The Directors have pleasure in presenting the Seventeenth Annual
 Report of ICICI Bank Limited with the audited statement of accounts for
 the year ended March 31, 2011.
 
 FINANCIAL HIGHLIGHTS
 
 The financial performance for fiscal 2011 is summarised in the
 following table:
 
 Rs. billion, except percentages    Fiscal 2010   Fiscal 2011   % change
 
 Net interest income and 
 other income                        155.92        156.65       0.5%
 
 Provisions & contingencies1          43.87         22.87    (47.9)%
 
 Profit before tax                    53.45         67.61      26.5%
 
 Profit after tax of the Bank         40.25         51.51      28.0%
 
 1.    Excludes provision for taxes.
 
 Rs. billion, except percentages    Fiscal 2010    Fiscal 2011  % change
 
 Consolidated profit after tax        46.70         60.93      30.5%
 
 Appropriations
 
 The profit after tax of the Bank for fiscal 2011 is Rs. 51.51 billion
 after provisions and contingencies (excluding provision for taxes) of Rs.
 22.87 billion and all expenses. The disposable profit is Rs. 86.15
 billion, taking into account the balance of Rs. 34.64 billion brought
 forward from the previous year. Your Directors have recommended a
 dividend at the rate of Rs. 14 per equity share of face value Rs. 10 for
 the year and have appropriated the disposable profit as follows:
 
 Rs. billion                               Fiscal 2010    Fiscal 2011
 
 To Statutory Reserve, making in all 
 Rs. 73.75 billion1                            10.07        12.88
 
 To Special Reserve created and maintained 
 in terms of Section 36(1) (viii) of          3.00         5.25
 the Income-tax Act, 1961, making in all 
 Rs. 31.69 billion
 
 To Capital Reserve, making in all
 Rs. 21.46 billion                              4.44         0.83
 
 To/(from) Investment Reserve, making 
 in all Nil                                   1.16        (1.16)
 
 To General Reserve, making in 
 all Rs. 49.80 billion                          0.01           --
 
 Dividend for the year (proposed)
 
 -    On equity shares @ Rs. 14 per share 
 (@ Rs. 12 per share for fiscal 2010)2         13.38        16.15
 
 -    On preference shares (Rs.)              35,000       35,000
 
 -    Corporate dividend tax                  1.64         2.02
 Leaving balance to be carried forward 
 to the next year3                           34.64        50.18
 
 1.  Includes Rs. 2.00 billion on amalgamation of The Bank of Rajasthan
 Limited with ICICI Bank Limited.
 
 2.  Includes dividend for the prior year paid on shares issued after
 the balance sheet date and prior to the record date.
 
 3.  After taking into account transfer to Reserve Fund Rs. 0.4 million
 for fiscal 2011, making in all Rs. 11.3 million.
 
 Internet Banking
 
 Our comprehensive Internet Banking service is designed to give our
 customers a convenient banking experience from the comfort of their
 homes or offices.
 
 Our Internet Banking offering has evolved over time not only to enable
 basic online transactions but also to provide cutting edge features.
 
 Innovative features, such as applying for a new account, opening a
 fixed deposit and the Money Manager, help our customers to manage
 almost all their financial needs online. Further, our Internet Banking
 service goes beyond fulfilling the routine banking needs of customers
 by enabling them to buy mutual funds, insurance, forex and gold online.
 
 MERGER OF THE BANK OF RAJASTHAN LIMITED WITH ICICI BANK
 
 The Bank of Rajasthan Limited (Bank of Rajasthan), a banking company
 incorporated within the meaning of Companies Act, 1956 and licensed by
 Reserve Bank of India (RBI) under the Banking Regulation Act, 1949 was
 amalgamated with ICICI Bank Limited (ICICI Bank/the Bank) with effect
 from close of business on August 12, 2010 in terms of the Scheme of
 Amalgamation (the Scheme) approved by RBI vide its order DBOD No. PSBD
 2599/16.01.056/2010-11 dated August 12, 2010 under sub section (4) of
 section 44A of the Banking Regulation Act, 1949. The consideration for
 the amalgamation was 25 equity shares of ICICI Bank of the face value
 of T 10 each fully paid-up for every 118 equity shares of Rs. 10 each of
 Bank of Rajasthan.  Accordingly, ICICI Bank allotted 31,323,951 equity
 shares to the shareholders of Bank of Rajasthan on August 26, 2010 and
 2,860,170 equity shares, which were earlier kept in abeyance pending
 civil appeal, on November 25, 2010.
 
