icici securities limited

465 Pages·2017·7.17 MB·English

RED HERRING PROSPECTUS
Dated: March 13, 2018
Please read Section 32 of the Companies Act, 2013
Book Built Offer

ICICI SECURIT IES LIMITED
Our Company was incorporated as ICICI Brokerage Services Limited on March 9, 1995, at Mumbai, M aharashtra as a public limited company, under the Companies Act, 1956 and received a certificate for
commencement of business dated May 3, 1995. Subsequently, the name of our Company was changed to ICICI Securities Limited, and a fresh certificate of incorporation consequent to the change of name was
issued by the Registrar of Companies, Maharashtra at Mumbai (“RoC”) dated March 26, 2007. For further details, please see the section entitled “History and Certain Corporate Matters” on page 149.
Registered Office: ICICI Centre, H.T. Parekh Marg, Churchgate, M umbai 400 020; Tel: [phone]; Fax: [phone]
Corporate Office: ICICI Securities Limited, Shree Sawan Knowledge Park, Plot No. D-507, T.T.C. Industrial Area MIDC, Turbhe, Navi Mumbai 400 705
Contact Person: Raju Nanwani, Company Secretary and Compliance Officer
E-mail: [email protected]; Website: www.icicisecurities.com
Corporate Identity Number: U67120MH1995PLC086241
PROMOTER OF OUR COMPANY: ICICI BANK LIMITED
PUBLIC OFFER OF UP TO 77,249,508 EQUITY SHARES OF FACE VALUE OF ₹ 5 EACH (“EQUITY SHARES”) OF ICICI SECURITIES LIMITED (“OUR COMPANY”) FOR CASH AT A PRICE OF ₹ [●] PER
EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ₹ [●] PER EQUITY SHARE) AGGREGATING UP TO ₹ [●] MILLION (THE “OFFER”) THROUGH AN OFFER FOR SALE OF UP TO 77,249,508 EQUITY
SHARES BY ICICI BANK LIMITED (THE “PROMOTER SELLING SHAREHOLDER”), INCLUDING A RESERVATION OF UP TO 3,862,475 EQUITY SHARES FOR PURCHASE BY THE ICICI BANK
SHAREHOLDERS FOR CASH AT A PRICE OF ₹ [] PER EQUITY SHARE AGGREGATING UP TO ₹ [●] MILLION (“ICICI BANK SHAREHOLDERS’ RESERVATION PORTION”). THE OFFER WOULD
CONSTITUTE 23.98% OF OUR POST-OFFER PAID-UP EQUITY SHARE CAPITAL AND THE NET OFFER SHALL CONSTITUTE 22.78% OF OUR POST-OFFER PAID-UP EQUITY SHARE CAPITAL. THE
FACE VALUE OF EQUITY SHARES IS ₹ 5 EACH. THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY THE PROMOTER SELLING SHAREHOLDER IN CONSULTATION WITH
THE LEAD MANAGERS AND WILL BE ADVERTISED IN: (I) ALL EDITIONS OF THE ENGLISH NATIONAL DAILY NEWSPAPER, FINANCIAL EXPRESS, (II) ALL EDITIONS OF THE HINDI NATIONAL
DAILY NEWSPAPER, JANSATTA, AND (III) THE MUMBAI EDITION OF THE MARATHI NEWSPAPER, NAVSHAKTI (MARATHI BEING THE REGIONAL LANGUAGE OF MAHARASHTRA WHERE
OUR REGISTERED OFFICE IS LOCATED), EACH WITH WIDE CIRCULATION AT LEAST FIVE WORKING DAYS PRIOR TO THE BID/OFFER OPENING DATE AND SHALL BE MADE AVAILABLE
TO BSE LIMITED (“BSE”) AND NATIONAL STOCK EXCHANGE OF INDIA LIMITED (“NSE”, TOGETHER WITH BSE, THE “STOCK EXCHANGES”) FOR THE PURPOSE OF UPLOADING ON THEIR
WEBSITES.
In case of any revision to the Price Band, the Bid/Offer Period will be extended by at least three additional Working Days after such revision of the Price Band, subject to the Bid/Offer Period not exceeding 10 Working Days. Any
revision in the Price Band and the revised Bid/Offer Period, if applicable, will be widely disseminated by notification to the Stock Exchanges by issuing a press release, and also by indicating the change on the websites of the Lead
Managers, the BRLM- Marketing, at the terminals of the Syndicate Members and by intimation to the Designated Intermediaries.
In terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”), the Offer is being made in accordance with Regulation 26(2) of the SEBI ICDR Regulations and through a Book Building
Process wherein not less than 75% of the Net Offer shall be allotted on a proportionate basis to QIBs. The Promoter Selling Shareholder may, in consultation with the Lead Managers, allocate up to 60% of the QIB Portion to
Anchor Investors at the Anchor Investor Allocation Price, on a discretionary basis, out of which at least one-third shall be available for allocation to domestic Mutual Funds only. 5% of the QIB Portion (excluding the Anchor
Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders other than Anchor
Investors, including Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further, not more than 15% of the Net Offer shall be available for allocation to Non-Institutional Bidders and not more than 10%
of the Net Offer shall be available for allocation to Retail Individual Bidders in accordance with SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. All potential investors, other than Anchor
Investors, are required to mandatorily utilise the Application Supported by Blocked Amount (“ASBA”) process providing details of their respective bank account which will be blocked by the Self Certified Syndicate Banks
(“SCSBs”) to participate in the Offer. Anchor Investors are not permitted to participate in the Anchor Investor Portion through the ASBA process. For details, please see the section entitled “Offer Procedure” on page 403.
RISK IN RELATION TO THE FIRST OFFER
This being the first public offer of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is ₹ 5 and the Floor Price is [●] times the face value and the Cap Price
is [●] times the face value. The Offer Price (determined and justified by the Promoter Selling Shareholder in consultation with the Lead Managers, on the basis of the assessment of market demand for the Equity Shares by way of
the Book Building Process, as stated in the section entitled “Basis for the Offer Price” on page 90 should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be
given regarding an active or sustained trading of the Equity Shares or regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISKS
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their entire investment. Bidders are advised to read
the risk factors carefully before taking an investment decision in respect of the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer, including the risks involved.
The Equity Shares in the Offer have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), and SEBI does not guarantee the accuracy or adequacy of the contents of this Red Herring
Prospectus. Specific attention of the investors is invited to the section entitled “Risk Factors” on page 16.
COMPANY’S AND PROMOTER SELLING SHAREHOLDER’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for, and confirms, that this Red Herring Prospectus contains all information with regard to our Company and the Offer, which is material in the context of
the Offer, that the information contained in this Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and
that there are no other facts, the omission, or inclusion, of which makes this Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.
Further, the Promoter Selling Shareholder, accepts responsibility for, and confirms, only to the extent of the information in the statements specifically confirmed or undertaken by the Promoter Selling Shareholder and the Equity
Shares offered by the Promoter Selling Shareholder in this Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect.
LISTING
The Equity Shares offered through this Red Herring Prospectus are proposed to be listed on BSE and NSE. Our Company has received ‘in-principle’ approvals for the listing of the Equity Shares from BSE pursuant to its letter
dated March 13, 2018 and NSE pursuant to letters dated December 29, 2017, February 28, 2018 and March 13, 2018. For the purposes of the Offer, the Designated Stock Exchange shall be NSE A copy of this Red Herring
Prospectus and the Prospectus shall be delivered for registration to the RoC in accordance with Section 26(4) of the Companies Act, 2013. For details of the material contracts and documents available for inspection from the date
of this Red Herring Prospectus up to the Bid/Offer Closing Date, please see the section entitled “Material Contracts and Documents for Inspection” on page 459.
BOOK RUNNING LEAD MANAGERS

