,863.3 -

(II) Other payables - - (i) total outstanding dues of micro enterprises



- - -

Debt securities 3,953.4 3,953.4 - Borrowings (Other than debt securities) - - - Deposits 33.2 - 33.2Other financial liabilities 1,824.1 1,824.1 -

10,679.6 10,646.4 33.2



p/257

(` million)As at

April 1, 2017Within

12 monthsAfter

12 monthsnon-financial liabilitiesCurrent tax liabilities (net) - - - provisions 389.1 51.0 338.1 Other non-financial liabilities 4,340.4 3,705.1 635.3

4,729.5 3,756.1 973.4 total liabilities 15,409.1 14,402.5 1,006.6 Net 5,014.8 3,046.4 1,968.4

45. ReCent ACCountInG pRonounCementsMinistry of Corporate Affairs (“MCA”), through Companies (Indian Accounting Standards) Amendment Rules, 2019and Companies (Indian Accounting Standards) Second Amendment Rules, has notified the following new andamendments to Ind ASs which the Group has not applied as they are effective from April 1, 2019:

Ind As 116 leases:

Ind AS 116 will replace the existing leases standard, Ind AS 17 Leases. Ind AS 116 sets out the principles for therecognition, measurement, presentation and disclosure of leases for both lessees and lessors. It introduces asingle, on-balance sheet lessee accounting model for lessees. A lessee recognises right-of-use asset representingits right to use the underlying asset and a lease liability representing its obligation to make lease payments. Thestandard also contains enhanced disclosure requirements for lessees. Ind AS 116 substantially carries forward thelessor accounting requirements in Ind AS 17.

The Group will adopt Ind AS 116, effective annual reporting period beginning April 1, 2019. The Group will applythe standard to its leases, retrospectively, with the cumulative effect of initially applying the standard, recognisedon the date of initial application (April 1, 2019). Accordingly, the Group will not restate comparative information,instead, the cumulative effect of initially applying this Standard will be recognised as an adjustment to theopening balance of retained earnings as on April 1, 2019. On that date, the Group will recognise a lease liabilitymeasured at the present value of the remaining lease payments. The right-of-use asset is recognised at its carryingamount as if the standard had been applied since the commencement date, but discounted using the lessee’sincremental borrowing rate as at April 1, 2019. In accordance with the standard, the Group will elect not to applythe requirements of Ind AS 116 to short-term leases and leases for which the underlying asset is of low value.

On transition, the Group will be using the practical expedient provided the standard and therefore, will not reassess whether a contract, is or contains a lease, at the date of initial application.

The Group is in the process of completing a detailed assessment of the impact on its financials.

Ind As 12 Income taxes (amendments relating to income tax consequences of dividend anduncertainty over income tax treatments)

The amendment relating to income tax consequences of dividend clarify that an entity shall recognise the incometax consequences of dividends in profit or loss, other comprehensive income or equity according to where theentity originally recognised those past transactions or events. The Group does not expect any impact from thispronouncement.

The amendment to Appendix C of Ind AS 12 specifies that the amendment is to be applied to the determination oftaxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates, when there is uncertaintyover income tax treatments under Ind AS 12. It outlines the following: (1) the entity has to use judgement, todetermine whether each tax treatment should be considered separately or whether some can be consideredtogether. The decision should be based on the approach which provides better predictions of the resolution



p/258

of the uncertainty (2) the entity is to assume that the taxation authority will have full knowledge of all relevant information while examining any amount (3) entity has to consider the probability of the relevant taxation authority accepting the tax treatment and the determination of taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates would depend upon the probability. The Group does not expect any impact from this pronouncement.

Ind As 109 – prepayment features with negative Compensation

The amendments relate to the existing requirements in Ind AS 109 regarding termination rights in order to allow measurement at amortised cost (or, depending on the business model, at fair value through other comprehensive income) even in the case of negative compensation payments. The Group does not expect this amendment to have any impact on its financial statements.

Ind As 19 – plan Amendment, Curtailment or settlement

The amendments clarify that if a plan amendment, curtailment or settlement occurs, it is mandatory that the current service cost and the net interest for the period after the re-measurement are determined using the assumptions used for the remeasurement. In addition, amendments have been included to clarify the effect of a plan amendment, curtailment or settlement on the requirements regarding the asset ceiling. The Group does not expect this amendment to have any significant impact on its financial statements.

Ind As 23 – Borrowing Costs

The amendments clarify that if any specific borrowing remains outstanding after the related asset is ready for its intended use or sale, that borrowing becomes part of the funds that an entity borrows generally when calculating the capitalisation rate on general borrowings. The Group does not expect any impact from this amendment.