 SUBSIDIARY COMPANIES
 
 At March 31, 2011, ICICI Bank had 17 subsidiaries as listed in the
 following table:
 
 Domestic Subsidiaries               International Subsidiaries
 
 ICICI Prudential Life Insurance
                                          ICICI Bank UK PLC
 Company Limited
 
 ICICI Lombard General Insurance                              
                                          ICICI Bank Canada
 Company Limited
 
 ICICI Prudential Asset Management        ICICI Bank Eurasia
 Company Limited                          Limited Liability Company
 
 ICICI Prudential Trust Limited     ICICI Securities Holdings Inc.2
 
 ICICI Securities Limited                 ICICI Securities Inc.3
 
 ICICI Securities Primary Dealership 
 Limited                                  ICICI International Limited
 
 ICICI Venture Funds Management
 Company Limited
 
 ICICI Home Finance Company Limited
 
 ICICI Investment Management
 Company Limited
 
 ICICI Trusteeship Services Limited
 
 ICICI Prudential Pension Funds
 Management Company Limited1
 
 1.  Subsidiary of ICICI Prudential Life Insurance Company Limited.
 
 2.  Subsidiary of ICICI Securities Limited.
 
 3.  Subsidiary of ICICI Securities Holdings Inc.
 
 The Ministry of Corporate Affairs (MCA) vide its Circular
 No.51/12/2007-CL-lll dated February 8, 2011 has granted general
 exemption under Section 212(8) of the Companies Act, 1956 to companies
 from attaching the accounts of their subsidiaries in their annual
 reports subject to fulfillment of certain conditons prescribed. The
 Board of Directors of the Bank at its Meeting held on April 28, 2011
 noted the provisions of the circular of MCA and passed the necessary
 resolution granting the requisite approvals for not attaching the
 balance sheet, profit & loss account, report of the board of directors
 and report of the auditors of each of the subsidiary companies to the
 accounts of the Bank for fiscal 2011. The
 
 Bank will make available these documents/details upon request by any
 Member of the Bank. These documents/details will be available on the
 Banks website (www.icicibank.com) and will also be available for
 inspection by any Member of the Bank at its Registered Office and
 Corporate Office and also at the registered offices of the concerned
 subsidiaries. As required by Accounting Standard-21 (AS-21) issued by
 the Institute of Chartered Accountants of India, the Banks
 consolidated financial statements included in this Annual Report
 incorporate the accounts of its subsidiaries and other consolidating
 entities. A summary of key financials of the Banks subsidiaries is
 also included in this Annual Report.
 
 DIRECTORS
 
 The RBI vide its letter dated June 24, 2010 approved the appointment of
 Rajiv Sabharwal as an Executive Director of the Bank. The Members
 approved his appointment at the Sixteenth Annual General Meeting (AGM)
 held on June 28, 2010.
 
 Narendra Murkumbi retired by rotation on June 28, 2010 at the last AGM
 and did not seek re-appointment. The valuable guidance and contribution
 made by Narendra Murkumbi was recognised by the Board.
 
 Pursuant to the provisions of the Banking Regulation Act, 1949, M. K.
 Sharma retired from the Board effective January 31, 2011 on completion
 of eight years as a non-executive Director of the Bank. The Board
 placed on record its deep appreciation and gratitude for his guidance
 and contribution to the Bank.
 
 In terms of the provisions of the Companies Act, 1956 and the Articles
 of Association of the Bank, V Prem Watsa, M. S. Ramachandranand K.
 Ramkumar would retire by rotation at the forthcoming AGM and are
 eligible for re-appointment.  M. S. Ramachandran and K. Ramkumar have
 offered themselves for re-appointment.  V. Prem Watsa has expressed his
 desire not to seek re-appointment as a Director as his maximum
 permissible tenure of eight years as a non-executive Director of the
 Bank would end on January 28, 2012. A Resolution is proposed to the
 Members in the Notice of the current AGM to this effect and also not to
 fill up the vacancy caused by the retirement of V Prem Watsa at this
 meeting or any adjourned meeting thereof.
 