DSP Merrill Lynch Limited Citigroup Global Markets India Private Limited CLSA India Private Limited
Ground Floor, A Wing, One BKC 1202, 12th Floor 8/F Dalamal House
G Block, Bandra Kurla Complex First International Financial Center Nariman Point
Bandra (East) G-Block, Bandra Kurla Complex, Bandra East Mumbai 400 021
Mumbai 400 051 Mumbai 400 098 Tel: [phone]
Tel: [phone] Tel: [phone] Fax: [phone]
Fax: [phone] Fax: [phone] E-mail: [email protected]
E-mail: [email protected] E-mail: [email protected] Website: www.india.clsa.com
Website: www.ml-india.com Website: www.online.citiba nk.co.in/rhtm/citigroupglobalscreen1.htm Investor Grievance E-mail: [email protected]
Investor Grievance E-mail: [email protected] Investor Grievance E-mail:[email protected] Contact Person: Anurag Agarwal
Contact person: Radha Chakka Contact Person: Ashish Guneta SEBI Registration No.: INM000010619
SEBI Registration No.: INM000011625 SEBI Registration No.: INM000010718
REGISTRAR TO THE OFFER

Edelweiss Financial Services Limited IIFL Holdings Limited SBI Capital Markets Limited Karvy Computershare Private Limited
14th Floor, Edelweiss House 10th Floor, IIFL Centre, Kamala City 202, Maker Tower ‘E’ Karvy Selenium Tower B
Off CST Road, Kalina Senapati Bapat Marg Cuffe Parade Plot 31-32 Gachibowli
Mumbai 400 098 Lower Parel (West) Mumbai 400 005 Financial District, Nanakramguda
Tel: [phone] Mumbai 400 013 Tel: [phone] Hyderabad 500 032
Fax: [phone] Tel: [phone] Fax: [phone] Tel: [phone]
E-mail: [email protected] Fax: [phone] E-mail: [email protected] Fax: [phone]
Website: www.edelweissfin.com E-mail: [email protected] Website: www.sbicaps.com E-mail: [email protected]
Investor Grievance E-mail: Website: www.iiflcap.com Investor Grievance E-mail: Website: https://karisma.karvy.com/
[email protected] Investor Grievance E-mail: [email protected] [email protected] Investor Grievance E-mail: [email protected]
Contact Person: Nishita John/Ankit Goel Contact Person: Pinak Bhattacharyya/ Sourav Roy Contact person: Ronak Shah/Aditya Deshpande Contact person: M. Murali Krishna
SEBI Registration No.: INM0000010650 SEBI Registration No.: INM000010940 SEBI Registration No.: INM000003531 SEBI Registration No.: INR000000221
BID/ OFFER PROGRAMME
BID/OFFER OPENS ON: MARCH 21, 2018(1) BID/ OFFER CLOSES ON: MARCH 23, 2018
(1) The Promoter Selling Shareholder, in consultation with the Lead Managers, is considering participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bid/Offer Period shall be one Working Day
prior to the Bid/Offer Opening Date, being March 20, 2018.
TABLE OF CONTENTS
SECTION I: GENERAL ........................................................................................................................................................... 1
DEFINITIONS AND ABBREVIATIONS .............................................................................................................................. 1
PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA ......................................................................... 13
FORWARD-LOOKING STATEMENTS ............................................................................................................................. 15
SECTION II: RISK FACTORS ............................................................................................................................................. 16
SECTION III: INTRODUCTION.......................................................................................................................................... 47
SUMMARY OF INDUSTRY ................................................................................................................................................ 47
SUMMARY OF OUR BUSINESS ........................................................................................................................................ 55
SUMMARY OF FINANCIAL INFORMATION .................................................................................................................. 61
THE OFFER .......................................................................................................................................................................... 70
GENERAL INFORMATION ................................................................................................................................................ 71
CAPITAL STRUCTURE ...................................................................................................................................................... 79
OBJECTS OF THE OFFER ................................................................................................................................................... 88
BASIS FOR THE OFFER PRICE .......................................................................................................................................... 90
STATEMENT OF TAX BENEFITS ..................................................................................................................................... 93
SECTION IV: ABOUT OUR COMPANY .......................................................................................................................... 102
INDUSTRY OVERVIEW ................................................................................................................................................... 102
OUR BUSINESS ................................................................................................................................................................. 127
REGULATIONS AND POLICIES ...................................................................................................................................... 145
HISTORY AND CERTAIN CORPORATE MATTERS ..................................................................................................... 149
OUR SUBSIDIARIES ......................................................................................................................................................... 161
OUR MANAGEMENT ....................................................................................................................................................... 163
OUR PROMOTER AND PROMOTER GROUP ................................................................................................................ 181
OUR GROUP COMPANIES ............................................................................................................................................... 187
DIVIDEND POLICY ........................................................................................................................................................... 196