Ind As 28 – long-term Interests in Associates and Joint Ventures

The amendments clarify that an entity applies Ind AS 109 Financial Instruments, to long-term interests in an associate or joint venture that form part of the net investment in the associate or joint venture but to which the equity method is not applied. The Group does not currently have any long-term interests in associates and joint ventures.

Ind As 103 – Business Combinations and Ind As 111 – Joint Arrangements

The amendments to Ind AS 103 relating to re-measurement clarify that when an entity obtains control of a business that is a joint operation, it re-measures previously held interests in that business. The amendments to Ind AS 111 clarify that when an entity obtains joint control of a business that is a joint operation, the entity does not re-measure previously held interests in that business. The Group does not have any control / joint control of a business that is a joint operation.

46. eVents AfteR RepoRtInG dAteThere have been no events after the reporting date that require disclosure in these financial statements.






ICICI SECURITIES LIMITED

Statement of audited standalone financial results for the quarter and nine months ended December 31, 2019 (tmillion)

Quarter ended Nine months ended Year ended Particulars December 31, :.eptember 30, December 31, December 31, December 31, March 31,

2019 2019 2018 2019 2018 2019

Revenue from operations (i) Interest income 600.4 534.0 431.6 1,635.2 1,335.1 1,791.4 (ii) Dividend income . 0.4 1.2 0.4 3.8 4.9 (iii) Fees and commission income

- Brokerage income 2,245.1 2,158.1 2,269.2 6,602.1 7,040.3 9,325.2 • Income from services 1,287.5 1,451.7 1,340.7 3,900.1 4,477.6 5,732.8

(iv) Net gain on fair value changes 82.3 19.7 2.3 102.0 91.4 166.0 (v) Others 4.4. 5.2 9.3 13.6 16.4 21.7

(I) Total revenue from operations 4,219.7 4,169.1 4,054.3 12,253.4 12,964.6 17,042.0 .

(11) Other income 1.5 8.1 4.1 165.5 9.1 216.0 .,.,.

(Ill) Total income (1+11) 4.221.2· 4177.2 4058.4 12 418.9 12 973.7 17.258.0

Expenses (ii Finance costs 218.2 177.6 84.0 573.1 320.8

"' 419.7

(ii) Fees and commission expense 163.2 -:f" 162.3 166.4 458.7 477.9 572.8 (iii) Net loss on fair value changes . (1.8) . . . . (iv) Impairment on financial instruments 0.2 (17.3) 29.0 15.0 3.6 26.9 (v) Operating expense 156.5 151.0'. 209.3 440.0 625.5 849.6 (vi) Employee benefits expenses 1,295.8 1,305.3. 1,376.5 3,849.7 4,107.8 5,413.0 (vii) Depreciation, amortization and impairment 148.4 146.7 • 38.7 451,4 110.9 149.3 (viii) Other expenses 399.4. 424.5- 562.1 1,213.5 1,664.3 2,275.7

(IV) Total expenses (IV) 2 381.7 2348.3 2.466.0 7 001.4 7.310.8 9707.0 .

(V) Profit/{loss) before tax (Ill -IV ) 1 839.5 1828.9 1 592.4 5417.5 5662.9 7 551.0 r

(VI) Tax expense: (1) Current tax 485.2 , 396.6 - 610.7 M21.1 2,004.0 2,721.5 (2) Deferred tax (6.9) 93.3 (41.5) 162.4 3.5 (39.7)

: 478.3' 489.9 569.2 1,590.1 2,007.5 2,681.8

(VII) Profit/(loss) for the period/ year (V-VI) 1 361.2 1.339.0 1 023.2 3827.4 3.655.4 4869.2

(VIII) Other comprehensive income A (i) Items that will not be reclassified to profit or loss '

(a) Remeasurement of defined employee 15.5 0.1 (8.1) (38.4) (33.2) (40.2) benefit plans

(ii) Income tax relating to items that will not be (3.9) (16.7) 2.8 (1.7) 11.8 14.3 reclassified to profit or loss

Subtotal (Al 11.6 ' (16.6) (5.3) (40.1) (21.4) (25.9)

B (i) Items that will be reclassified to profit or loss . . . . . . (ii) Income tax relating to items that will be . . . ' . .

reclassified to profit or loss Subtotal (Bl . . . . . .