 AUDITORS
 
 The auditors, S.R. Batliboi & Co., Chartered Accountants, will retire
 at the ensuing AGM. As recommended by the Audit Committee, the Board
 has proposed the appointment of S.R. Batliboi & Co., Chartered
 Accountants as statutory auditors for fiscal 2012. Their appointment is
 subject to approval of RBI. You are requested to consider their
 appointment.
 
 PERSONNEL
 
 As required by the provisions of Section 217(2A) of the Companies Act,
 1956, read with Companies (Particulars of Employees) Rules, 1975, as
 amended, the names and other particulars of the employees are set out
 in the Annexure to the Directors Report.
 
 APPOINTMENT OF NOMINEE DIRECTORS ON THE BOARDS OF ASSISTED COMPANIES
 
 Erstwhile ICICI Limited (ICICI) had a policy of appointing nominee
 directors on the boards of certain borrower companies based on loan
 covenants, with a view to enable monitoring of the operations of those
 companies. Subsequent to the merger of ICICI with ICICI Bank, the Bank
 continues to nominate directors on the boards of assisted companies.
 Apart from the Banks employees, experienced professionals from various
 fields are appointed as nominee directors. At March 31, 2011, ICICI
 Bank had 19 nominee directors of whom 16 were employees of the Bank, on
 
 Mobile Banking
 
 Our innovations in Mobile Banking have transformed the mobile phone
 into a personal banking assistant for our customers. Be it simple SMS
 alerts, service requests using Instant Messaging or the iMobile
 application, our wide range of Mobile Banking services takes care of
 our customers varied needs.
 
 Today, customers can use their mobile phones not only to check account
 balances and transfer funds but also to apply for a loan.  Our
 innovative Mobile Banking service takes convenience to a different
 level by enabling customers to buy flight and movie tickets and also
 shop for apparels, books and flowers.
 
 ATM
 
 The ICICI Bank ATM is much more than just a money-dispensing machine.
 Our state-of-the-art technology has led to redefining convenience for
 the customer. With newly introduced innovative features, our ATM is now
 equipped to take care of banking needs that go beyond basic cash
 withdrawal. Today our ATMs offer services such as opening fixed
 deposits, payment of credit card & utility bills, payment of insurance
 premium, mobile re-charges and Ultra Fast Cash which facilitates
 withdrawal of Rs. 5,000 in a single click.
 
 We have used technology to transform our vast network of ATMs to
 provide greater convenience & efficiency to our customers, thereby
 almost making them a network of mini branches.  the boards of 34
 assisted companies. The Bank has a Nominee Director Cell for
 maintaining records of nominee directorships.
 
 RISK MANAGEMENT FRAMEWORK
 
 The Banks risk management strategy is based on a clear understanding
 of various risks, disciplined risk assessment and measurement
 procedures and continuous monitoring. The policies and procedures
 established for this purpose are continuously benchmarked with
 international best practices. The Board of Directors has oversight on
 all the risks assumed by the Bank. Specific Committees have been
 constituted to facilitate focused oversight of various risks, as
 follows:
 
 - The Risk Committee of the Board reviews risk management policies of
 the Bank in relation to various risks. The Risk Committee reviews
 various risk policies pertaining to credit, market, liquidity,
 operational and outsourcing risks, review of the Banks stress testing
 framework and group risk management framework. The Committee reviews
 the risk profile of the Bank through periodic review of the key risk
 indicators and risk profile templates and annual review of the Internal
 Capital Adequacy Assessment Process. The Committee also reviews the
 risk profile of its overseas banking subsidiaries annually. The Risk
 Committee reviews the Banks compliance with risk management guidelines
 stipulated by the Reserve Bank of India and of the status of
 implementation of the advanced approaches under the Basel framework.
 The Risk Committee also reviews the stress-testing framework as part of
 the Internal Capital Adequacy Assessment Process (ICAAP).  The stress
 testing frame work included a wide range of Bank-specific and market
 (systemic) scenarios. Linkage of macroeconomic factors to stress test
 scenarios was documented as a part of ICAAP The ICAAP exercise covers
 the domestic and overseas operations of the Bank, the banking
 subsidiaries and the material non- banking subsidiaries. The Risk
 Committee also reviews the Liquidity Contingency Plan (LCP) for the
 Bank and the threshold limits.
 