RELATED PARTY TRANSACTIONS .............................................................................................................................. 198
SECTION V: FINANCIAL INFORMATION .................................................................................................................... 199
FINANCIAL STATEMENTS ............................................................................................................................................. 199
CAPITALISATION STATEMENT .................................................................................................................................... 295
FINANCIAL INDEBTEDNESS ......................................................................................................................................... 297
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
............................................................................................................................................................................................. 301
SECTION VI: LEGAL AND OTHER INFORMATION .................................................................................................. 321
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS .......................................................................... 321
GOVERNMENT AND OTHER APPROVALS .................................................................................................................. 373
OTHER REGULATORY AND STATUTORY DISCLOSURES ....................................................................................... 375
SECTION VII: OFFER INFORMATION .......................................................................................................................... 395
TERMS OF THE OFFER .................................................................................................................................................... 395
OFFER STRUCTURE ......................................................................................................................................................... 400
OFFER PROCEDURE ........................................................................................................................................................ 403
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ..................................................................... 443
SECTION VIII: MAIN PROVISIONS OF ARTICLES OF ASSOCIATION ................................................................. 444
SECTION IX: OTHER INFORMATION ........................................................................................................................... 459
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ............................................................................. 459
DECLARATION ................................................................................................................................................................. 461

(i)
SECTION I: GENERAL
DEFINITIONS AND ABBREVIATIONS
This Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or implies
or unless otherwise specified, shall have the meaning as provided below. References to any legislation, act, regulation, rules,
guidelines or policies shall be to such legislation, act, regulation, rules, guidelines or policies as amended, supplemented, or
re-enacted from time to time and any reference to a statutory provision shall include any subordinate legislation made from
time to time under that provision.
The words and expressions used in this Red Herring Prospectus, but not defined herein shall have the meaning ascribed to such
terms under the SEBI ICDR Regulations, the Companies Act, the SCRA, the Depositories Act, and the rules and regulations
made thereunder.
Notwithstanding the foregoing, the terms not defined but used in the sections entitled “Statement of Tax Benefits”, “Financial
Statements”, “Outstanding Litigation and Material Developments” and “Main Provisions of Articles of Association” on pages
93, 199, 321and 444, respectively, shall have the meanings ascribed to such terms in these respective sections.
General Terms
Term Description
“our Company” or the “Company” ICICI Securities Limited, a public limited company incorporated under the Companies
Act, 1956
“we”, “us” or “our” Unless the context otherwise indicates or implies, refers to our Company and its
Subsidiaries

Company and Promoter Selling Shareholder Related Terms
Term Description
Articles of Association or AoA Articles of Association of our Company
Audit Committee The audit committee of the Board described in the section entitled “Our Management”
on page 171
Auditors The statutory auditors of our Company, being B S R & Co. LLP, Chartered
Accountants
Board or Board of Directors Board of Directors of our Company including a duly constituted committee thereof
Corporate Office Corporate office of our Company situated at ICICI Securities Limited, Shree Sawan
Knowledge Park, Plot No. D-507, T.T.C. Industrial Area MIDC, Turbhe, Navi
Mumbai 400 705
Corporate Social Responsibility The corporate social responsibility committee of the Board described in the section
Committee entitled “Our Management” on page 175
Director(s) Director(s) of our Company
Equity Shares Equity shares of our Company of face value of ₹5 each
ESOS 2017 ICICI Securities Limited - Employees Stock Option Scheme – 2017
Group Companies Companies which are covered under the applicable accounting standards and also other
companies as considered material by our Board, as identified in the section entitled
“Our Group Companies” on page 187
ICICI Bank or “our Promoter” ICICI Bank Limited
ICICI Group ICICI Bank and its subsidiaries
IPO Committee The IPO committee of the Board
Key Management Personnel Key management personnel of our Company in terms of Regulation 2(1)(s) of the SEBI
ICDR Regulations and Section 2(51) of the Companies Act, 2013 and as disclosed in
the section entitled “Our Management” on page 178
Memorandum of Association or Memorandum of association of our Company
MoA
Nomination and Remuneration The nomination and remuneration committee of the Board described in the section
Committee entitled “Our Management” on page 174
Preference Shares 13.75% non-convertible, cumulative, redeemable preference shares of ₹100 each
Promoter Group Entities constituting the promoter group of our Company in terms of Regulation
2(1)(zb) of the SEBI ICDR Regulations. For details of our Promoter Group, please see
the section entitled “Our Promoter and Promoter Group” on page 185
Promoter Selling Shareholder ICICI Bank Limited
Registered Office Registered office of our Company situated at ICICI Centre, H.T. Parekh Marg,
Churchgate, Mumbai 400 020