Other comprehensive income (A + Bl 11.6 116.6 15.31 140.11 121.41 125.9

(IX) Total comprehensive income for the period/ year (Vll+VIII) (comprising profit/(loss) and other 1,372.8 1,322.4 1,017.9 3,787.3 3,634.0 4,843.3 comprehensive income for th,e period/ year)

(X) Earnings per equity share: (Face value t 5/- per share)• Basic (int) 4.22 4.16 3.18 11.88 11.35 15.12 Diluted (int) 4.22 4.15 3.18 11.87 11.35 15.11 ,(See accompanvino notes to the financial results\ * EPS 1s not annualised for mtenm periods

Annexure 4.2

ICICI SECURITIES LIMITED

Statement of audited consolidated financial results for the quarter and nine months ended December 31, 2019 (fmillionJ

Quarter ended Nine months ended Vear ended Particulars December 31, September ;;:su, December ;;:s1, uecemoer ;;,1, uecemoer ;;,1, Maren 31,

2019 2019 2018 2019 2018 2019

Revenue from operations (i) Interest income 601.6 535.1 431.9 1,638.1 1,335.2 1,792.0 (ii) Dividend income - 0.4 1.2 0.4 3.8 4.9 (iii) Fees and commission income

- Brokera11e income 2,245.1 2,158.1 2,269.2 6,602.1 7,040.3 9,328.3 - Income from services 1,289.0 1,451.7 1,340.7 3,901.6 4,477.6 5,732.8

(iv) Net gain on fair value changes 82.3 19.7 2.3 102.0 91.4 166.0 (V) Others 4.4 5.2 9.2 13.6 16.4 21.7

(I) Total revenue from operations 4,222.4 4,170.2 4,054.5 12,257.8 12,964.7 17,045.7

(II) Other income 4.3 12.0 (7.0) 172.2 22.4 224.5 ,,-_

(Ill) Total Income (1+111 4.226.7 4182.2 4,047.5 12 430.0 12,987.1 17 270.2

Expenses

(i) Finance costs 219.2 178.7 84.9 576.1 323.5 423.4 (ii) Fees and commission expense 112.8 111.9 115.4 302.8 316.2 375.0 (iii) Net loss on fair value chan11es - (1.8) - - - -(iv) Impairment on financiai instruments 0.2 (17.3) 28.9 15.0 3.6 26.9 (v) Operatin11 expense 156.7 151.3 209.8 441.2 626.6 850.9 (vi) Employee benefits expenses 1,328.1 1,338.8 1,415.7 3,940.7 4,217.1 5,544.9 (vii) Depreciation, amortization and impairment 148.4 146.8 38.7 451.5 111.0 149.5 (viii) Others expenses 410.3 432.8 573.4 1,250.7 1,705.7 2,327.3

(IV) Total expenses (IV) 2 375.7 2 341.2 2466.8 6,978.0 7 303.7 9,697.9

(V) Profit/(loss) before tax (Ill -IV) 1851.0 1 841.0 1 580.7 5 452.0 5,683.4 7572.3

(VI) Tax expense: (1) Current tax 485.6 396.5 610.8 'J,428.4 2,004.6 2,722.2 (2) Deferred tax (6.9) 93.3 (41.8) 162.4 (13.2) (57.21

478.7 489.8 569.0 1,590.8 1,991.4 2,665.0

(VII) Profit/(loss) for the period/ year (V-VI) 1,372.3 1,351.2 1,011.7 3,861.2 3,692.0 4,907.3

(VIII) Other comprehensive income A (i) Items that will not be reclassified to profit or loss

(a) Remeasurement of defined employee 15.5 0.1 (8.1) (38.4) (33.2) (40.2) benefit plans

(ii) Income tax relating to items that-will notbe (3.9) (16.7) 2.8 (1.7) 11.8 14.3 reclassified to profit or loss

Subtotal (A) 11.6 (16.6) (5.3) (40.1) (21.4) (25.9)

B (ii Items that will be reclassified to profit or loss - - - - - -(ii) Income tax relating to items that will be - - - - -

reclassified to profit or loss Subtotal (B) - - - - - -

Other comprehensive income (A + B) 11.6 116.61 15.31 140.11 121.41 125.91

(IX) Total comprehensive income for the period/ year (Vll+VIII) (comprising profit/(loss) and other 1,383.9 1,334.6 1,006.4 3,821.1 3,670.6 4,881.4 comprehensive income for the period/ year)