 - Apart from sanctioning credit proposals, the Credit Committee of the
 Board reviews developments in key industrial sectors and the Banks
 exposure to these sectors as well as to large borrower accounts. The
 Credit Committee also reviews the non-performing loans, accounts under
 watch, overdues and incremental sanctions.
 
 - The Audit Committee of the Board provides direction to and also
 monitors the quality of the internal audit function and also monitors
 compliance with inspection and audit reports of RBI and statutory
 auditors.
 
 - The Asset Liability Management Committee is responsible for managing
 liquidity and interest rate risk and reviewing the asset-liability
 position of the Bank.
 
 A summary of reviews conducted by these committees are reported to the
 Board on a regular basis.
 
 Policies approved from time to time by the Board of
 Directors/Committees of the Board form the governing framework for each
 type of risk. The business activities are undertaken within this policy
 framework. Independent groups and sub-groups have been constituted
 across the Bank to facilitate independent evaluation, monitoring and
 reporting of various risks. These groups function independently of the
 business groups/sub-groups.
 
 The Bank has dedicated groups namely the Risk Management Group (RMG),
 Compliance Group, Corporate Legal Group, Internal Audit Group and the
 Financial Crime Prevention and Reputation Risk Management Group
 (FCPRRMG), with a mandate to identify, assess and monitor all of the
 Banks principal risks in accordance with well-defined policies and
 procedures. RMG is further organised into Credit Risk Management Group,
 Market Risk Management Group and Operational Risk
 
 Management Group. These groups are completely independent of all
 business operations and coordinate with representatives of the business
 units to implement ICICI Banks risk management policies and
 methodologies. The internal audit and compliance groups are responsible
 to the Audit Committee of the Board.
 
 CORPORATE GOVERNANCE
 
 The corporate governance framework in ICICI Bank is based on an
 effective independent Board, the separation of the Boards supervisory
 role from the executive management and the constitution of Board
 Committees, generally comprising a majority of
 independent/non-executive Directors and chaired by
 independent/non-executive Directors, to oversee critical areas.
 
 EMPLOYEE STOCK OPTION SCHEME
 
 In fiscal 2000, ICICI Bank instituted an Employee Stock Option Scheme
 (ESOS) to enable the employees and Directors of ICICI Bank and its
 subsidiaries to participate in future growth and financial success of
 the Bank. As per the ESOS, as amended from time to time, the maximum
 number of options granted to any employee/Director in a year is limited
 to 0.05% of ICICI Banks issued equity shares at the time of the grant,
 and the aggregate of all such options is limited to 5% of ICICI Banks
 issued equity shares on the date of the grant (equivalent to 57.59
 million shares at April 28, 2011).
 
 Options granted for fiscal 2003 and earlier years vest in a graded
 manner over a three-year period, with 20%, 30% and 50% of the grants
 vesting in each year, commencing not earlier than 12 months from the
 date of grant.  Options granted lot fiscal 2004 to 2008 vest >n a
 graded manner over.a four year period, with 20%, 20%, 30% and 30% of
 the grants vesting in each year, commencing not earlier than 12 months
 from the date of grant. Options granted in April 2009 vest in a graded
 manner over a five year period with 20%, 20%, 30% and 30% of grant
 vesting each year commencing from the end of 24 months from the date of
 grant.
 
 Options granted in April 2010 vest in a graded manner over a four year
 period with 20%, 20%, 30% and 30% of the grant vesting each year
 commencing from the end of 12 months from the date of grant.
 
 On the basis of the recommendation of the Board Governance,
 Remuneration and Nomination Committee (BGRNC), the Board at its Meeting
 held on October 29, 2010 approved a grant of approximately 3.1 million
 options as a special measure to eligible employees and wholetime
 Directors of ICICI Bank and certain of its subsidiaries.  Each option
 confers on the beneficiary a right to apply for one equity share of
 face value of Rs. 10 of ICICI Bank at Rs. 967.00 which was the average
 closing price of the ICICI Bank stock on the stock exchange during the
 six months up to October 28, 2010. 50% of the options granted would
 vest on April 30, 2014 and the balance 50% on April 30, 2015. The Bank
 has received approval of RBI for the above grant of options to
 wholetime Directors of the Bank.
 