1
Term Description
Registrar of Companies or RoC Registrar of Companies, Maharashtra at Mumbai situated at 100 Everest, Marine
Drive, Mumbai 400 002
Restated Consolidated Financial The restated consolidated financial statements of our Company and its subsidiaries for
Statements the nine months ended December 31, 2017 and December 31, 2016 and Fiscals ended
March 31, 2017, March 31, 2016, March 31, 2015, March 31, 2014 and March 31,
2013, which comprises the restated balance sheet, the restated statement of profit and
loss and the restated cash flow statement, together with the annexures and notes thereto
prepared from its audited consolidated financial statements in accordance with Indian
GAAP, in each case restated in accordance with the requirements of Section 26 of the
Companies Act, 2013 read with Rule 4 to Rule 6 of Companies (Prospectus and
Allotment of Securities) Rules, 2014, the SEBI ICDR Regulations and the Guidance
Note on “Reports in Company Prospectuses (Revised 2016)” issued by ICAI.
Restated Financial Statements The Restated Standalone Financial Statements and Restated Consolidated Financial
Statements
Restated Standalone Financial The restated standalone financial statements of our Company and its subsidiaries for
Statements the nine months ended December 31, 2017 and December 31, 2016 and Fiscals ended
March 31, 2017, March 31, 2016, March 31, 2015, March 31, 2014 and March 31,
2013, which comprises the restated balance sheet, the restated statement of profit and
loss and the restated cash flow statement, together with the annexures and notes thereto
prepared from its audited standalone financial statements in accordance with Indian
GAAP, in each case restated in accordance with the requirements of Section 26 of the
Companies Act, 2013 read with Rule 4 to Rule 6 of Companies (Prospectus and
Allotment of Securities) Rules, 2014, the SEBI ICDR Regulations and the Guidance
Note on “Reports in Company Prospectuses (Revised 2016)” issued by ICAI.
Shareholders Shareholders of our Company who hold Equity Shares from time to time
Stakeholders’ Relationship The stakeholders’ relationship committee of the Board described in the section entitled
Committee “Our Management” on page 175
Subsidiaries The subsidiaries of our Company, namely, ICICI Securities Holding Inc. and ICICI
Securities Inc.

Offer Related Terms
Term Description
Acknowledgement Slip The slip or document issued by the Designated Intermediary to a Bidder as proof of
registration of the Bid cum Application Form
Allot, Allotment or Allotted Unless the context otherwise requires, transfer of the Equity Shares pursuant to the
Offer to the successful Bidders
Allotment Advice A note or advice or intimation of Allotment sent to the successful Bidders who have
been or are to be Allotted Equity Shares after the Basis of Allotment has been approved
by the Designated Stock Exchange
Allottee A successful Bidder to whom the Equity Shares are Allotted
Anchor Investor A Qualified Institutional Buyer, applying under the Anchor Investor Portion in
accordance with the requirements specified in the SEBI ICDR Regulations and this
Red Herring Prospectus and who has Bid for an amount of atleast ₹ 100 million
Anchor Investor Allocation Price The price at which Equity Shares will be allocated to the Anchor Investors in terms of
this Red Herring Prospectus and the Prospectus, which will be decided by the Promoter
Selling Shareholder in consultation with the Lead Managers
Anchor Investor Application The form used by an Anchor Investor to make a Bid in the Anchor Investor Portion
Form and which will be considered as an application for Allotment in terms of this Red
Herring Prospectus and the Prospectus
Anchor Investor Bid/Offer Period One Working Day prior to the Bid/Offer Opening Date, on which Bids by Anchor
Investors shall be submitted and allocation to Anchor Investors shall be completed
Anchor Investor Offer Price The final price at which the Equity Shares will be Allotted to the Anchor Investors in
terms of this Red Herring Prospectus and the Prospectus, which price will be equal to
or higher than the Offer Price but not higher than the Cap Price.

The Anchor Investor Offer Price will be decided by the Promoter Selling Shareholder
in consultation with the Lead Managers
Anchor Investor Portion Up to 60% of the QIB Portion or 33,024,165 Equity Shares which may be allocated by
the Promoter Selling Shareholder in consultation with the Lead Managers, to the
Anchor Investors on a discretionary basis in accordance with the SEBI ICDR
Regulations.

