icici home finance company limited issuer company cin

ICICI Home Finance Company Limited For Private Circulation Only

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Private & Confidential – For Private Circulation Only

ICICI Home Finance Company Limited (hereinafter referred to as the “Issuer” or the “Company”)

CIN: U65922MH1999PLC120106 PAN: AAACI6285N Date of Incorporation: May 28, 1999 Place of Incorporation: Mumbai Registration Number: 120106

Certificate of Registration issued by National Housing Bank having no. 01.0007.01 Registered office: ICICI Bank Towers, Bandra – Kurla Complex, Mumbai–400 051

Corporate office: ICICI HFC Tower, Andheri Kurla Road, JB Nagar, Andheri (E), Mumbai–400 059 Website: www.icicihfc.com

Compliance Officer: Priyanka Shetty, Company Secretary Tel: 022-4009 3457 Email ID: [email protected] Tel: 022-4009 3457

Shelf Placement Memorandum

Date: September 14, 2021 No. IHFC/FY22/NCD/September

Type of Placement Memorandum: Private Placement

This Shelf Placement Memorandum for Private Placement number IHFC/FY22/NCD/September dated September 14, 2021 (“Shelf Placement Memorandum”) is neither a prospectus nor a statement in lieu of prospectus and does not constitute an offer to the public generally to subscribe for or otherwise acquire the NCDs being issued in terms of this Shelf Placement Memorandum. This Shelf Placement Memorandum has been prepared in conformity with Securities Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 issued by SEBI vide notification number SEBI/LAD-NRO/GN/2021/39 on August 09, 2021, as amended from time to time, the Operational Circular issued by SEBI vide circular number SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021, as amended from time to time and the private placement offer letter as per PAS-4 pursuant to Section 42 and Rule 14(1) of Companies (Prospectus and Allotment of Securities) Rules, 2014 of Companies Act, 2013, as amended from time to time and other notification/circular/guidelines issued by SEBI and other regulatory authorities from time to time.

This Shelf Placement Memorandum has been prepared as per the requirements of the provisions of Companies Act, 2013 and rules thereunder (as applicable), the Schedule II of Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021, as amended and modified from time to time and the Operational Circular issued by Securities Exchange Board of India vide circular number SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021, for private placement of secured or unsecured, rated, redeemable, listed senior bonds in the nature of non-convertible debentures for an amount aggregating upto ₹ 2,588.00 Crore (“NCDs”) to be issued in multiple Tranches/ Series, on private placement basis, in accordance with the terms and conditions as may be finalized by the Issuer at the time of issuance of the said NCDs and shall be identified in the Supplemental Placement Memorandum to be issued for offer of the relevant Series/ Tranches of NCDs (“Issue”). The NCDs issued/ to be issued under each Series/ Tranche pursuant to the terms of this Shelf Placement Memorandum read with the relevant Supplemental Placement Memorandum will have a face value ₹10,00,000 each with a minimum subscription of ₹10.0 million per Debenture Holder and would be issued at par/discount/premium to face value with an option of coupon payment/zero coupon structure (discount to par/par to premium) as per the terms which shall be finalised and communicated to the designated Exchange by the Issuer and be set out in the Supplemental Placement Memorandum, before the opening of the Issue from time to time.


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The regulatory authorities including the National Housing Bank/Reserve Bank of India do not accept any responsibility or guarantee about the present position as to the financial soundness of the Issuer or for the correctness of any of the statements or representations made or opinions expressed by the Issuer in this Shelf Placement Memorandum and for discharge of liability by the Issuer. Each Tranche/Series of NCDs offered pursuant to this Shelf Placement Memorandum shall be subject to the terms and conditions pertaining to the NCDs outlined hereunder as modified/ supplemented by the terms of the respective Supplemental Placement Memorandums filed with the Stock Exchange in relation to such Series/Tranches. The terms and conditions contained in this Shelf Placement Memorandum shall be read in conjunction with the provisions (as may be mutually agreed between the Issuer and respective Debentures Holders from time to time) contained in the respective Supplemental Placement Memorandums, and in case of any repugnancy, inconsistency or where there is a conflict between the terms and conditions as are stipulated in the respective Supplemental Placement Memorandums on one hand, and the terms and conditions in the Shelf Placement Memorandum on the other, the provisions contained in the Supplemental Placement Memorandums shall prevail over and override the provisions of this Shelf Placement Memorandums for all intents and purposes.

UNDER ANY LAW FOR THE TIME BEING IN FORCE. THIS SHELF PLACEMENT MEMORANDUM IS IN COMPLIANCE WITH THE APPLICABLE REQUIREMENTS OF THE REGULATORY AUTHORITIES. The Debenture Trustee, “ipso facto” does not have the obligations of a principal debtor or a guarantor as to the monies paid/invested by the Debenture Holder.

Details of Compliance Officer (for SEBI)/Company Secretary

Details of Chief Financial Officer

Details of Promoters

Name: Priyanka Shetty Telephone:022-4009 3457 E-mail: [email protected]

Name: Vikrant Gandhi Telephone: 022-4009 3496 E-mail: [email protected]

Name: ICICI Bank Ltd Telephone: 022-2653 1414 E-mail: [email protected]

Details of Debenture Trustee Details of Registrar to Issue Details of Arranger Axis Trustee Services Limited Datamatics Business

Solutions Limited The Company reserves the right to appoint arranger(s) for any Tranche/Series under the Issue and the details of such arranger shall be specified in the Supplemental Placement Memorandum to be issued in relation to each Tranche/Series of NCDs.

Registered Address: Axis House, Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai - 400 025 Corporate Address: The Ruby, 2nd Floor, SW, 29 Senapati Bapat Marg, Dadar (West), Mumbai – 400028

Registered Address/ Corporate Address: Plot No B- 5, Part B Cross Lane, MIDC, Andheri (East), Mumbai -400093, Maharashtra, India

Tel No.: 91-22-62300451 Fax No.: 91-22-62300451

Tel No.: 91-22-6671 9645 Fax No.: 91-22-6671 2206

Email: [email protected] Website: www.axistrustee.in

Email: [email protected]


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Website: www.datamaticsbpm.com

Contact Person: Anil Grover – Head of Operations

Contact Person: Mr. Sunny Abraham

Details of Credit Rating Agency CRISIL Rating, ICRA and CARE Ratings have awarded rating limits to the borrowing by the Issuer by way of issuance of debentures. The rating letter in relation to overall rating limits of the Issuer as available with each of the said rating agencies has been attached hereto as Annexure 10. Please note that the rating and the rating agency used/adopted in relation to the NCDs to be issued under each Tranche/ Series, shall be specified in the Supplemental Placement Memorandum to be issued with respect to the relevant Tranche/ Series of NCDs.

CRISIL Ratings Limited (A subsidiary of CRISIL Limited)

ICRA Care Rating Limited

Address: CRISIL House, Central Avenue, Hiranandani Business Park, Powai, Mumbai 400 076

Address: B-710, Statesman House, 148, Barakhamba Road, New-Delhi-110001 Corporate office address: Building No. 8, 2nd Floor, Tower A, DLF Cyber City, Phase II, Gurgaon-122002

Address: 4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off. Eastern Express Highway, Sion (E), Mumbai - 400 022.

Tel: +91 22 3342 3000 Fax: +91 22 4040 5800

Tel.: +91 11 23357940 Tel: 022-6754 3456 Fax: 022-6754 3457

Website: www.crisil.com/ratings Email: [email protected]

Website: https://www.icra.in Email:[email protected]

Email: [email protected]

Contact Person: Krishnan Sitaraman SEBI Registration No: IN/CRA/001/1999

Contact Person: L. Shivakumar

Contact Person: Karthik Raj (Director)

ISSUE SCHEDULE

ISSUE/ BID OPENING DATE As per the Supplemental Placement Memorandum

ISSUE/ BID CLOSING DATE As per the Supplemental Placement Memorandum

PAY-IN DATE As per the Supplemental Placement Memorandum

DEEMED DATE OF ALLOTMENT As per the Supplemental Placement Memorandum

The Issue Schedule, being the Issue Opening Date, the Closing Date, the Pay- in Date and the Deemed Date of Allotment with respect to each Tranche/ Series of the NCDs will be identified in the respective Supplemental Placement Memorandum which will be issued in relation to each Tranche/ Series of


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NCDs. Further, the Issuer reserves the right to change the Issue Schedule including the Deemed Date of Allotment at its sole discretion, without giving any reasons or prior notice. The Issue shall be open for subscription during the banking hours on each day during the period covered by the Issue Schedule as shall be identified in the Supplemental Placement Memorandum.

CREDIT RATING: Details of credit rating along with reference to the rating letter issued (not older than one month on the date of the opening the issue) by the rating agencies in relation to the Issue shall be disclosed. The detailed press release of the Credit Rating Agencies along with rating rationale(s) used/adopted (not older than one year on the date of opening of the issue) shall also be disclosed: CRISIL Rating, ICRA and CARE Ratings have assigned the following ratings to the overall borrowings of the Issuer by way of issuance of debentures. “CRISIL AAA” - Instruments with this rating are considered to have the highest degree of safety regarding timely servicing of financial obligations. Such instruments carry lowest credit risk. “ICRA AAA” - Instruments with this rating are considered to have the highest degree of safety regarding timely servicing of financial obligations. Such instruments carry lowest credit risk. “CARE AAA” - Instruments with this rating are considered to have the highest degree of safety regarding timely servicing of financial obligations. Such instruments carry lowest credit risk. The rating used/adopted along with the date of rating and the detailed rating rationale in relation to each Tranche/ Series of NCDs will be specified for each tranche of the NCDs in the Supplemental Placement Memorandum to be issued in relation to each Tranche/ Series of NCDs. The rating is not a recommendation to buy, sell or hold NCDs and investors/Debenture Holders should take their own decision. The ratings may be subject to revision or withdrawal or suspension at any time by the assigning rating agency and each should be evaluated independently of any other rating. The ratings obtained are subject to revision at any point of time in the future. The rating agencies have a right to suspend, withdraw the rating at any time on the basis of new information, their surveillance etc.