(X) Earnings per equity share: (Face value f 5/- oer share)• Basic (inf) 4.27 4.19 3.14 11.99 11.46 15.23 Diluted (in ~) 4.26 4.19 3.14 11.98 11.46 15.23 !(See accompanvin!I notes to the financial results) ·• * EPS rs not annualised for mtenm periods

\ ,

Consolidated Segment Information for the quarter and Nine months ended December 31, 2019

(fmillion)

Sr. Quarter Ended Nine months Ended Year ended

Particulars No. December 31, September 30, December 31, December 31, December 31, March 31,

2019 2019 2018 2019 2018 2019 1 Segment Revenue:

(a) Investment & trading 175.8 48.8 26.6 293.7 152.8 265.1 (b) Broking & commission 3,874.7 3,810.9 3,764.5 11,323.5 11,972.5 15,807.4 (c) Advisory services 176.2 322.5 256.4 665.3 861.8 990.6 (d) Unallocated - - - 147.5 - 207.1

Total I Items (a) to (d) J 4,226.7 4,182.2 4,047.5 12,430.0 12,987.1 17,270.2 Less: Inter Segment Revenue - - - -Income From Operations 4,226.7 4,182.2 4,047.5 12,430.0 12,987.1 17,270.2

2 Segment Results (Profit)(+)/ Loss(-) before tax):

(a) Investment & trading 72.2 (5.7) 5.4 15.8 89.7 136.7 (b) Broking & commission 1,752.3 1,671.7 1,515.6 5,071.4 5,219.5 ~6,976.0 (cl Advisory services 26.5 175.0 59.7 217.3 374.2 252.5 (d) Unallocated - - - 147.5 - 207.1

Total I Items (a) to (d) J 1,851.0 1,841.0 1,580.7 5,452.0 5,683.4 7,572.3 Add: Unallocated Revenue - - - - - -Less: Unallocated Expenses - - - - - - -Net Profit before tax 1,851.0 1,841.0 1,580.7 5,452.0 5,683.4 7,572.3

3 Segment Assets

(a) Investment & trading 6,193.9 7,063.1 1,409.2 6,193.9 1,409.2 3,665.4 (b) Broking & commission 30,878.1 26,443.8 20,836.5 30,878.1 20,836.5 40,703.1 (c) Advisory services 242.0 263.8 347.3 242.0 347.3 233.4 (d) Unallocated assets 2,035.6 2,245.4 1,759.1 2,035.6 1,759.1 2,044.0

Total Assets 39,349.6 36,016.1 24,352.1 39,349.6 24,352.1 46,645.g

4 Segment Liabilities

(a) Investment & trading 5,024.6 6,237.6 975.6 5,024.6 975.6 2,541.8 (b) Broking & commission 23,322.6 18,667.5 13,486.2 23,322.6 13,486.2 32,996.9 (c) Advisory services 466.9 353.4 538.8 466.9 538.8 593.0 (d) Unallocated 10.5 - 106.8 10.5 106.8 41.5

Total Liabilities 28,824.6 25,258.5 15,107.4 28,824.6 15,107.4 36,173.2

5 Capital employed [Segment assets - Segment liabilities]

(a) Investment & trading 1,169.3 825.5 433.6 1,169.3 433.6 1,123.6 (b) Broking & commission 7,555.5 7,776.3 7,350.3 7,555.5 7,350.3 7,706.2

(c) Advisory services - (224.9) (89.6) (191.5) (224.9) (191.5) (359.6)

(d) Unallocated 2,025.1 2,245.4 1,652.3 2,025.1 1,652.3 2,002.5

Total Capital employed 10,525.0 10,757.6 9,244.7 10,525.0 9,244.7 10,472.7

Notes (i) The Group has reported s(lgment information as per Indian Accounting Standard (Ind AS) 108 on 'Operating segments'. As PE!r Ind AS 108, segments are identified

based on management's evaluation of financial information for allocating resourses and assessing performance. Accordingly, the Group has identified three reportable segments namely i) Investment & trading ii) Broking & commission iii) Advisory services.

(ii) Investment & trading consists of income from treasury, investment income; Broking & commission consists of Broking and other related activities, Distribution of third party products like Mutual Fund, Life Insurance, etc. and sales credit for referred business and interest earned on our funds used in brokerage business ; Advisory services consists of financial advisory services such as equity-debt issue management services, merger and acquisition advice and other related activities.

Notes to Standalone and Consolidated financial results

1. The above financial results have been prepared in accordance with the recognition and measurement principles of Ind AS prescribed under Section 133 of the Companies Act, 2013 read with relevant Rules ·issued there under and other accounting principles generally accepted in India.