2
Term Description

One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds,
subject to valid Bids being received from domestic Mutual Funds at or above the
Anchor Investor Allocation Price
Application Supported by An application, whether physical or electronic, used by ASBA Bidders to make a Bid
Blocked Amount or ASBA and authorising an SCSB to block the Bid Amount in the ASBA Account
ASBA Account A bank account maintained with an SCSB and specified in the ASBA Form submitted
by ASBA Bidders for blocking the Bid Amount mentioned in the ASBA Form
ASBA Bid A Bid made by an ASBA Bidder
ASBA Bidders All Bidders except Anchor Investors
ASBA Form An application form, whether physical or electronic, used by ASBA Bidders to submit
Bids, which will be considered as the application for Allotment in terms of this Red
Herring Prospectus and the Prospectus
Banker(s) to the Offer Escrow Collection Bank, Refund Bank and Public Offer Bank
Basis of Allotment The basis on which Equity Shares will be Allotted to successful Bidders under the
Offer. For further details, please see the section entitled “Offer Procedure” on page
403
Bid An indication to make an offer during the Bid/Offer Period by a Bidder pursuant to
submission of the ASBA Form, or during the Anchor Investor Bid/Offer Period by the
Anchor Investor pursuant to submission of the Anchor Investor Application Form, to
purchase the Equity Shares at a price within the Price Band, including all revisions and
modifications thereto as permitted under the SEBI ICDR Regulations.

The term “Bidding” shall be construed accordingly
Bid/Offer Closing Date Except in relation to any Bids received from the Anchor Investors, the date after which
the Designated Intermediaries will not accept any Bids, being March 23, 2018.
Bid/Offer Opening Date Except in relation to any Bids received from the Anchor Investors, the date on which
the Designated Intermediaries shall start accepting Bids, being March 21, 2018
Bid/Offer Period Except in relation to Anchor Investors, the period between the Bid/Offer Opening Date
and the Bid/Offer Closing Date, inclusive of both days, during which Bidders can
submit their Bids, including any revisions thereof
Bid Amount The highest value of optional Bids indicated in the Bid cum Application Form and
payable by the Bidder or blocked in the ASBA Account of the ASBA Bidders, as the
case maybe, upon submission of the Bid
Bid cum Application Form The Anchor Investor Application Form or the ASBA Form, as the context requires
Bid Lot [●] Equity Shares
Bidder Any prospective investor who makes a Bid pursuant to the terms of this Red Herring
Prospectus and the Bid cum Application Form and unless otherwise stated or implied,
and includes an ASBA Bidder and an Anchor Investor
Bidding Centres The centres at which the Designated Intermediaries shall accept the Bid cum
Application Forms, i.e. Designated Branches for SCSBs, Specified Locations for the
Syndicate, Broker Centres for Registered Brokers, Designated RTA Locations for
RTAs and Designated CDP Locations for CDPs
Book Building Process Book building process, as provided in Schedule XI of the SEBI ICDR Regulations, in
terms of which the Offer is being made
BRLM-Marketing The lead manager to the Offer involved solely in marketing of the Offer, being ICICI
Securities Limited
Broker Centres The broker centres notified by the Stock Exchanges where Bidders can submit the
ASBA Forms to a Registered Broker.

The details of such Broker Centres, along with the names and the contact details of the
Registered Brokers are available on the websites of the Stock Exchanges
(www.bseindia.com and www.nseindia.com)
Cash Escrow Agreement The cash escrow agreement dated March 1, 2018, as amended by the first amendment
agreement dated March 13, 2018, entered into between our Company, the Promoter
Selling Shareholder, the Lead Managers, the Registrar to the Offer, the Escrow
Collection Bank and the Syndicate Members for, inter alia, collection of the Bid
Amounts from the Anchor Investors and where applicable, refunds of the amounts
collected from the Anchor Investors, on the terms and conditions thereof
Cap Price The higher end of the Price Band, above which the Offer Price and Anchor Investor
Offer Price will not be finalised and above which no Bids will be accepted
Citi Citigroup Global Markets India Private Limited

3
Term Description
Client ID The client identification number maintained with one of the Depositories in relation to
demat account
CLSA CLSA India Private Limited
Collecting Depository Participant A depository participant as defined under the Depositories Act, 1996, registered with
or CDP SEBI and who is eligible to procure Bids at the Designated CDP Locations in terms of
SEBI circular number CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015
issued by SEBI
Confirmation of Allocation Note A notice or intimation of allocation of the Equity Shares sent to Anchor Investors, who
or CAN have been allocated Equity Shares, after the Anchor Investor Bid/Offer Period
Cut-off Price The Offer Price finalised by the Promoter Selling Shareholder in consultation with the
Lead Managers.

Only Retail Individual Bidders and ICICI Bank Shareholders Bidding under the ICICI
Bank Shareholders’ Reservation Portion (subject to the Bid Amount being up to
200,000) are entitled to Bid at the Cut-off Price. QIBs and Non-Institutional Bidders
and ICICI Bank Shareholders applying for the Bid Amount above 200,000 under the
ICICI Bank Shareholders’ Reservation Portion are not entitled to Bid at the Cut-off
Price
Demographic Details Details of the Bidders including the Bidders’ address, name of the Bidders’ father or
husband, investor status, occupation and bank account details
Designated Branches Such branches of the SCSBs which shall collect the ASBA Forms, a list of which is
available on the website of SEBI at
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes, or at such
other website as may be prescribed by SEBI from time to time
Designated CDP Locations Such locations of the CDPs where Bidders can submit the ASBA Forms.

The details of such Designated CDP Locations, along with names and contact details
of the CDPs eligible to accept ASBA Forms are available on the websites of the Stock
Exchanges (www.bseindia.com and www.nseindia.com)
Designated Date The date on which funds are transferred by the Escrow Collection Bank from the
Escrow Account or the amounts blocked by the SCSBs are transferred from the ASBA
Accounts, as the case may be, to the Public Offer Account or the Refund Account, as
appropriate, after the Prospectus is filed with the RoC
Designated Intermediaries The members of the Syndicate, sub-syndicate/agents, SCSBs, Registered Brokers,
CDPs and RTAs, who are authorised to collect Bid cum Application Forms from the
Bidders, in relation to the Offer
Designated RTA Locations Such locations of the RTAs where Bidders can submit the ASBA Forms to RTAs.