 The Board further at its meeting held on April 28, 2011 approved a
 grant of approximately 4.25 million options for fiscal 2011 to eligible
 employees and wholetime Directors (options granted to wholetime
 Directors being subject to RBI approval). Each option confers on the
 employee a right to apply for one equity share of face value of Rs. 10 of
 ICICI Bank atRs. 1,106.85 which was closing puce on the stock exchange
 which recorded the highest trading volume in ICICI Bank shares on April
 27, 2011. These options would vest over a four year period, with 20%,
 20%, 30% and 30% respectively of the grant of vesting each year
 commencing from the end of 12 months from the date of grant.
 
 Options can be exercised within 10 years from the date of grant or five
 years from the date of vesting, whichever is later. The price of the
 options granted prior to June 30, 2003 is the closing market price on
 the stock exchange, which recorded the highest trading volume on the
 date of grant. The price for options granted on or after June 30, 2003
 till July 21, 2004 is equal to the average of the high and low market
 price of the equity shares in the two week period preceding the date of
 grant of the options, on the stock exchange which recorded the highest
 trading volume during the two week period. The price for options
 granted on or after July 22, 2004 (other than the grants made on
 October 29, 2010) is equal to the closing price on the stock exchange
 which recorded the highest trading volume preceding the date of grant
 of options. The above disclosure is in line with the SEBI guidelines,
 as amended from time to time.
 
 No employee was granted options during any one year equal to or
 exceeding 0.05% of the issued equity shares of ICICI Bank at the time
 of the grant.
 
 The diluted earnings per snare :US) pursuant to Issue of shares on
 exercise of options calculated in accordance with AS-20 was Rs. 45.06 in
 fiscal 2011 against basic EPS of Rs. 45.27. The Bank recognised a
 compensation cost of Rs. 2.9 million in fiscal 2011 based on the
 intrinsic value of options. However if ICICI Bank had used the fair
 value of options based on binomial tree model, compensation cost in the
 year ended March 31, 2011 would have been higher by Rs. 905.8 million and
 proforma profit after tax would have been Rs. 50.60 billion. On a
 proforma basis, ICICI Banks basic and diluted earnings per share would
 have been Rs. 44.47 and Rs. 44.27 respectively.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
 EARNINGS AND OUTGO, UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956.
 
 The provisions of Section 217(1)(e) of the Companies Act, 1956 relating
 to conservation of energy and technology absorption do not apply to the
 Bank. The Bank has, however, used information technology extensively in
 its operations.
 
 IMPLEMENTATION OF CIRCULAR ISSUED BY MINISTRY OF CORPORATE AFFAIRS ON
 GREEN INITIATIVES IN CORPORATE GOVERNANCE
 
 The Bank has implemented the Green Initiative as per Circular No.
 17/2011 dated April 21, 2011 and Circular No. 18/2011 dated April 29,
 2011 issued by the Ministry of Corporate Affairs to enable electronic
 delivery of notices/documents and annual reports to shareholders.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 The Directors confirm:
 
 1.  that in the preparation of the annual accounts, the applicable
 accounting standards have been followed, along with proper explanation
 relating to material departures;
 
 2.  that they have selected such accounting policies and applied them
 consistently and made judgements and estimates that are reasonable and
 prudent, so as to give a true and fair view of the state of affairs of
 the Bank at the end of the financial year and of the profit or loss of
 the Bank for that period;
 
 3.  that they have taken proper and sufficient care for the maintenance
 of adequate accounting records, in accordance with the provisions of
 the Banking Regulation Act, 1949 and the Companies Act, 1956 for
 safeguarding the assets of the Bank and for preventing and detecting
 fraud and other irregularities; and
 
 4.  that they have prepared the annual accounts on a going concern
 basis.
 
 ACKNOWLEDGEMENTS
 
 ICICI Bank is grateful to the Government of India, RBI, SEBI and
 overseas regulators for their continued co- operation, support and
 guidance. ICICI Bank wishes to thank its investors, the domestic and
 international banking community, rating agencies and stock exchanges
 for their support.
 
 ICICI Bank would like to take this opportunity to express sincere
 thanks to its valued clients and customers for their continued
 patronage. The Directors express their deep sense of appreciation of
 all the employees, whose outstanding professionalism, commitment and
 initiative has made the organisations growth and success possible and
 continues to drive its progress. Finally, the Directors wish to express
 their gratitude to the Members for their trust and support.
 
                                     For and on behalf of the Board
 
                                                       K. V. Kamath
 
 May 13, 2011                                              Chairman