2. The Ministry of Corporate Affairs (MCA), vide its notification dated October 11, 2018 issued Division Ill of Schedule Ill, which provides the format for financial statements of Non-Banking Financial Companies, as defined in the Companies (Indian Accounting Standards) (Amendments) Rules 2016. These Financial Results have been prepared in accordance with the same. The corresponding figures for the quarter and period ended December 30, 2018 have also undergone a reclassification to comply with the requirements of the Division Ill.

3. Effective April 1, 2019, the Company has adopted Ind AS 116 'Leases' and applied the same to ~II eligible lease contracts existing on April 1, 2019 using the modified retrospective approach with right-of-use asset recognised at an amount equal to the adjusted lease liability. Accordingly, comparative figures for the corresponding periods, for the year ended and as at March 31, 2019 have not been retrospectively adjusted.

4. The Board of Directors at its meeting held on March 30, 2019, approved the appointment of Mr. Vijay Chandok as an Additional Director of the Company with effect from May 7, 2019. The Board also approved his appointment as the Managing Director & CEO with effect from May 7, 2019 till May 6, 2024, subject to the approval of the Members and other regulatory approvals, if any. Subsequently, the Members of the Company, at the 24th Annual General Meeting of the Company held on August 2, 2019, approved the appointment of Mr. Vijay Chandok as the Director and also as the Managing Director & CEO with effect from May 7, 2019 till May 6, 2024.

5. The Company has elected to exe~cise the option permitted under section 115BAA of the Income Tax Act, 1961 as introduced by the Taxation Laws (Amendment) Ordinance, 2019. Accordingly, the Company has recognised Provision for Income Tax for the period ended September 30, 2019 and re-measured its Deferred Tax Assets. The full impact of this change arising out of revaluation of its Deferred Tax Assets as at March 31, 2019, aggregating to ~ 201.4 million was recognised in the quarter ended September 30, 2019.

6. The above financial results were reviewed by the Audit Committee and approved by the Board of Directors of the Company at its Meeting held on January 20, 2020. The statutory auditors have issued unmodified opinion on the standalone and consolidated financial results.

7. During the period ended December 31, 2019, the Company has paid a final dividend for the year ended March ·31, 2019 of~ 5. 7 per equity share as approved by its members at the Annual General Meeting held on August 2, 2019. The Board of Directors at its meeting held on October 22, 2019 had approved and paid an interim dividend of~ 4.25 per equity share.

8. The Company's Commercial Papers are listed on the Stock Exchange on January 8, 2020.

9. Pursuant to SEBI circular SEBI/HO/DDHS/CIR/P/2019/115 dated October 22, 2019, on "Framework for listing of Commercial Paper", information as required under Regulation 52(4) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 is attached herewith as annexure 'A'.

For and o ICICI S

(l Vijay_Ch Managin

Annexure A

Pursuant to SEBI circular SEBI/HO/DDHS/CIR/P/2019/115 dated October 22, 2019, on · "Framework for listing of Commercial Paper", information as required under Regulation 52(4) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 for the nine months ended December 31, 2019 is as mentioned below:

a) Details of Credit Rating:

Instrument Category CRISIL ICRA i) Non-Convertible Debenture Programme

Ratings CRISIL AAA/Stable ICRA AAA/Stable Amount in f Million f 500.0 f 500.0

ii) Commercial Paper Programme Ratings CRISILA1+ ICRAA1+ Amount in f Million f 25,000.0 f 25,000.0

b) Key Financial Information

Particulars Nine Months Ended Year Ended December 31, 2019 March 31, 2019

Debt Equity Ratio * 1.42 Times 0.43Times Debt Service Coverage Ratio ** 0.38 Times 1.63 Times Interest Services Coverage R~tio *** 12.63Times 18.88Times

Net Worth **** f 10,525.0 Million f 10,472.7 Million Net Profit after tax f 3,861.2 Million f 4,907.3 Million Earnings per share (Diluted) f 11.98 f 15.23 (Face Value f 5/- per share) Asset cover available, in case of Not Applicable ~ot Applicable non-convertible debt securities Outstanding redeemable preference Not Applicable Not Applicable

shares (quantity and value) Capital redemption reserve/ Not Applicable Not Applicable Debenture redemption reserve

* Debt Equity Ratio = Debt (Borrowings + Accrued Interest) I Equity (Equity share capital + Other Equity)

** Debt Service Coverage Ratio = Profit before interest and tax I (Interest expenses (excludes interest costs on leases as per Ind AS 116 on Leases) + Principal Repayments)