The details of such Designated RTA Locations, along with names and contact details
of the RTAs eligible to accept ASBA Forms are available on the websites of the Stock
Exchanges (www.bseindia.com and www.nseindia.com)
Designated Stock Exchange NSE
Draft Red Herring Prospectus or The draft red herring prospectus dated December 15, 2017, issued in accordance with
DRHP the SEBI ICDR Regulations, which does not contain complete particulars of the price
at which the Equity Shares will be Allotted and the size of the Offer
DSPML DSP Merrill Lynch Limited
Edelweiss Edelweiss Financial Services Limited
Eligible NRI NRI eligible to invest under Schedule 3 and Schedule 4 of the FEMA Regulations,
from jurisdictions outside India where it is not unlawful to make an offer or invitation
under the Offer and in relation to whom the Bid cum Application Form and this Red
Herring Prospectus will constitute an invitation to purchase the Equity Shares
Escrow Account ‘No-lien’ and ‘non-interest bearing’ account opened with the Escrow Collection Bank
and in whose favour the Bidders (excluding the ASBA Bidders) will transfer money
through direct credit/NEFT/RTGS/NACH in respect of the Bid Amount when
submitting a Bid
Escrow Collection Bank A bank, which is a clearing member and registered with SEBI as a banker to an issue
under the SEBI BTI Regulations and with whom the Escrow Account has been opened,
in this case being ICICI Bank
First Bidder The Bidder whose name shall be mentioned in the Bid cum Application Form or the
Revision Form and in case of joint Bids, whose name also appears as the first holder
of the beneficiary account held in joint names

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Term Description
Floor Price The lower end of the Price Band, subject to any revision thereto, at or above which the
Offer Price and the Anchor Investor Offer Price will be finalised and below which no
Bids will be accepted
General Information The General Information Document for investing in public issues, prepared and issued
Document/GID in accordance with SEBI circular number CIR/CFD/DIL/12/2013 dated October 23,
2013 notified by SEBI. For further details, please see the section entitled “Offer
Procedure” on page 403
ICICI Bank Shareholders Individuals and HUFs who are the public equity shareholders of ICICI Bank, our
Promoter and one of our Group Companies (excluding such other persons not eligible
under applicable laws, rules, regulations and guidelines and American Depository
Receipt holders of ICICI Bank) as on the date of this Red Herring Prospectus
ICICI Bank Shareholders’ Reservation of up to 3,862,475 Equity Shares aggregating to ₹ [●] million in favour of
Reservation Portion the ICICI Bank Shareholders
IIFL IIFL Holdings Limited
I-Sec ICICI Securities Limited
Lead Managers The book running lead managers to the Offer, being DSP Merrill Lynch Limited,
Citigroup Global Markets India Private Limited, CLSA India Private Limited,
Edelweiss Financial Services Limited, IIFL Holdings Limited and SBI Capital Markets
Limited
Maximum RIB Allottees The maximum number of RIBs who can be allotted the minimum Bid Lot. This is
computed by dividing the total number of Equity Shares available for Allotment to
RIBs by the minimum Bid Lot
Mutual Fund Portion 5% of the Net QIB Portion or 1,100,806 Equity Shares which shall be available for
allocation to Mutual Funds only on a proportionate basis, subject to valid Bids being
received at or above the Offer Price
Mutual Funds Mutual funds registered with SEBI under the Securities and Exchange Board of India
(Mutual Funds) Regulations, 1996
Net Asset Value per Equity Share Net asset value per equity share is the Net Worth divided by total number of equity
shares outstanding as at the end of period.

Net worth for the purpose of net asset value represents equity share capital, reserves
and surplus excluding foreign currency translation reserves, as restated at the end of
period.
Net Offer The Offer less the ICICI Bank Shareholders’ Reservation Portion
Net QIB Portion The portion of the QIB Portion less the Anchor Investor Portion
Non-Institutional Bidders / NIBs All Bidders that are not QIBs or Retail Individual Bidders and who have Bid for Equity
Shares for an amount of more than ₹ 200,000 (but not including NRIs other than
Eligible NRIs)
Non-Institutional Portion The portion of the Offer being not more than 15% of the Net Offer comprising
11,008,054 Equity Shares which shall be available for allocation on a proportionate
basis to Non-Institutional Bidders, subject to valid Bids being received at or above the
Offer Price
Non-Resident A person resident outside India, as defined under FEMA and includes NRIs, FVCIs
and FPIs
Non-Resident Indians/ NRIs A non-resident Indian as defined under the FEMA Regulations
Offer The initial public offer, comprising an offer for sale by the Promoter Selling
Shareholder of up to 77,249,508 Equity Shares of face value of ₹5 each for cash at a
price of ₹[●] per Equity Share (including a share premium of ₹[●] per Equity Share),
aggregating up to ₹[●] million. The Offer comprises the Net Offer and the ICICI Bank
Shareholders’ Reservation Portion
Offer Agreement The offer agreement dated December 15, 2017, as amended by the first amendment
agreement dated February 28, 2018 and the second amendment agreement dated March
13, 2018, entered into between our Company, the Promoter Selling Shareholder and
the Lead Managers, pursuant to which certain arrangements are agreed to in relation
to the Offer
Offer Price The final price at which Equity Shares will be Allotted in terms of this Red Herring
Prospectus.
The Offer Price will be decided by the Promoter Selling Shareholder in consultation
with the Lead Managers on the Pricing Date in accordance with the Book Building
Process and this Red Herring Prospectus

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Term Description
Price Band The price band of a minimum price of ₹ [●] per Equity Share (Floor Price) and the
maximum price of ₹ [●] per Equity Share (Cap Price) including revisions thereof.