LISTING: The NCDs are proposed to be listed on the wholesale debt market segment of the BSE Limited (“BSE”). Please refer to Annexure 12 of this Shelf Placement Memorandum for the copy of the in-principle approval issued by BSE Limited (“BSE”) in relation to the Issue.

ELIGIBLE INVESTORS: Nothing in this Shelf Placement Memorandum shall constitute and/or deem to constitute an offer or an invitation to offer, to be made to the public or any section thereof through this Shelf Placement Memorandum and Supplemental Placement Memorandum and its contents should not be construed to be a prospectus under the Act. The Issue is a domestic issue and is being made in India only. This Shelf Placement Memorandum and the Supplemental Placement Memorandum and the contents thereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Company and only such recipients are eligible to apply for the NCDs. Subject to applicable law, the categories of investors eligible to subscribe to the Debentures in this Issue, when addressed directly and are specifically mapped by the Issuer on the EBP Platform.


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Note: Participation by potential investors in the Issue may be subject to statutory and/or regulatory requirements applicable to them in connection with subscription to Indian securities by such categories of persons or entities. Applicants are advised to ensure that they comply with all regulatory requirements applicable to them, including exchange controls and other requirements. Applicants ought to seek independent legal and regulatory advice in relation to the laws applicable to them. Please also refer to the Section on ‘Who Can Apply’ below. ISSUE HIGHLIGHTS

Coupon Rate As per the Supplemental Placement Memorandum Coupon Payment Frequency

As per the Supplemental Placement Memorandum

Redemption Date As per the Supplemental Placement Memorandum Redemption Amount As per the Supplemental Placement Memorandum Details of Debenture Trustee

The Debenture Trustee appointed in relation to the Issuer is Axis Trustee Services Limited, please refer consent letter dated September 7, 2021 and bearing reference no. ATSL/CO/2021-22/3302 (“Debenture Trustee Consent Letter”) issued by the Debenture Trustee which is attached hereto as Annexure 4 of this Shelf Placement Memorandum. Pursuant to the Debenture Trustee Consent Letter, the Debenture Trustee has on or about the date hereof entered into a Debenture Trustee Agreement for inter alia setting out the terms and conditions for appointment of Axis Trustee Services Limited as the debenture trustee in relation to the NCDs.

Nature and Issue Size Rated, listed, redeemable Non-Convertible Debentures, aggregating up to Rs. 2,588 crore (Rupees Two Thousand Five Hundred Eighty Eight Crore Only) to be issued in one or more Tranche/Series, upon such terms as shall be identified in each Supplemental Placement Memorandum.

Base Issue and Green Shoe Option


Shelf/ Tranche Size Shelf Size: Rs. 2,588 crore (Rupees Two Thousand Five Hundred Eighty Eight Crore Only) Tranche Size: Please refer to the relevant Supplemental Placement Memorandum

Details about Underwriting of the Issue including the Amount Undertaken to be Underwritten by the Underwriters.

No underwriter has been appointed in relation to the Issue.

*For further details on the terms of the Issue, please also refer the Section on ‘Summary Term Sheet’ NOTE: It is clarified that the Issuer may issue secured or unsecured NCDs, from time to time, under this Shelf Placement Memorandum and at the time of filing Supplemental Placement Memorandum for each Tranche/ Series of NCDs, the Issuer shall stipulate the relevant provisions, depending on whether the Issuer is undertaking the issuance of secured or unsecured NCDs under the respective Tranche/ Series.


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The board of directors (“Board”) and shareholders, as applicable, of the Issuer have passed: (i) the Board resolution dated April 22, 2021 authorizing the Issuer to borrow monies up to a limit of

� 35.00 billion through the issuance of secured and/or unsecured non-convertible debentures /bonds, provided such NCDs and/or bonds are issued within 1 (one) year from the date on which the shareholders of the Issuer pass a resolution authorizing the Issuer to borrow monies in accordance with the terms of the Companies Act, 2013. Further, the shareholders of the Issuer at their meeting held on June 4, 2021 have approved aforesaid issuance of NCDs/Bonds for upto ` 35.00 billion during the period of one year from the date of passing the resolution.

(ii) the special resolution dated June 5, 2020 passed by the shareholders of the Issuer, pursuant to section 180(1)(a) of the Companies Act, 2013, authorising the Issuer to create security in order to secure the NCDs; and

(iii) the special resolution dated June 27, 2014 passed by the shareholders of the Issuer, pursuant to

section 180(1)(c) of the Companies Act, 2013 authorising the Issuer on the maximum borrowing limit.

The above resolutions were passed in compliance with provisions of Companies Act, 2013 and other applicable laws and regulations. The proposed Issue does not exceed the limits as approved through the resolutions passed by the Board and the shareholders of the Issuer. The proposed Issue forms part of the above approved limits.

So long as the terms and conditions of the existing securities (under the respective issues) in the ISIN are not revised (i) otherwise than as may be required/permitted by regulations; or (ii) which results in breach of or violation of the regulation, which specifically precludes such revision, the Issuer reserves the rights entitled to add additional securities (for such additional amounts as may be issued by the Issuer from time to time) to the existing ISIN from time to time on such terms and conditions, which may be different from the existing securities under the respective issues under same ISIN. Such additional securities and their terms may be such as are permitted by regulation or not specifically precluded by regulations, as may be amended or modified from time to time. By signing the application form and making an application to subscribe to the NCDs to be issued by the Issuer, all Debenture Holders of the NCDs under this ISIN and any Debenture Holders who acquire the NCDs in the secondary market shall be deemed to have irrevocably given their consent to the Issuer to add such additional securities (for such additional amounts as may be issued by the Issuer from time to time) to the existing ISIN from time to time, subject to applicable laws. The financial details provided in this Shelf Placement Memorandum are as on June 30, 2021. Further, as we release our audited financial results/statements on an annual basis, after the end of the relevant financial year, the financial details provided for the quarter ending June 30, 2021, are provided on the basis of the unaudited financial results for the quarter ended June 30, 2021 and the same may vary from the audited financial statement.

ELECTRONIC BOOK MECHANISM AND DETAILS PERTAINING TO THE UPLOADING THE PLACEMENT MEMORANDUM ON THE ELECTRONIC BOOK PROVIDER PLATFORM.

The Issue shall be open for bidding and subscription in accordance with the guidelines issued by SEBI and BSE pertaining to the procedure of Electronic Book Mechanism as specified by the Operational Circular, and the related operational guidelines, regulations issued by the concerned Electronic Book Provider, as may be amended, clarified or updated from time to time (collectively, “Electronic Book Mechanism Guidelines”).


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Mode of bidding: As per the Supplemental Placement Memorandum Manner of Allotment: As per the Supplemental Placement Memorandum Allotment Size The minimum allotment of Debentures shall be Rs.1,00,00,000/-

(Rupees One Crore Only). Manner of Settlement: As per the process prescribed by the Electronic Book Mechanism

Guidelines Minimum Bid Lot and Multiple of Single Bid:

Rs. 1,00,00,000/- (Rupees One Crore Only) and in multiples of Rs. 10,00,000/- (Rupees Ten Lakhs Only) thereafter.

Trading Lot Size Rs. 10,00,000/- (Rupees Ten lakhs Only) Settlement Cycle [T+1/ T+2] where T refers to the date of bidding/ issue day


The Issuer certifies that any consolidation of the NCDs issued/ to be issued under this Issue with an existing ISIN is and shall be carried out in compliance with Securities NCS Regulations, the Operational Circular and any other rules, regulations, process as prescribed by SEBI from time to time in this regard. FURTHER, NEITHER THE ISSUER NOR ANY OF ITS PROMOTERS OR DIRECTORS HAS BEEN DECLARED AS A WILFUL DEFAULTER.

APPLICATION PROCESS

How to Apply

Only Eligible Investors as given hereunder and identified upfront by the Issuer may apply for the NCDs. Eligible investors are required to register on the EBP platform the link for which shall be available at https://bond.bseindia.com/Investor_Registration.aspx. All the registered and eligible investors are required to update the necessary bank account details and demat details before participating in the bidding process on the EBP platform. Each Tranche/Series of the Issue will open on the ‘Issue Opening Date’ and close on the ‘Issue Closing Date’ (both days inclusive) as stated in the Supplemental Placement Memorandum (“Issue Period”). Potential investors who wish to invest in the Issue shall submit an application for the NCDs with all the accompanying documents and the application money at any time starting from the Issue Opening Date and upto the Issue Closing Date. The subscription to the NCDs shall be made by the potential investors through the electronic book mechanism as prescribed by SEBI during the Issue Period in the manner as set hereinbelow. Applications for the NCDs must be made in the prescribed Application Form contained in the Supplemental Placement Memorandum as provided by the Company and must be completed in block letters in English by the investors. Application Form must be accompanied by payment details. All Application Forms, duly completed, together with cheque/ demand draft or Electronic transfer drawn or made payable in favour of “ICICI Home Finance Company Limited” of the amount payable on application. Applications for the Debentures must be in the prescribed form (enclosed) and completed in BLOCK CAPITAL LETTERS in English and as per the instructions contained therein. Applications complete in all respects (along with all necessary documents as detailed in this Disclosure Document) must be submitted before the last date indicated in the issue time table or such extended time as decided by the issuer. No separate receipt will be issued for the application money. The funds have to be credited to the designated bank accounts of Indian Clearing Corporation Ltd (“ICCL”), the details of which shall be provided in the Supplemental Placement Memorandum, as per


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the Electronic Book mechanism Guidelines. It may be noted that payment by any other means shall not be accepted. The Issuer assumes no responsibility for any applications lost in mail or in transit or any failure of electronic fund transfer. The Issuer will not be responsible in any manner for any delayed receipts / non-receipt of payments or applications lost in mail.