*** Interest Service Coverage Ratio·= Profit before interest and tax I Interest expenses (excludes interest costs on leases as per Ind AS 116 on Leases)

**** Net Worth = Equity share capital + Other Equity

/ f, ¾,/ , .... . §1 • • 'I ,.,. \! .·<, Jr; \~ -~,,·~"··~--/. 6

~.\.1 I

c) Details of previous due date, next due date for the payment of interest and repayment of commercial papers:·

Previous due date

Commercial Redemption (from April Next due Sr. Paper- Amount 01, 2019 to Whether date No. Date of December paid or not

Issue 31, 2019)

(f Million) Principal & Principal & Interest Interest

1 01-Feb-19 l) 500.0 30-Apr-19 Yes NA 2 01-Feb-19 1,000.0 30-Apr-19 Yes NA 3 12-Feb-19 500.0 12-Apr-19 Yes NA 4 20-Feb-19 500.0 23-Apr-19 Yes NA 5 20-Feb-19 1,000.0 23-Apr-19 Yes NA 6 18-Mar-19 500.0 17-May-19 Yes NA 7 18-Mar-19 500.0 17-May-19 Yes NA 8 04-Apr-19 500.0 03-Jun-19 Yes NA 9 04-Apr-19 1,000.0 03-Jun-19 Yes NA 10 12-Apr-19 1,000.0 11-Jun-19 Yes NA 11 18-Apr-19 1,000.0 17-Jun-19 Yes NA 12 18-Apr-19 1,500.0 17-Jun-19 Yes NA 13 30-Apr-19 750.0 28-Jun-19 Yes NA 14 30-Apr-19 750.0 28-Jun-19 Yes NA 15 13-May-19 500.0 28-Jun-19 Yes NA 16 27-May-19 500.0 19-Jul-19 Yes NA 17 27-May-19- 500.0 19-Jul-19 Yes NA 18 31-May-19 1,000.0 30-Jul-19 Yes NA 19 13-Jun-19 3,000.0 02-Aug-19 Yes NA 20 13-Jun-19 500.0 02-Aug-19 Yes NA 21 13-Jun-19 500.0 02-Aug-19 Yes NA 22 14-Jun-19 1,000.0 02-Aug-19 Yes NA 23 27-Jun-19 500.0 25-Sep-19 Yes NA 24 15-Jul-19 500.0 25-Sep-19 Yes NA 25 15-Jul-19 500.0 25-Sep-19 Yes NA 26 29-Jul-19 1,000.0 27-Sep-19 Yes NA 27 29-Jul-19 1,000.0 27-Sep-19 Yes NA 28 02-Aug-19 2,000.0 03-0ct-19 Yes NA 29 02-Aug-19 2,000.0 17-Sep-19 Yes NA 30 06-Aug-19 1,000.0 31-Oct-19 Yes NA 31 29-AUQ-19 1,000.0 25-Oct-19 Yes NA 32 29-Aug-19 250.0 25-Oct-19 Yes NA 33 17-Sep-19 1,500 .. 0 15-Nov-19 Yes NA 34 17-Sep-19 500.0 15-Nov-19 Yes NA 35 17-Sep-19 500.0 15-Nov-19 Yes NA 36 19-Sep-19 2,500.0 19-Nov-19 Yes NA 37 27-Sep-19 450.0 28-Nov-19 Yes ~'"'~ 38 27-Sep-19 500.0 28-Nov-19 Yes £0~.I:\. ---:.____<( ~ 39 03-Oct.:19 1,500.0 03-Dec-19 Yes 'I "'/ LoNA,ceius. \ 40 14-Oct-19 1,000.0 13-Dec-19 Yes *1"'"'~7'" * ' N. 1Mar..

n (.I . I!! '5 Mu a-4 011. c;

~_,., In ia ,l?l ~ cJ) I'$ <'

I~ ~) "ed Acc0 \)

~ .b} -

v1 -I< 7· ~~-

if

Previous due date

Commercial Redemption (from April Next due Sr. Paper- Amount 01, 2019 to Whether date No. Date of December paid or not

Issue 31, 2019)