The Price Band and the minimum Bid Lot for the Offer will be decided by the Promoter
Selling Shareholder in consultation with the Lead Managers and will be advertised at
least five Working Days prior to the Bid/Offer Opening Date, in all editions of the
English national newspaper, Financial Express, all edition of the Hindi national
newspaper, Jansatta and the Mumbai edition of the Marathi newspaper, Navshakti
(Marathi being the regional language of Maharashtra, where the Registered Office is
located), each with wide circulation
Pricing Date The date on which the Promoter Selling Shareholder in consultation with the Lead
Managers, will finalise the Offer Price
Prospectus The prospectus to be filed with the RoC on or after the Pricing Date in accordance with
Section 26 of the Companies Act, 2013 and the SEBI ICDR Regulations containing,
inter alia, the Offer Price that is determined at the end of the Book Building Process,
the size of the Offer and certain other information including any addenda or corrigenda
thereto
Public Offer Account ‘No-lien’ and ‘non-interest bearing’ account opened, in accordance with Section 40(3)
of the Companies Act, 2013, with the Public Offer Bank to receive monies from the
Escrow Account and the ASBA Accounts on the Designated Date
Public Offer Bank The bank with whom the Public Offer Account for collection of Bid Amounts from
Escrow Accounts and ASBA Accounts will be opened, in this case being ICICI Bank
QIB Portion The portion of the Offer (including the Anchor Investor Portion) being not less than
75% of the Net Offer comprising 55,040,276 Equity Shares which shall be allotted to
QIBs (including Anchor Investors), subject to valid Bids being received at or above
the Offer Price.
QIBs / QIB Bidders / Qualified The qualified institutional buyers as defined under Regulation 2(1)(zd) of the SEBI
Institutional Buyers ICDR Regulations
Red Herring Prospectus or RHP This Red Herring Prospectus dated March 13, 2018 issued in accordance with Section
32 of the Companies Act, 2013, and the provisions of the SEBI ICDR Regulations,
which does not have complete particulars of the price at which the Equity Shares will
be offered and the size of the Offer, including any addenda or corrigenda thereto.

This Red Herring Prospectus has been registered with the RoC at least three days
before the Bid/Offer Opening Date and will become the Prospectus upon filing with
the RoC on or after the Pricing Date
Refund Account(s) ‘No-lien’ and ‘non-interest bearing’ account opened with the Refund Bank, from
which refunds, if any, of the whole or part, of the Bid Amount to the Anchor Investors
shall be made
Refund Bank(s) ICICI Bank
Registered Brokers The stock brokers registered with the stock exchanges having nationwide terminals,
other than the Members of the Syndicate and eligible to procure Bids in terms of SEBI
circular number CIR/CFD/14/2012 dated October 4, 2012 issued by SEBI
Registrar to the Offer or Registrar Karvy Computershare Private Limited
Registrar Agreement The agreement dated December 13, 2017, as amended by the first amendment
agreement dated February 28, 2018 and the second amendment agreement dated March
13, 2018, entered into between our Company, the Promoter Selling Shareholder and
the Registrar to the Offer, in relation to the responsibilities and obligations of the
Registrar to the Offer pertaining to the Offer
Retail Individual Bidder(s)/ Individual Bidders who have Bid for the Equity Shares for an amount not more than
RIB(s) ₹200,000 in any of the bidding options in the Offer (including HUFs applying through
their Karta and Eligible NRIs)
Retail Portion The portion of the Offer being not more than 10% of the Net Offer comprising
7,338,703 Equity Shares which shall be available for allocation to Retail Individual
Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being
received at or above the Offer Price
Revision Form The form used by Bidders to modify the quantity of the Equity Shares or the Bid
Amount in any of their Bid cum Application Forms or any previous Revision Form(s).

QIB Bidders and Non-Institutional Bidders are not allowed to withdraw or lower their
Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage. Retail