The subscription to the NCDs shall be made by the Eligible Investors through the electronic book mechanism as prescribed by SEBI under the EBP Guidelines by placing bids on the EBP platform during the Issue period. In case the Eligible Investors are not registered on the EBP platform, they will have to register themselves as investor on the said platform (as a one-time exercise) and also complete the mandatory KYC verification process. The Eligible Investors should also refer to the operational guidelines of the EBP in this respect. Process flow of settlement:

Eligible Investors whose bids have been accepted by the Issuer and to whom a signed copy of this Shelf Placement Memorandum and Supplemental Placement Memorandum have been issued by the Issuer and who have submitted/shall submit the Application Form (“Successful Bidders”), shall make pay-in of subscription monies in respect of the NCDs towards the allocation made to them, into the bank account of Indian Clearing Corporation Limited (ICCL) (the details of which will be set out under the Supplemental Placement Memorandum), on the Pay in Date.

The pay-in by the Successful Bidders will be made only from the bank account(s), which have been provided / updated by them in the EBP system. Any amount received from third party accounts or from accounts not specified in the EBP system will be refunded and no allotment will be made against such payments. Upon the transfer of funds into the aforesaid account of ICCL and the Issuer confirming its decision to proceed with the allotment of the NCDs in favour of the Successful Bidders to the ICCL, the R&T Agent and the EBP and initiating the requisite corporate action for allotment of NCDs and credit of the demat letter of allotment into the relevant demat account of the Successful Bidders through the Registrar to the Issue, the Registrar to the Issue shall provide corporate action file along with all requisite documents to the Depositories by 12:00 hours and also intimate the EBP of the aforesaid actions. Upon the Depositories confirming the allotment of the NCDs and the credit of the NCDs into the demat account of the Successful Bidders to EBP, the subscription monies in respect of the Debentures from the aforesaid account of ICCL shall be released into the Issuer’s bank account, the details whereof will be intimated to the EBP by the Issuer.

It must be noted that all funds pay-in obligations need to be fulfilled in totality. Partial fund receipt against any given obligation will be treated as a default and debarment penalties will be applicable as specified by the EBP Guidelines.

All payments must be made through NEFT, RTGS, electronic fund transfer to the bank account of ICCL. It may be noted that payment by any other means shall not be accepted. The Company assumes no responsibility for any applications lost in mail or in transit or any failure of electronic fund transfer. The Company will not be responsible in any manner for any delayed receipts / non-receipt of RTGS payments or applications lost in mail.

As a matter of precaution against possible fraudulent encashment of interest warrants/ cheques due to loss/ misplacement, the applicant should furnish the full particulars of his or her bank account (i.e. Account Number, name of the bank and branch) at the appropriate place in the Application Form. Interest warrants will then be made out in favour of the bank for credit to his/ her account so specified and dispatched to the investors, who may deposit the same in the said bank.

The Issuer assumes no responsibility for any applications / cheques / demand drafts lost in mail or in transit.


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Who can apply

Subject to applicable law, the categories of investors eligible to subscribe to the NCDs in this Issue, when addressed directly, are:

I. companies, body corporates, financial institutions, non-banking financial company, statutory corporations;

II. scheduled commercial banks including but not restricted to commercial, private, foreign, co-operative and regional rural banks;

III. pension funds/ provident funds/ superannuation funds or gratuity funds, private trusts, as may be permitted by respective rules and guidelines of such funds/ trusts;

IV. registered societies; V. partnership firms; VI. Hindu Undivided Families (HUFs); VII. high net worth individuals; VIII. insurance companies; IX. mutual funds; X. portfolio managers registered with SEBI; and XI. any other investor permitted to invest in the NCDs.

Shortlisted investors as may be identified by the Board prior to issuance of the offer(s)/invitation to subscribe to the NCDs, shall be considered as the “identified person(s)” to whom the Company can make private placement of the NCDs and only such “identified persons” shall receive a direct communication from the Company with offer to subscribe to the Debentures and only such “identified persons” shall be entitled to subscribe to the Debentures (or any Series thereof).

All investors are required to check and comply with Applicable Laws including the relevant rules / regulations / guidelines applicable to them for investing in this Issue of NCDs and the Company, is not in any way, directly or indirectly, responsible for any statutory or regulatory breaches by any investor, neither is the Company required to check or confirm the same.

Without prejudice to the aforesaid, where the selection of the eligible investors is required to be done pursuant to bidding mechanism on the electronic platform called the “EBP Platform” under the EBP Guidelines or any other successive arrangement/platform mandated by SEBI, only those Persons out of the aforesaid categories of investors, who are registered on the EBP Platform and are eligible to make bids for NCDs of the Issuer and to whom allocation is to be made by the Issuer pursuant to selection under the electronic book mechanism for issuance of securities on private placement basis in terms of the EBP Guidelines and the Electronic Book Providers shall be considered as “identified persons” for the purposes of Section 42(2) of the Companies Act, 2013 (as amended from time to time), to whom the Issuer shall make private placement of the NCDs and only such “identified persons” shall receive a direct communication from the Issuer with offer to subscribe to the Debentures and only such “identified persons” shall be entitled to subscribe to the NCDs.

Additionally, those arrangers/brokers/intermediaries etc. (as per the defined limits under the EBP Guidelines) specifically mapped by the Issuer on the EBP Platform are also eligible to bid/apply/invest for this Issue.

Although above investors are eligible to apply however only those investors, who are individually addressed through direct communication by the Company/ Sole Arranger, are eligible to apply for the NCDs. No other person may apply. Hosting of this Shelf Placement Memorandum and the Supplemental Placement Memorandum on the website of the [BSE/ NSE] should not be construed as an offer or an invitation to offer to subscribe to the NCDs and the same has been hosted only as it is stipulated by the SEBI NCS Regulations, the Operational Circular read with the EBP Guidelines. Investors should check their eligibility before making any investment.


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Note: Participation by potential investors in the issue may be subject to statutory and/or regulatory requirements applicable to them in connection with subscription to Indian securities by such categories of persons or entities. Applicants are advised to ensure that they comply with all regulatory requirements applicable to them, including exchange controls and other requirements. Applicants ought to seek independent legal and regulatory advice in relation to the laws applicable to them. The applications must be accompanied by certified true copies of (1) Memorandum and Articles of Association/ Constitution/ Bye-laws (2) Resolution authorizing investment and containing operating instructions (3) Specimen signatures of authorised signatories and (4) Xerox copy of PAN Card. (5) Registration Certificate (6) Necessary forms for claiming exemption from deduction of tax at source on the interest income/ interest on application money, wherever applicable. Notwithstanding anything stated in this document or otherwise, all eligible investors are required to check and comply with applicable laws including the relevant rules I regulations I guidelines I directions applicable to them for investing in this issue of Debentures, including all eligibility and registration formalities under the Electronic Book Mechanism Guidelines and the Issuer, is not in any way, directly or indirectly, responsible for any statutory or regulatory or procedural breaches by any investor, neither is the Issuer required to check or confirm the same. The Disclosure Documents and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by or on behalf of the Issuer and only such recipients are eligible to apply for the Debentures. Eligible investors who fall in any of the following categories, shall accompany their Application Forms with the following documents: PAN I GIR No: All applicants should mention their Permanent Account number (PAN) allotted under Income Tax Act, 1961 or where the same has not been allotted, the GIR Number and the IT Circle/Ward/District should be mentioned. In case where neither the PAN nor the GIR number has been allotted, or the applicant is not assessed to Income Tax, the fact of such non-allotment should be mentioned in the Application Form. Applications without this will be considered incomplete and are liable to be rejected. Application by Banks/Corporate Bodies/Mutual Funds/Financial Institutions/Trusts/Statutory Corporations The applications must be accompanied by certified true copies of (i) memorandum and articles of association/constitution/bylaws/ trust deed; (ii) resolution authorizing investment and containing operating instructions; (iii) specimen signatures of authorized signatories; and (iv) necessary form for claiming exemption from on interest on application money. In case of applications by Mutual Funds registered with SEBI, a separate application must be made in respect of each scheme of the Mutual Fund and such applications will not be treated as multiple applications, provided that the application made by the asset management company/ trustee/ custodian clearly indicate their intention as to the scheme for which the application has been made. The application forms duly filled shall clearly indicate the name of the concerned scheme for which application is being made and must be accompanied by certified true copies of: i. SEBI registration certificate; ii. Resolution authorizing investment and containing operating instructions; iii. Specimen signature of authorized signatories.