(f Million) Principal & Principal &

Interest Interest 41 25~Oct-19 2,000.0 19-Dec-19 Yes NA 42 29-Oct-19 2,000.0 27-Dec-19 Yes NA 43 04-Dec-19 400.0 13-Dec-19 Yes NA 44 04-Dec-19 500.0 13-Dec .. 19 Yes NA 45 04-Dec-19 100.0 13-Dec-19 Yes NA 46 04-Dec-19 250.0 13-Dec-19 Yes NA 47 04-Dec-1~ 250.0 13-Dec-19 Yes NA 48 15-Nov-19 1,500.0 NA Yes* 14-Jan-20 49 15-NoV-19 1,000.0 NA Yes* 14-Jan-20 50 15-Nov-19 750.0 NA Yes* 14-Jan-20 51 19-Nov-19 1,000.0 NA Yes* 17-Jan-20 52 19-Nov-19 1,500.0 NA Yes* 17-Jan-20 53 19-Nov-19 500.0 NA Yes* 17-Jan-20 54 19-Nov-19 500.0 NA Yes* 17-Jan-20 55 28-Nov-19 1,750.0 NA - 28-Jan-20 56 13-Dec-19 1,000.0 NA - 12-Mar-20 57 13-Dec-19 500.0 NA - 12-Mar-20 58 19-Dec-19 · 2,000.0 NA - 17-Feb-20 59 26-Dec-19 2,500.0 NA - 24-Feb-20 60 26-Dec-19 500.0 NA - 24-Feb-20

*Commercial papers stands redeemed on respective next due date as mentioned in the aforesaid table.

f?

BS R & Co. LLP Chartered Accountants

Independent Auditors' Report

5th Floor, Lodha Excelus, Apollo Mills Compound N. M. Joshi Marg, Mahalaxmi Mumbai - 400 011 India

To the Board of Directors of ICICI Securities Limited

Report on the audit of the Standalone Financial Results

Opinion

Telephone +91 (22) 4345 5300 Fax +91 (22) 4345 5399

We have audited the accompanying standalone quarterly financial results ofICICI Securities Limited ("the Company") for the quarter ended 31 December 2019 and the year to date results for the period from 1 April 2019 to 31 December 2019, attached herewith, being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations") and SEBI Circular SEBI/HO/DDHS/DDHS/CIR/P/2019/115 dated 22 October 2019.

In our opinion and to the best of our information and according to the explanations given to us these standalone financial results:

1. are presented in accordance with the requirements of Regulation 33 of the Listing Regulations in this regard and SEBI Circular SEBVHO/DDHS/DDHS/CIR/P/2019/115 dated 22 October 2019;and

11. give a true and fair view in conformity with the recognition and measurement principles laid down in the applicable accounting standards and other accounting principles generally accepted in India of the net profit and other comprehensive income/loss as applicable for the respective periods and other financial information for the quarter ended 31 December 2019 as well as the year to date results for the period from 1 April 2019 to 31 December 2019.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing ("SAs") specified under section 143(10) of the Companies Act, 2013 ("the Act"). Our responsibilities under those SAs are further described in the Auditor's Responsibilities for the Audit of the Standalone Financial Results section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial results under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

B S R & Co (a partnership firm with Registration No. BA61223) converted into B S R & Co. LLP (a Limited Liability, Partnership with LLP Registration No. AAB-8181) with effect from October 14, 2013

Registered Office: 5th Floor, Lodha Exoelus Apollo Mills Compound N. M. Joshi Marg, Mahalaxmi Mumbai - 400 011. India

BS R & Co. LLP

Independent Auditors' Report (Continued)

ICICI Securities Limited

Management's and Board of Directors' Responsibilities for the Standalone Financial Results

These quarterly financial results as well as the year to date standalone financial results have been prepared on the basis of the interim financial statements. The Company's Management and Board of Directors are responsible for the preparation of these financial results that give a true and fair view of the net profit/loss and other comprehensive income and other financial information in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, 'Interim Financial Reporting' prescribed under Section 133 of the Act and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations and SEBI Circular SEBI/HO/DDHS/DDHS/CIR/P/2019/115 dated 22 October 2019. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial results that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial results, the Management and the Board of Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Standalone Financial Results

Our objectives are to obtain reasonable assurance about whether the standalone financial results as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial results.


■ Identify and assess the risks of material misstatement of the standalone financial results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

■ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control.

■ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures in the standalone financial results made by the Management and Board of Directors.

fr

BS R & Co. LLP



Auditor's Responsibilities for the Audit of the Standalone Financial Results (Continued)

■ Conclude on the appropriateness of the Management and Board of Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial results, including the disclosures, and whether the financial results represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.