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Term Description
Individual Bidders can revise their Bids during the Bid/Offer Period and withdraw
their Bids until Bid/Offer Closing Date.
RTAs / Registrar and Share The registrar and share transfer agents registered with SEBI and eligible to procure
Transfer Agents Bids at the Designated RTA Locations in terms of SEBI circular number
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI
SBI Caps SBI Capital Markets Limited
Self Certified Syndicate Bank(s) The banks registered with SEBI, offering services in relation to ASBA, a list of which
or SCSB(s) is available on the website of SEBI at
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes
and updated from time to time
Share Escrow Agent The share escrow agent appointed pursuant to the Share Escrow Agreement namely,
Karvy Computershare Private Limited
Share Escrow Agreement The share escrow agreement dated March 1, 2018, as amended by the first amendment
agreement dated March 13, 2018, entered into between our Company, the Promoter
Selling Shareholder and the Share Escrow Agent in connection with the transfer of
Equity Shares under the Offer by the Promoter Selling Shareholder and credit of such
Equity Shares to the demat accounts of the Allottees
Specified Locations The Bidding centres where the Syndicate shall accept ASBA Forms from ASBA
Bidders
Syndicate / Members of the The Lead Managers, the BRLM-Marketing and the Syndicate Members
Syndicate
Syndicate Agreement The syndicate agreement dated March 1, 2018, as amended by the first amendment
agreement dated March 13, 2018, entered into between our Company, the Promoter
Selling Shareholder and the Members of the Syndicate in relation to collection of Bid
cum Application Forms by the Syndicate
Syndicate Members The intermediaries registered with SEBI who are permitted to carry out activities as an
underwriter, being Edelweiss Securities Limited, India Infoline Limited and SBICAP
Securities Limited
Underwriters The Lead Managers and the Syndicate Members
Underwriting Agreement The underwriting agreement to be entered into between our Company, the Promoter
Selling Shareholder and the Underwriters, on or after the Pricing Date, but prior to
filing the Prospectus with the RoC
Wilful Defaulter Company or person, as the case may be, categorised as a wilful defaulter by any bank
or financial institution or consortium thereof, in accordance with the guidelines on
wilful defaulters issued by the RBI and includes any company whose director or
promoter is categorised as such
Working Day All days other than second and fourth Saturday of the month, Sunday or a public
holiday, on which commercial banks in Mumbai are open for business; provided
however, with reference to (a) announcement of Price Band; (b) Bid/Offer Period,
“Working Day” shall mean all days, excluding Saturdays, Sundays and public
holidays, on which commercial banks in Mumbai are open for business; and (c) the
time period between the Bid/Offer Closing Date and the listing of the Equity Shares
on the Stock Exchanges, “Working Day” shall mean all trading days of the Stock
Exchanges, excluding Sundays and bank holidays, as per the SEBI circular number
SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016

Technical/Industry Related Terms/Abbreviations

Term Description
ALM Asset liability management
AMC Asset management company
AML Anti-money laundering
Authorised person A person appointed by a trading member of a stock exchange including a stock broker,
subject to the eligibility criteria specified by the SEBI, as a person authorised to
discharge activities such as providing access to the trading platform of the stock
exchange as an agent of such stock broker. Such appointment is subject to the prior
approval of the stock exchange and the stock broker is responsible for all acts of
omission and commission of the authorised person
Assets under management With respect to a mutual fund, the total market value of all the financial assets which
(AUM) such mutual fund manages on behalf of its customers
Average Daily Turnover (ADTO) The total notional value of cash equity and equity derivative trades, not including
proprietary trades, in a given period divided by the number of trading days in the same

7
Term Description
period
BMPS Bharat Mala Pariyojana Scheme
Brokerage and distribution Our brokerage and distribution business is referred to as broking and commission in
business the Restated Consolidated Financial Statements and consists of our equity, currency
and derivative brokerage services, the distribution of third-party products, research and
financial planning/education services. Income from this segment also includes interest
on bank fixed deposits held by exchanges as margins for our brokerage business,
interest on trade receivables from our brokerage business, interest on margin funding,
and income derived from the trading of securities by our broking and commission
business
Brokerage Fee The fee charged to customers by a broker to execute an order. Brokerage fees are
typically quoted as a percentage of the total notional value of a trade
BTST order Buy today, sell tomorrow order
CDSL Central Depository Services Limited
CERSAI Central Registry of Securitisation Asset Reconstruction and Security Interest, the
online central security interest registry of India.
Commission Income Commissions earned by a distributor of third-party financial products from the third-
party provider for such distribution
Complaint Ratio The total number of complaints received by a broker during a particular period
expressed as a percentage of the number of active clients during such period
CRAR Capital to risk assets ratio
CPI Consumer Price Index
CSR Corporate social responsibility
DBT Direct benefits transfer
DII Domestic institutional investor
Distribution business The business of distribution of financial products and provision of services
Dividend payout ratio The ratio of the dividend distributed in a given period to the profit after taxes of the
same period
ECM Equity capital market
EIU Economist Intelligence Unit
ELSS Equity-linked savings scheme
Employee Stock Option Plan A scheme by which a company provides its workforce with restricted stocks or stock
(ESOP) options, typically as an in-kind benefit for performance. ESOPs may also be used to
refer to the options issued under such plan
EPFO Employee Provident Fund Organisation
Exchange Traded Fund (ETF) An investment fund traded on stock exchanges, which holds assets such as stocks,
commodities or bonds. Most ETFs track an index, such as a stock index or a bond index
FIIs Foreign institutional investors
F&O Futures and options
FPO Follow-on public offering
Gross NPA Gross non-performing assets as per RBI regulations for banks or NBFCs and NHB
regulations for HFCs
HFC Housing finance company
HNI High net-worth investor
Household savings rate Household savings as a percentage of GDP
Independent Associate (IA) An Independent Associate acts as a distributor of financial products e.g. sourcing
customers for equities, fixed deposits, bonds, IPOs, home loans and any other products
which we distribute, excluding mutual funds
Independent Financial Associate An Independent Associate acts as a distributor of financial products e.g. sourcing
(IFA) customers for equities, fixed deposits, bonds, IPOs, home loans and any other products
which we distribute, including mutual funds
Institutional brokerage business Brokerage business received from customers who are not retail brokerage customers
InvIT Infrastructure Investment Trust
Investment Banking business Our investment banking business is referred to as advisory services in the Restated
Consolidated Financial Statements and consists of equity capital markets services and
financial advisory services that cater to corporate clients, the government and financial
sponsors
KRA KYC Registration Agency, an agency registered with SEBI which maintains KYC
records of the investors centrally, on behalf of capital market intermediaries registered
with SEBI
M&A Mergers and acquisitions

8