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Application by Partnership Firm The applications must be accompanied by certified copies of (i) the PAN Card of the partnership firm; (ii) copy of the partnership deed; (iii) the photo identity proof like Passport / PAN Card / Driving License, etc. of the partner(s)signing the Application Form and specimen signatures of authorised signatories; and (iv) an authority letter from all partners authorizing such investment. Application under Power of Attorney A certified true copy of the power of attorney or the relevant authority as the case may be along with the names and specimen signatures of all authorised signatories must be lodged along with the submission of the completed Application Form. Further, modifications/additions in the power of attorney or authority should be delivered to the Company at its Registered Office. ISSUE PROCEDURE The issue Setup shall be done by the Issuer in accordance with the Operating Guidelines of the EBP platform. The final subscription to the Debentures shall be made by the eligible investors through the Electronic Book Mechanism as prescribed by SEBI under the SEBI Electronic Book Mechanism Guidelines by placing bids on the EBP during the issue period. An Issuer, at its discretion, may withdraw from the Issue process in accordance with the conditions enlisted in the Operating Guidelines of the EBP platform. Eligible investors should note that disclosure of estimated put off yield by the EBP platform to the eligible participants, pursuant to closure of Issue, shall be at the discretion of the Issuer. The Issuer may choose to disclose the estimated cut-off yield to all the eligible participants before the bidding. The minimum number of Debentures that can be applied for and the multiples thereof shall be as set out in the Disclosure Documents. No application can be made for a fraction of a Debentures. Potential investors whose bids have been accepted by the Issuer and to whom a signed copy of the Disclosure Documents have been issued by the Issuer and who have submitted/shall submit the Application Form ("Successful Bidders"), shall make pay-in of subscription monies in respect of the Debentures towards the allocation made to them, into the bank account of ICCL, on or prior to the Deemed Date of Allotment and before the Pay-In Cut-Off Time, the details of which will be displayed on the EBP Platform. The pay-in by the Successful Bidders will be made only from the bank account(s), which have been provided / updated by the Successful Bidders in the ESP system. Any amount received from third party accounts or from accounts not specified in the EBP system will be refunded and no allotment will be made against such payments. Further, pay-in received from any other bank account may lead to cancellation of bid and consequent debarment of the bidder from accessing the EBP platform for 30 days. Upon the transfer of funds into the aforesaid account of ICCL and the Issuer confirming its decision to proceed with the allotment of the Debentures in favour of the Successful Bidders to the clearing corporation, the R&T Agent and the EBP and initiating the requisite corporate action for allotment of Debentures and credit of the demat letter of allotment into the relevant demat account of the Successful Bidders through the R&T Agent, the R&T Agent shall provide corporate action file along with all requisite documents to the Depositories by 12:00 hours and also intimate the EBP of the aforesaid actions. Upon the Depositories confirming the allotment of the Debentures and the credit of the Debentures into the demat account of the Successful Bidders to EBP, the subscription monies in respect of the Debentures from the aforesaid account of the clearing corporation shall be released into the Issuer's bank account, as intimated by the Issuer to the EBR


12

It must be noted that all funds pay-in obligations need to be fulfilled in totality. Partial fund receipt against any given obligation will be treated as a default and debarment penalties may be applicable as specified by the Electronic Book Mechanism Guidelines. It may be noted that payment by any other means shall not be accepted, The Company assumes no responsibility for any applications lost in mail or in transit or any failure of electronic fund transfer. The Company will not be responsible in any manner for any delayed receipts / non-receipt of RTGS payments or applications lost in mail. All transfers/RTGS must be made payable to the designated bank accounts of ICCL, Details Whereof Shall Be Specified In The Tranche Placement Memorandum.

UNDERTAKINGS OF THE ISSUER

ISSUER’S ABSOLUTE RESPONSIBILITY: The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Shelf Placement Memorandum contains all information with regard to the Issuer and the Issue which is material in the context of the Issue, that the information contained in the Shelf Placement Memorandum 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 of which make this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

GENERAL RISKS: Investment in debt and debt related securities involve a degree of risk and investors should not invest any funds in debt instruments unless they can afford to take the risk attached to such investments. Investors are advised to read the Risk Factors carefully before taking an investment decision in this Issue. For taking an investment decision, the Investors must rely on their own examination of the Issuer and the Issue including the risks involved therein. For taking an investment decision, Investors must rely on their own examination of the Company and the Issue including the risks involved in it. The NCDs have not been recommended or approved by any regulatory authority in India, including the Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of this Shelf Placement Memorandum. Specific attention of investors is invited to the statement of ‘Risk Factors’ given in Annexure 2 of this Shelf Placement Memorandum. These risks are not, and are not intended to be, a complete list of all risks and considerations relevant to the NCDs or investor’s decision to purchase the NCDs. This Shelf Placement Memorandum has not been submitted, cleared or approved by SEBI

NO SIDE LETTERS: The Issuer has no side letter with any debenture holders except the one(s) disclosed in the Supplemental Placement Memorandums. Any covenants later added shall be disclosed on the stock exchange website where the debentures are listed. DISCLAIMER STATEMENT FROM THE ISSUER: The Issuer confirms that the information contained in this Shelf Placement Memorandum is true and correct in all material respects and is not misleading in any material respect. All information considered adequate and relevant about the Issue and the Issuer has been made available in this Shelf Placement Memorandum for the use and perusal of the potential investors/debenture holders and no selective or additional information would be available for a section of potential investors/debenture holders, in any manner whatsoever. The Issuer accepts no responsibility for statements made otherwise than in this Shelf Placement Memorandum or any other material issued by or at the instance of the Issuer and anyone placing reliance on any other source of information would be doing so at his/her/their own risk.


13

This Shelf Placement Memorandum has been prepared to provide general information about the Issuer and the Issue to potential debenture holders to whom it is addressed and who are willing and eligible to subscribe to the NCDs. This Shelf Placement Memorandum does not purport to contain all the information that any potential investors/debenture holder may require. Neither this Shelf Placement Memorandum nor any other information supplied in connection with the NCDs is intended to provide the basis of any credit or other evaluation and any recipient of this Shelf Placement Memorandum and the Supplemental Placement Memorandum should not consider such receipt a recommendation to purchase any NCDs. Each potential investor/debenture holder contemplating purchasing any NCDs should make its own independent investigation of the financial condition and affairs of the Issuer, and its own appraisal of the creditworthiness of the Issuer. Potential investors/debenture holders should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the NCDs and should possess the appropriate resources to analyse such investment and the suitability of such investment to such debenture holder’s particular circumstances.


14

Table of Contents

Sr. No. Contents Page No.

1 Part A Disclosures under SEBI NCS Regulations

2 Part B Disclosures under SEBI Operational Circular

3 Declaration by Directors/ Company

Annexures

4 Annexure 1: Litigations

5 Annexure 2: Disclosure under Form PAS -4

6 Annexure 3: Related party transactions

7 Annexure 4: Debenture Trustee Consent Letter

8 Annexure 5: Audited Financial Information for last 3 years

9 Annexure 6: Abridged version of latest half yearly financials

10 Annexure 7: Format of Supplemental Placement Memorandum

11 Annexure 8: Application Process under EBP Mechanism

12 Annexure 9: Copy of shareholder resolution dated June 04, 2021.

13 Annexure 10: Rating letters and Rating rationale

14 Annexure 11: Copy of COD resolution dated September 8, 2021

15 Annexure 12: Auditors Certificate

16 Annexure 13: In- Principle Approval

17

72

77

78

87

101

110

111126

134159

165

168

181183

188


15

Glossary

Board Board of directors of the Issuer or a committee thereof formed or to be formed in this regard.

Company/ Issuer ICICI Home Finance Company Limited, having its registered office at ICICI Bank Towers, Bandra – Kurla Complex, Mumbai–400 051.

Debenture Holders persons who are/will become the holders of the Debentures and whose names are/ will be entered in the register of Debentureholders as maintained by the Company as Debentureholders and shall include the beneficial owner(s) of the Debentures in dematerialized form as per the list of beneficial owners prepared and maintained by National Securities Depository Limited (“NSDL”) and/or Central Depository Securities (India) Limited (“CDSL”), as the case may be, as per the provisions of Depositories Act, 1996.

Debenture Trustee The trustee of the Debenture Holder(s), in this case being Axis Trustee Services Limited.

Debenture Trustee Agreement

The debenture trustee agreement entered into between the Issuer and the Debenture Trustee for appointment of Axis Trustee Services Limited as the debenture trustee in relation to the Issue.

Debenture Trust Deed With respect to each Tranche/ Series, shall mean each of the debenture trust deed entered into between the Issuer and the Debenture Trustee, for setting out the detailed terms and conditions of such Tranche/Series under this Issue.

Deemed Date of Allotment The Deemed Date of Allotment in relation to each Tranche/ Series of NCDs to be issued pursuant to the terms of this Shelf Placement Memorandum shall identified in the Supplemental Placement Memorandum.

Directors Any director appointed on the Board.

EBP Guidelines

The guidelines issued by SEBI with respect to electronic book mechanism under the terms of the SEBI NCS Regulations, the Operational Circular and the operational guidelines issued by the relevant Electronic Book Provider, as may be amended, clarified or updated from time to time.

EBP/ Electronic Book Provider

With respect to each Tranche/ Series, shall be as identified in the Supplemental Placement Memorandum to be issued in relation to such Tranche/ Series.

ECS Electronic clearing system

NCS Regulations/ SEBI NCS Regulations

SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021, as amended and modified from time to time.

INR/Rs. The lawful currency of the Republic of India.

NHB National Housing Bank.

Operational Circular Operational Circular issued by Securities Exchange Board of India vide circular number SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021.


16

RBI Directions Non-Banking Financial Company – Housing Finance Company (Reserve Bank) Directions, 2021 dated February 17, 2021 as may be amended from time to time

RBI Reserve Bank of India.

RTGS Real Time Gross Settlement.