Mumbai 20 January 2020

For B SR & Co. LLP Chartered Accountants

Firm's Registration No: 101248W/W-100022

Milind Ranade Partner

Membership No: 100564 UDIN: 20100564AAAACY9607

1{,

BS R & Co. LLP Chartered Accountants

5th Floor, Lodha Excelus, Apollo Mills Compound N. M. Joshi Marg, Mahalaxmi Mumbai - 400 011 India

Independent Auditors' Report

To the Board of Directors of ICICI Securities Limited

Report on the audit of the Consolidated Financial Results

Opinion

Telephone +91 {22) 4345 5300 Fax +91 (22) 4345 5399

We have audited the accompanying Statement of Consolidated Financial Results ofICICI Securities Limited ("Holding company") and its subsidiaries (holding company and its subsidiaries together referred to as "the Group"), for the quarter ended 31 December 2019 and for the period from 1 April 2019 to 31 December 2019 ("the Statement"), being submitted by the holding company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations") and SEBI Circular SEBI/HO/DDHS/DDHS/CIR/P/2019/115 dated 22 October 2019.

In our opinion and to the best of our information and according to the explanations given to us the Statement:

a. includes the results of the following entities:

ICICI Securities Limited - Holding Company

ICICI Securities Holding Inc - Direct Subsidiary and ICICI Securities Inc - Step Down Subsidiary

b. is presented in accordance with the requirements of Regulation 33 of the Listing Regulations, as amended and SEBI Circular SEBI/HO/DDHS/DDHS/CIR/P/2019/115 dated 22 October 2019;and

c. gives a true and fair view, in conformity with the applicable accounting standards, and other accounting principles generally accepted in India, of consolidated total comprehensive income ( comprising of net profit and other comprehensive income/loss as applicable for the respective periods) and other financial information of the Group for the quarter ended 31 December 2019 and for the period from 1 April 2019 to 31 December 2019.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing ("SAs") specified under section 143(10) of the Companies Act, 2013 ("the Act"). Our responsibilities under those SAs are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Results section of our report. We are independent of the Group in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our opinion on the consolidated financial results.

B S R & Co (a partnership firm with Registration No. BA61223) converted into B S R & Co. LLP (a Limited Liability, Partnership with LLP Registration No. AAB-8181) with effect from October 14, 2013

Registered Office: 5th Floor, Lodha Excelus Apollo Mills Compound N. M. Joshi Marg, Mahalaxmi Mumbai - 400 011. India

BS R & Co. LLP



Management's and Board of Directors' Responsibilities for the Consolidated Financial Results

These quarterly consolidated financial results as well as the year to date consolidated financial results have been prepared on the basis of the consolidated interim financial statements.

The Management and the Holding Company's Board of Directors are responsible for the preparation and presentation of these consolidated financial results that give a true and fair view of the consolidated net profit/loss and other comprehensive income and other financial information of the Group in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, 'Interim Financial Reporting' prescribed under Section 133 of the Act and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations and SEBI Circular SEBVHO/DDHS/DDHS/CIR/P/2019/115 dated 22 October 2019. The respective Management and Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of each company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated financial results that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial results by the Management and the Directors of the Holding Company, as aforesaid.

In preparing the consolidated financial results, the Management and the respective Board of Directors of the companies included in the Group are responsible for assessing the ability of each company to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors of the companies included in the Group is responsible for overseeing the financial reporting process of each company.

Auditor's Responsibilities for the Audit of the Consolidated Financial Results

Our objectives are to obtain reasonable assurance about whether the consolidated financial results as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial results.


■ Identify and assess the risks of material misstatement of the consolidated financial results, whether due to fraud or ·error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

oV

ff

BS R & Co. LLP



Auditor's Responsibilities for the Audit of the Consolidated Financial Results (Continued)

■

■

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures in the consolidated financial results made by the Management and Board of Directors.

• Conclude on the appropriateness of the Management and Board of Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the appropriateness of this assumption. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the consolidated financial results, including the disclosures, and whether the consolidated financial results represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities within the Group to express an opinion on the consolidated financial results, we are responsible for the direction, supervision and performance of the audit of financial information of such entities included in the consolidated financial results.

We communicate with those charged with governance of the Holding Company among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. .


We also performed procedures in accordance with the circular issued by the SEBI under Regulation 33(8) of the Listing Regulations, as amended, to the extent applicable.

Mumbai 20 January 2020

ForB SR& Co. LLP Chartered Accountants

Firm's Registration No: 101248W/W-100022

ci~4~ Milind Ranade

Partner Membership No: 100564

UDIN:20100564AAAACW5745

bse (formerly bombay stock exchange) | live stock market ......mr. vijay chandok 51 years flat no....

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