SEBI Securities and Exchange Board of India.

Supplemental Placement Memorandum

The supplement to this Shelf Placement Memorandum to be issued by the Company broadly in the format provided in Annexure 7 hereof containing inter alia the issue schedule, issue price, issue size, interest rate (if any), interest rate benchmark (if any), redemption premium (if any), coupon (if any), security (if any) and other terms and conditions regarding each Series/ Tranche of the NCDs issued/ to be issued under the Issue. The Company shall be free to amend the format of Supplemental Placement Memorandum depending upon the terms and conditions of NCDs being issued in each Series/ Tranche.

Tranche/ Series Any Series/ Tranche of NCDs issued under the Issue pursuant to the issue of the Supplemental Placement Memorandum.

Transaction Documents The Debenture Trustee Agreement, this Shelf Placement Memorandum, the Supplemental Placement Memorandum, the Debenture Trust Deed(s) and any other document executed in relation to the NCDs and designated as ‘Transaction Document’ under the Supplemental Placement Memorandum.


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PART A

DISCLOSURES UNDER SEBI NCS REGULATIONS

1. GENERAL INFORMATION

A. Name, logo, addresses, website and other contact details of the Issuer, the Debenture Trustee, the Credit Rating Agency, Statutory Auditors and the Registrar

Details Name and Logo Registered Office Corporate Office and Website

Contact Person and Communication Details

Issuer ICICI Home Finance Company Limited

ICICI Bank Towers, Bandra-Kurla Complex, Mumbai- 400 051

ICICI Home Finance Company Limited ICICI HFC Tower, Andheri Kurla Road, JB Nagar, Andheri (E), Mumbai – 400 059 Website: www.icicihfc.com

Contact Person: Priyanka Shetty - Company Secretary Email: [email protected] Telephone: 022-40093457 Fax.:

Debenture Trustee

Axis Trustee Services Limited

Axis House, Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai - 400 025

The Ruby, 2nd Floor, SW, 29 Senapati Bapat Marg, Dadat West, Mumbai – 400028

Contact Person: Anil Grover – Head of Operations Email: [email protected] Tel No.: 91-22-62300451

Credit Rating As per the Supplemental Placement Memorandum




Registrar

Datamatics Business Solutions Limited

Plot No B- 5, Part B Cross Lane, MIDC, Andheri (East), Mumbai -400 093, Maharashtra, India

Plot No B- 5, Part B Cross Lane, MIDC, Andheri (East), Mumbai -400 093, Maharashtra, India

Contact Person: Mr. Sunny Abraham Email: [email protected] Tel No.: 91-22-6671 9645 Fax No.: 91-22-6671 2206


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Details Name and Logo Registered Office Corporate Office and Website

Contact Person and Communication Details

Joint Statutory Auditors

Mukund M. Chitale & Co. Chartered Accountants

2nd Floor, Kapur House, Paranjpe B Scheme Road No. 1, Vile Parle – East, Mumbai-400 057

2nd Floor, Kapur House, Paranjpe B Scheme Road No. 1, Vile Parle – East, Mumbai-400 057

Contact person: Abhay V. Kamat Email address: [email protected] Telephone numbers: +91-22-26633500

Singhi & Co. Chartered Accountants

B2 402B Marathon Innova, Off Ganpatrao Kadam Marg, Lower Parel, Mumbai 400013

B2 402B Marathon Innova, Off Ganpatrao Kadam Marg, Lower Parel, Mumbai 400013

Contact Person Name: Ms. Shweta Singhal Email address - [email protected] Telephone number - 022 - 66625537

B. About the Issuer

(i) Brief Summary of the business/ activities of the Issuer and its subsidiaries with

the details of branches or units if any, and its line of business

(a) Brief History

Issuer is a deposit taking housing finance company registered with the NHB. The Issuer is a wholly owned subsidiary of ICICI Bank Limited. Issuer was incorporated as a wholly owned subsidiary of the erstwhile ICICI Personal Financial Services Limited. Issuer obtained its certificate of commencement of business on July 9, 1999. Subsequently, it became a wholly owned subsidiary of the erstwhile ICICI Limited with effect from November 22, 1999. Following the merger of erstwhile ICICI Limited with ICICI Bank Limited, Issuer became a wholly owned subsidiary of ICICI Bank Limited. The Issuer does not have any subsidiary as on the date of filing the Shelf Placement Memorandum.

(b) Overview of the business of the Issuer

The Issuer's business activities consist of primarily housing finance including other retail loans and mortgage loans to customers, corporate loans to real estate developers and other lending businesses, distribution of third party products and fee-based products and services.

Long-term mortgage loans to individuals and corporations and construction finance to builders are secured by a mortgage of the property. Housing loans are extended for


19

maturities generally ranging from five to twenty years and a large proportion of these loans are at floating rates of interest. This reduces the interest rate risk of the Issuer. Any change in the benchmark rate to which the rate of interest on the home loan is referenced is effected on to the borrower on the first day of the succeeding quarter or the succeeding month, as applicable. Any decrease in the rate of interest payable on floating rate home loans is generally effected by an acceleration of the repayment schedule, keeping the monthly installment amount unchanged. Any increase in the rate of interest payable on floating rate home loans is effected by either a prolongation of the repayment schedule, keeping the monthly installment amount unchanged or by changing the monthly installment amount based on certain approved criteria.

Issuer provides finance for purchase of homes and consultancy services for real estate businesses. It acts as a facilitator for retail customers, both prospective buyers and sellers. As part of the corporate property services, Issuer acts as a real estate consultant to developers and corporate clients providing customized real estate solutions to meet specific client requirements, for example, rent securitisation, joint venture structuring, sale and lease back transactions and investments and research.

Product / Service Offering Products offered to customers in the retail housing loan sector include: Home Loans - Home Loans are given for acquisition or construction or extension of residential property and purchase of land and construction thereon to all categories of borrowers. The loans are extended for under construction or ready for possession or resale properties. The residential property is taken as the security for the loan by creating a charge by way of mortgage. Home Improvement Loans - Home Improvement Loans are extended for the purpose of painting, tiling and flooring, grills and windows, plumbing and sanitary work, structural changes, external repairs, water proofing, boundary wall construction, construction of underground or overhead tanks etc. The property on which the improvement work is to be done is taken as the security for the loan by creating a charge by way of mortgage. Home Equity Loans - Home Equity Loans are given against residential and commercial properties. The loan can be utilized for the purpose of business, education, marriage, medical treatment and other personal needs. An end use letter is taken from the customer specifying the final use of the borrowed funds. The property is taken as security for the loan by creating a charge by way of mortgage. Office Premises Loans - Office Premises loans are extended for the purpose of purchase, construction, extension, improvement of an office, shop, clinic or nursing home. The commercial property is taken as the security for the loan by creating a charge by way of mortgage. Loan to NRI - Loans are given to non-resident Indians for acquisition/construction of a residential property, purchase of land and construction thereon for residential purpose and home improvement loan. The property is taken as the security for the loan by creating a charge by way of mortgage. Corporate finance for real estate requirements is extended based on the financial strength of the borrowing entity. The product line for the non-retail segment for real estate financing includes construction finance and lease rental discounting. Construction finance is given to


20

developers or builders for project acquisition and construction costs. Lease rental discounting facility is given to corporates to unlock the value from leased premises. Real Estate Transaction Services and Consulting Home Search - Home Search division of Issuer acts as the facilitator for retail customers, to buy, sell and / or lease residential properties. Issuer acts as the intermediary between prospective buyers and sellers or owners and prospective tenants. The division will also act as loan referral partner for ICICI Bank. Corporate Property Services - The corporate property services is primarily a real estate transaction services business of Issuer. It provides Transaction services in various segments including:

Sale and leasing services for commercial, retail and industrial space. Investment consulting services for clients through financial analysis of investment deals,

offering possible investment opportunities based on the quantum to be invested, analysing investment horizon and expected returns, providing report on future outlook on prices, government incentives, growth potential, supply and demand situation and conducting due diligence and negotiations.

Facilitating rent securitization to meet the financial needs of clients and helping in

securitizing their cash flows from the rentals. Conducting market research studies, feasibility studies, and portfolio strategy for real

estate holdings to gauge the future of real estate demand and facilitate corporates in real estate decision-making.

With more and more developers keen on participating in joint ventures with other clients,

Issuer would map the requirements of both the sides in structuring a deal, which would be of the mutual benefit to both the groups.

Asset Valuation Team (AV) – The AV team facilitates the business mortgage group providing them with the fair market value of the properties ensuring that the properties which are taken as security are adequate and thus avoid errors due to over valuation. Host of services offered by them are as follows:

Valuation of the property across key markets Monitoring funded properties

(ii) Details of Branches of the Issuer as on at June 30 ,2021

Sr. no.

Branch State Branch Address Category

1 Visakhapatnam Andhra Pradesh

Ground floor, 47-9-14, Ganta Arcade, 3rd lane, Dwarakanagar, Vishakapatnam, A.P. 530016

Branch


21

Sr. no.


2 Vijayawada Andhra Pradesh

2nd floor, 40-1-129/1, RCC Building, Mahatma Gandhi Road, Chandramoulipuram, Vijayawada – 520010

Branch

3 Guntur Andhra Pradesh

Supriya Towers, 1st floor, D. No. 5-37-155, 4/15 Brodipet, Guntur, Andhra Pradesh 522002

Branch

4 Nellore Andhra Pradesh

1st floor, Unit No. 5, Shridhar's Krishna Towers, D no. 26-15-27, FF 5-6 Iskon City, Nellore City - 524004

Branch

5 Kurnool Andhra Pradesh

Shop. No 8 & 9,1st floor, Beside ICICI Bank Ltd, Park Road, Kurnool- 518001

Branch

6 Rajahmundry Andhra Pradesh

North Side, 1st floor, Plot No. A 36, 2nd Block, 76-1-4; Lalitha Bhaskar Enterprises, Gandhi Puram-II, Rajamahendravaram, Ap- 533103

Branch

7 Kakinada Andhra Pradesh

D. No.13-1-54, 1st floor, Dr. N. V. Ramesh Complex, Ramayya Street, Main Road, Kakinada – 533001

Branch

8 Tirupati Andhra Pradesh

Door no. 23-8-156/A, 1st floor, R. R. Enclave, New Balaji Colony, A.I.R. Bypass Road, Above ICICI Bank, Tirupati - 517502

Branch

9 Hyderabad - Kukatpally Telangana Part A of 2nd floor, MIG, Dharma Reddy Colony, Opposite Jntu, Kphb, Hyderabad -500072

Branch

10 Hyderabad - Secunderabad

Telangana Ground floor, Usha Kiran Complex, S.D.Road, Secunderabad -500003

Branch


22

Sr. no.


11 Hyderabad - Dilsukhnagar

Telangana 1st floor, Office No. 16-11-20/7/A, Opposit T.V.Tower, Malakpet, Hyderabad – 500036

Branch

12 Warangal Telangana Sarayu Plaza, Shop No.2-10-874/2/C, 1st floor, Waddepally Village, Subedari, Bank Colony, Hanamkonda, Warangal, Telangana - 506001

Branch

13 Patna Bihar 4th floor, 401, Kanak Brajraj Complex, Dhakkanpura, Kavi Raman Path, Patna – 800001

Branch

14 Raipur Chhattisgarh Sky Park, Ground floor, Unit No.1, Near Canal Road Raipur - 492001

Branch

15 Bilaspur Chhattisgarh 1st floor, Indira Tower, A-26, Zone II, Main Road Vyapar Vihar Bilaspur (C.G.) 495001

Branch

16 Ranchi Jharkhand 3rd floor, Amravati Complex, Circular Road, Lalpur, Ranchi - 834001, Jharkhand

Branch

17 Jamshedpur Jharkhand 1st floor, P.P Tower, Ram Mandir Lane, Bistupur, Jamshedpur - 831001

Branch

18 Bhubaneswar Orissa 96, Janpath, 2nd floor, Kharavela Nagar, Bhubneswar-751001

Branch

19 Kolkata-AJCBoseRoad West Bengal 8/1A, 2nd floor, Sir William Jones Sarani (Formerly 8/1, Middleton Row), Kolkata – 700071

Branch

20 Kolkata-Suburban Howrah

West Bengal 4th floor, Krishna Enclave, 2/1, Bhajan Lal Lohia Lane, Near Howrah AC Market, Above Yes Bank, Howrah-711101

Branch


23

Sr. no.


21 Ahmedabad – West Gujarat 1st Floor, 101 & 102, SPG Empressa, opposite LG Showroom, BS. Passport Seva Kendra, near Mithakhali Six Roads, Navranpura – 380009

Branch

22 Ahmedabad – Nikol Gujarat Showroom No. 2, 1st floor, Office No. B-120, Shantiniketan Business Park, Gangotri Circle, Nikol, Ahmedabad-382350

Branch

23 Surat Gujarat 4th floor, 410, Milestone Vibrant, Opp. Apple Hospital, Udhna Darwaja, Surat-395002

Branch

24 Vadodara Gujarat R. S. No.- 95, 2nd floor, Alpha, 16-A, Sudhanagar Society, Jetalpur Road, Vadodara – 390007

Branch

25 Rajkot Gujarat 3rd floor, 301, Nakshatra-3 , 150 Fit Ring Road, Near Raoya Telephone Exchange, Rajkot - 360007

Branch

26 Mehsana Gujarat 1st floor, Shakti Business Centre, Above United Bank, Mehsana Highway, Mehsana – 384002

Branch

27 Bhavnagar Gujarat Office No. 201, 2nd floor, Plot No. 8/B, Gijiubhai Badheka Marg, Opp. Dakshivamurti School, Waghawadi Road, Bhavnagar – 364002

Branch

28 Gandhidham Gujarat Plot No. 342, Ward-12/B, Office No. 203 , 2nd floor, Rajkamal-2, Near Yes Bank, ICICI Bank, Gandhidham-370201

Branch


24

Sr. no.


29 Anand Gujarat Shop No.106, 1st floor, Shree Ram Shikhar, New Station Road, Anand - 388001

Micro Branch

30 Vapi Gujarat Unit No. 03, 1st floor, Shanti Complex, Plot No P-50/1, G.I.D.C. B/H, 21st Century Hospital, Vapi – 396195

Branch

31 Rohtak Haryana Second floor, 2/30, Bulganins Tower, Adarsh Nagar, D Park, Delhi Road, Rohtak – 124001

Branch

32 HISSAR Haryana SCO 154, 1st floor, Red Square Market, UE-1, Near Telephone Exchange, Hisar - 125001

Branch

33 Ambala Haryana Shanti Complex, 1st floor, Building No. 4307/12-14, Jagadhari Road, Opposite Civil Hospital, Ambala Cantt – 133001

Branch

34 Panipat Haryana City Square, 1st floor, Plot No. 932/935, Opposite IB Collage, GT Road, Panipat – 132103

Branch

35 Karnal Haryana Plot No. 45-46, 1st floor, Sat Kartar Complex, 45, Wazir Chand Colony, Opp Mughal Canal Foutain Chowk, Karnal - 132001

Branch

36 Sonepat Haryana 1st floor, no.159/20, Sudha Complex, Atlas Road, Near Subhash Chowk, Sonipat - 131001

Branch

37 Yamunanagar Haryana SCO No -121, Sector 17, 1st floor, Commercial Belt, Jagadhari Road, Yamuna Nagar – 135003

Branch


25

Sr. no.


38 Sirsa Haryana 1st floor, Garg Tower, Maa Laxmi, Near Deep Hotel/ICICI Bank Building, Dabwali Road, Sirsa – 125055

Branch

39 Bangalore-Yeshwantpur

Karnataka 1st floor, No.165 & 166, Manjunatha Chambers, Shankar Nagar, Main Road, Mahalakshmipuram, Bangalore – 560096

Branch

40 Bangalore-Whitefield Karnataka 1st floor, No.181, Sundari Armadale, Whitefield Main Road, Whitefield, Bangalore - 560 066

Branch

41 Bangalore-JPNagar Karnataka Shop No. 1316/C, 2nd floor, 9th Cross, 9th Main, Opp To Tirumalagiri Venkateshwara Temple, J P Nagar, 2nd Phase Above Central Bank, Bangalore - 560078

Branch

42 Mysore Karnataka Ground Floor, Sri Raghavendra Mansion, No. 2767/B, New No. 83/B, Kantharaj Urs Road, 1 Main, Saraswathipuram, Mysore – 570009

Branch

43 Mangalore Karnataka 1st floor, G14, 4-1-218/23(1), Aditya Commercial Complex, Near KSRTC Bus Stand, Bejai, Mangalore -575004

Branch

44 HUBBALLI Karnataka 2nd floor, R.D Baddi Mansion, Above Kotak Bank, Dharwad Hubli 123, D Club Road, Hubballi – 580029

Branch

45 Belgaum Karnataka CTS No. 3414, 1st floor, Anant Plaza , Samdevi Galli, Khade Baazar,

Branch


26

Sr. no.


Near Bogarves Circle, Belgaum - 590002

46 Gulbarga Karnataka 1st floor, Dr. Savitha Commercial Complex, Above Idea Showroom, 2/907/23/2, Opp to Basaveshwara Hospital, Sedam Road, Gulbarga – 585105

Branch

47 Thiruvananthapuram (Trivandrum)

Kerala 1st Floor, Shop No. 2/30, T.C. VII/673/1-4(2), M G Corporate Centre, Medical College PO, Ulloor, Trivandrum - 695011

Branch

48 Kochi Kerala Shop No. 34/514, 1st floor, Chollampattu Building, Edappally Toll Junction, Kochi – 682024

Branch

49 Kozhikode (Calicut) Kerala 1st floor, 3/128, Simax Tower, Vandi Petta Junction, West Nadakkavu, Calicut – 673011 (Kerla)

Branch

50 Kollam Kerala Ground floor, Shop No. V/1165-351C, SM Towers, Madannada JN, Vadakkevila PO, Pallimukku, Kollam – 691010

Branch

51 Thrissur Kerala 1st floor, Prasad Arcade, Building No. 28 / 127 / 5, Patturakkal Junction, Shornur Road, Thrissur - 680022

Branch

52 Palakkad Kerala 1st Floor, Sundar Tower, 24/868(3), Opp. Nissan Pinnacle , Kunnathurmedu Post, Palakkadu 678013

Branch

53 Kottayam Kerala W Mall Building, 2nd floor, Wexco Homes, Kanjikuzhi, Kottayam – 686004

Branch


27

Sr. no.


54 Indore Main - MG road Madhya Pradesh

Office No. 105/101, Plot No. 582, 1st floor, Aru Plaza, M G Road, Indore - 452001

Branch

55 Indore - Navlakha Madhya Pradesh

Office No -106,1st floor, Pukhraj Corporate, Navlakha Indore – 452001

Branch

56 Bhopal Madhya Pradesh

2nd Floor, Z-18 , M.P. Nagar , Zone -1, Near At Miracles Hospital, Bhopal (M.P.) Pin Code- 462011

Branch

57 Gwalior Madhya Pradesh

1st floor, The Empire, Office no.-F-05, 33-City Centre, Ward no. 30, Near Income Tax Building, Opposite Madhav Rao Scindia Park, Gwalior (Mp) 474011

Branch

58 Jabalpur Madhya Pradesh

1st floor, Plot no. 46, Ahuja Tower, NapierTown, Bhawartal Swami Dayanand Sarswati Ward, Jabalpur-482001

Branch

59 Hoshangabad Madhya Pradesh

1st floor, Hari Chhaya, Vivekanand Ghat, Kothi Bazar Road, Nazul Sheet No 51, Plot No. 1/2/17 And 1/2/18, Hoshangabad – 461001

Micro Branch

60 Mira Road Maharashtra 1st Floor, Shop No.129, 130, 131, 132, Poonam Shrushti, C, D, E, F Cooperative Housing Society, Latif Park, Opp. S.K Store, Mira Bhayandar Road, Mira Road (East), Thane- 401107.

Micro Branch

61 Vasai Maharashtra 2nd floor, 203, Plot No 2, KT Empire, Above State Bank Of India,

Branch


28

Sr. no.


Navghar, Vasai (W) – 401202

62 Mumbai – Borivali Maharashtra 1st floor, Office No. 102, 765 Flyedge, Near Datta Pada Brigde, SV Road, Borivali (W) - 400092

Branch

63 Thane Maharashtra Premises No. 201, 2nd floor, West View, Opp. ICICI Bank, Veer Savarkar Road, Thane-400602

Branch

64 Dombivali Maharashtra Office no. 105 to 107, 1st floor, Plot no. 29, Ayre, AAI CHS Ltd., Kelkar Road , Ramnagar , Dombivali (E) - 421201

Branch

65 Vashi Maharashtra 1st floor, A-101, BSEL Tech Park, Plot No. 39/5 & 39/5A, Opposite Vashi Station, Sector 30A, Vashi, Navi Mumbai-400703

Branch

66 Boisar Maharashtra 1st floor, Office no. PO2/147, Harmony Plaza, Opp. SBI, Boisar, Dist- Palghar - 401501

Sales Office

67 Panvel Maharashtra 2nd Floor, Office 204, Junction 406, Plot no.406/1B, Takka Road, Panvel West 410206

Sales Office

68 Badlapur Maharashtra Vikash Galaxy, 1st floor, Shop No. 103 & 104, Sanewadi, Railway Station Road, Badlapur(W), Maharashtra 421503

Sales Office

69 Ghaziabad (Kaushambi)

Uttar Pradesh 1st floor, Vishwakarma Complex, Plot No 17/18, Behind Yashoda Hospital, Koushombi, Ghaziabad- 201010

Branch

70 Faridabad Haryana 1st floor, SCO no. 89, Sector-16, Shopping Center Of Urban Estate, Faridabad -121002

Micro Branch


29

Sr. no.


71 Gurgaon 1 - Sec 29 Haryana 2nd floor, SCO-319, Sec -29, Gurgaon, Haryana -122001

Branch

72 Noida Uttar Pradesh Plot no.7, 2nd floor, Block- N, Sec-18, Noida, UP - 201301

Micro Branch

73 Central Delhi - Karol Bagh

Delhi 1st floor, XVI / 10200, 13/30 Beadon Pura, Padam Singh Road, Karol Bagh, Delhi-110005.

Branch

74 East Delhi – Laxmi Nagar

Delhi Premises no. 14, 1st floor, Shankar Vihar, Vikas Marg, Delhi- 110092

Branch

75 West Delhi – Janakpuri Delhi Ground floor, B-1/4, Community Centre, Janakpuri, New Delhi – 110058

Branch

76 North Delhi – Pitampura

Delhi 3rd floor, 302-303, Pearl Bert Hights-L, Netaji Subhash Place, Wazirpur, Pitampura, Delhi - 110034

Branch

77 Nagpur Maharashtra 1st floor, Gokul Roshan, Plot No 25 & 26, Zenda Chowk, Dharampeth, Nagpur -440001

Branch

78 Nashik Maharashtra 1st floor, Indira Heights, Near Pramod Mahajan Garden, Opposite to Dongri Vasti Gruh, Old Gangapur Naka, Nashik 422005

Branch

79 Aurangabad Maharashtra 1st floor, Office No. 101, Plot No -159, Manohar Space Landmarks, Samath Nagar, Aurangabad - 431001

Branch

80 Amravati Maharashtra Shop No. 301, 302, 303, 3rd floor, Next Level Mall, In front of Hotel Grand Mehfill, Camp Road, Amravati – 444601

Branch


30

Sr. no.


81 Jalgaon Maharashtra City Survey No.1976B/1+2 India Garage, South Western Corner, 1st floor of India Plaza Complex, Jilha Peth Swatantraya Chowk, Jalgaon -425001

Branch

82 Ahmednagar Maharashtra 2nd floor, Office no. 203, Sai Midas, Opposite Patiyala House, Nagar, Manmad Poad, Savedi, Ahmednagar- 414003

Branch

83 Akola Maharashtra 2nd floor, No. 201-202, Icon Complex, Infront of Icon Hospital, Kediya Plot, Akola – 444001

Branch

84 Chandigarh Chandigarh 2nd floor, SCO 337-38, Sector 35-B, Chandigarh – 160022

Branch

85 Panchkula Haryana 1st floor, SCO No. 397, Sector-20, Urban Estate, Panchkula, Haryana -134116

Branch

86 Ludhiana Punjab 1st floor, SCO-146-147, Feroze Gandhi Market, Ludhiana -141001

Branch

87 Amritsar Punjab 2nd floor, Sf-3&4, Opposite Vodafone Office, Central Mall 32, Mall Road, Amritsar (Punjab) – 143001

Branch

88 Patiala Punjab 1st Floor, JTS Estate, Showroom No. 3, Bhupindra Road, Patiala - 147001

Branch

89 Bhatinda Punjab 1st floor, Shop No. 132, above SBI, GT Road, Bhatinda – 151001

Branch

90 Jalandhar Punjab 1st floor, 3-A, City Center Building, Massand Chowk, Model Town, Jalandhar-144003

Branch


31

Sr. no.


91 Hoshiarpur Punjab Premises No. S.F.-4, 2nd floor, "J's Eminent Mall" Complex, Sutehri Road, Hoshiarpur (Punjab)-146001

Branch

92 SriGanganagar Rajasthan 1st Floor, Shop No. 91-92, New Cloth Market, Sri Ganganagar, Rajasthan 335001

Branch

93 Jaipur Rajasthan Ground floor, S-32, JDA Market, Gopalpura, Mansarover Link Road, Near Ridhi Sidhi Sweets, Jaipur -302018

Branch

94 Jaipur - Main Rajasthan 1st floor, Shop No.- 46 To 49, Lakshmi Complex, M. I. Road, Subhash Marg, C - Scheme, Jaipur-302001

Branch

95 Jodhpur Rajasthan 1st floor, Hope Tower, Office No.-683 B, Sardarpura 9Th C-D Road, Jodhpur - 342003

Branch

96 Kota Rajasthan Plot No.1, 1st floor, Sahyog Bhawan, Aerodrome Circle, Kota - 324007

Branch

97 Ajmer Rajasthan 2nd floor, Rajvansh Nissan building, Opp. Patel Stadium, Near Bajrang Petrol Pump, Jaipur Road, Ajmer – 305001

Branch

98 Udaipur Rajasthan Ground floor, Plot No. 10, Durga Nursery Road, Udaipur- 313001

Branch

99 Bhilwara Rajasthan 1st floor, A-Block, Shop No. 8, S.K. Plaza, Above Airtel, Pur Road, Bhilwara-311001

Branch

100 Bikaner Rajasthan 1st floor, G. K Tower, Plot No.14, Sardul Colony, Ambedkar Circle, Bikaner- 334001

Branch


32

Sr. no.


101 Alwar Rajasthan 1st floor, Soni Tower, Road No. 2, Near Meo Boarding, Alwar – 301001

Branch

102 Pali Rajasthan 1st floor, 294, Mehar Plaza, Plot No. 1,2,15 & 16, Veer Durgadas Nagar, Pali, Rajasthan 306401

Micro Branch

103 Goa Goa 1st floor, D-A/1-1, Cedmar Apartment, Block D, M.G Road, Panaji, Goa- 403001

Sales Office

104 Pune-Main Maharashtra 1187/22 Venkatesh Meher, 2nd floor, Ghole Road, Shivaji Nagar, Pune – 411005

Branch

105 Pune - Wakad Maharashtra Office No. 101, 1st floor, Fortune Business Centre, Near Ambience Hotel, Kaspate Wasti, Wakad Pune - 411057

Branch

106 Solapur Maharashtra 2nd floor, Kanale Plaza, 82 Railway Lines, Solapur- 413001

Branch

107 Kolhapur Maharashtra Ground Floor, Vasant Plaza, Bagal Chowk, Rajaram Road, Rajarampuri, Kolhapur – 416008

Branch

108 Sangli Maharashtra 2nd floor, Office No 201, C. S. No. 13604/80, Siddhivinayak House, Near Hotel Ambesador, Sangli Miraj Road, Sangli – 416416

Branch

109 Satara Maharashtra 1st floor, Office No. 23, 24, 25, Satara City Business Center, S No 283/1, A, Final Plot No.-29, Sub Plot No.-1, Radika Road, Karanje Tarf Satara- 415002

Branch

110 Ratnagiri Maharashtra 2nd floor, Office No 202, Kohinoor Paradise,

Branch


33

Sr. no.


Survey No 284, Shivaji Nagar, Ratnagiri 415612

111 Puducherry Puducherry Unit 1, Mezzanine floor, GKM Arcade, 81, Ward - H, Block - 4, 100 Feet Road, Near Indira Gandhi Square, Pudupalayam Revenue village, Pondicherry-605005

Branch

112 Chennai - T Nagar Tamil Nadu 3rd floor, M.T.Rajen's Square, Door No.40, Bazullah Road, T. Nagar, Chennai - 600017

Branch

113 Chennai – Annanagar Tamil Nadu 2nd floor, AB-106, Old No :134, 4th Avenue, Shanthi Colony, Annanagar, Chennai-600040

Branch

114 Coimbatore Tamil Nadu Shop No. 102, 103 and 115, 1st floor, Door No. 483, Asoka Plaza, Dr. Nanjappa Road, Coimbatore - 641018

Branch

115 Madurai Tamil Nadu 2nd floor, No 38/1, Sri Lakhsmi Nivas, Krishna Rao Tank Street, Madurai, Tamilnadu -625001

Branch

116 Trichy Tamil Nadu 2nd floor, No: 75 D, Laxmi Vaults, Plot - A-8, Salai Road, Thillai Nagar, Tiruchirappalli - 620018

Branch

117 Salem Tamil Nadu 356/1, Empire Arcade,Ground floor, Omalur Main, Alagapuram,Opp New Bus Stand, Salem,Tamil Nadu -636004

Branch

118 Chennai-Tambaram Tamil Nadu 2nd Floor, Door No. 20, Kakkan Street, West Tambaram, Chennai - 600045

Sales Office


34

Sr. no.


119 Tirunelveli Tamil Nadu Lion Arcade, 1A, 1st floor, Madurai Road, West Street, Sindupoondarai, Tirunelveli-627001

Branch

120 Tiruppur Tamil Nadu 1st floor, Door No. 66, G.G Towers, Kumaran Road, Opposite Town Hall, Tirupur - 641601

Branch

121 Vellore Tamil Nadu 1st floor, Plot No. 8/3, Municiple Colony Sathya Mansion, Kazhinjur Village, Kangayanallur Road, Gandhinagar Katoadi, Vellore-632006

Branch

122 Agra Uttar Pradesh Office No-8, 2nd floor, Sumriddhi Business Suites, 38/4-A, Sanjay Place Agra – 282002

Branch

123 Lucknow Uttar Pradesh Ground floor, Eldeco House / Eldeco Shopee, Hall – 1, Vibhuti Khand, Gomti Nagar, Lucknow – 226010

Branch

124 Meerut Uttar Pradesh 307/1, 1st floor, Bishnoi Tower, Mangal Pandey Nagar, Opposite Apex Tower, Meerut - 240002

Branch

125 Allahabad-Prayagraj Uttar Pradesh 200/45/4, 1st floor, Indira Arcade, Mahatma Gandhi Marg, Civil Lines, Allahabad – 211001

Branch

126 Dehradun Uttarakhand Showroom no. 301, 3rd floor, Shri Ram Arcade, Old Municipal No. 74, Rajpur Road, Dehradun Pin: 248009

Branch

127 Latur Maharashtra 2nd floor, Sonvane Complex, Beside Kamdar Petrol Pump, Mini Market, Main Road, Latur – 413512

Branch


35

Sr. no.


128 Sikar Rajasthan 4th floor, Bhaskar Heights Building, Front Facing, Office No. 1, Near Kalyan Hospital, Silver Jubilee Road, Sikar - 332001

Micro Branch

129 Siliguri West Bengal 2nd floor, Merchant Square, Saraswati Rice Mill Compound, Opp Payel Cinema Hall, Sevoke Road, 2nd Mile, Siliguri- 734001

Branch

130 Kanpur Uttar Pradesh Ground floor, 104/438, P. Road, Sisamau, Rambagh Chauraha, Kanpur- 208012

Branch

131 Bareilly Uttar Pradesh Shop No 9, Ground floor, GKS Palace, Ayub Khan- Choupla Road 63-64, Civil Lines, Bareilly- 243001

Branch

132 Andheri JB Nagar Maharashtra ICICI Home Finance Co. Ltd., HFC Tower, Andheri Kurla Road, J.B.Nagar, Andheri(E), Mumbai-400059

Branch & Corporate office

133 Ferozpur Punjab 2nd floor, Kakar Tower, Mall Road, Ferozpur-152002

Micro Branch

134 Pathankot Punjab 2nd floor, R.K. complex, Dalhousie road, Pathankot - 145001

Micro Branch

135 Junagadh Gujarat 4th Floor, Krishan Capital, Near Bank of Baroda, Zanzarda Road, Junagadh, Gujarat- 362001

Sales Office

136 Davangere Karnataka Door No. 718, 2nd main, 8th Cross, Near BEA High School, Nijalingappa layout, near "More" Shop, Davanagere - 577004

Sales Office


36

Sr. no.


137 Chittorgarh Rajasthan Office No. 43 and 44, Hare Krishna Avenue, Near ambe market, opp. BOB bank, Chittorgarh - 312001

Sales Office

138 Nagaur Rajasthan 3rd Floor, Kamal Tower, Opp. Old court Hospital, Nagaur, Rajasthan - 341001

Sales Office

139 Shimoga Karnataka 1st floor, office no. 361/2-361/2-1232, Jayachandra Building, PB Gowda compound, 4th cross park extension, Durgigudi, Shimoga - 577201

Sales Office

140 Hasan Karnataka 1st Floor, KH No. 1863/1, Shree Lakshmi Venkateshwara Nilaya, 60 feet road, Satyamanagala, Hassan, Karnataka -573201

Sales Office

141 Sagar Madhya Pradesh

Yadav Complex, shop no. 82/A, Besides Axisbank,10 civil lines, Sagar, M.P, 470001

Sales Office

142 Guna Madhya Pradesh

1st floor, office no.1, Triyam height, Opp. Axis bank, A.B. Road, Guna - 473001

Sales Office

143 Ratlam Madhya Pradesh

2nd Floor, Shop no. 3, 142, Satyam Palace, New road, opp balaji hotel, do batti, Ratalm - 457001

Sales Office

144 Surendranagar Gujarat 3rd Floor, Office no - 323, City Center (Labh-II) Opp. M.P. Shah Arts and science college, Surendranagar - 363001.

Sales Office

145 Bharuch Gujarat 1st Floor, Unit no. 317, Orion Arcade complex, near Inox multiplex,

Sales Office


37

Sr. no.


Zhadeshwar, Bharuch - 392001

146 Chandrapur Maharashtra C/O ICICI Lombard General Ins. Co. Ltd., Mahavidarbha Complex, Industrial estate Mul road , Chandrapur, Maharashtra - 442401

Sales Office

147 Nanded Maharashtra C/O ICICI Prudential Life Insurance Co Ltd., Balaji Tower, Opp. ICICI Bank, VIP Road, Nanded, Maharashtra -431602

Sales Office

148 Jhansi Uttar Pradesh 2nd floor, No.1984/4, plot No. 59, Green Park Colony, Near 48 Chamber, Elite Chauraha, Civil Lines Jhansi-284003

Sales Office

149 Banglore - Sahakar Nagar

Karnataka #849/1, ‘A’ Block, 3rd floor, Belagal Complex, 17th Cross, 20th Main road, Sahakar Nagar, Bengaluru, Karnataka -560092

Sales Office

150 Khammam Telangana 2nd floor, Plot No.141, VDO Colony, Gattaiah Centre, Khammam 507001.

Sales Office

151 Banswara Rajasthan 1st Floor, Shop no. F22, opp. Sharda Colony, Nakshatra mall, Bansawara – 327001.

Sales Office

152 Morbi Gujarat 1st floor, Shop No 105-106, Vakhat Complex, Ravapar Road, Morbi - 363641

Micro Branch

153 Varanasi Uttar Pradesh D-64/127, CH, Arihant complex, Sigra, Varanasi- 221010

Micro Branch

154 Buldhana Maharashtra 1st Floor, Plot no.19, F.S. no. 87/1, Mauje, Near SBI Branch

Sales Office


38

Sr. no.


Sundar khed, Chikhali road, Buldhana-443001

(c) Brief particulars of the management of the Issuer/Corporate Structure:

Issuer is a housing finance company registered with NHB and is a wholly-owned subsidiary of ICICI Bank Limited. The Issuer is managed by an independent Board comprising nominee directors from ICICI Bank Ltd (Promoter) and certain independent directors. The Issuer is headed by the Managing Director & Chief Executive Officer (CEO) and a team of professionals with rich and diversified experience across various business functions. In addition to this, Company has executive counsel comprising of Managing Director & CEO and other vertical heads namely Chief Human Resource Officer, Chief Financial Officer, Chief Operations and Technology Officer, Chief Risk Officer, Head – Sales and Distribution and Head – Real Estate Loans. The organization structure is provided below.

Additionally, Head of Marketing reports to the MD & CEO.

(d) Project cost and means of financing, in case of funding of new projects:

Not Applicable. C. Columnar representation of the audited financial statements (i.e. Profit & Loss

statement, Balance Sheet and Cash Flow statement) both on a standalone and consolidated basis for a period of three completed years along with the Auditor’s report with requisite schedules, footnotes, summary, etc. Please refer to Annexure 5 of this Shelf Placement Memorandum.

MD

& C

EO

Head - Sales and Distribution

Chief Human Resource Officer

Chief Financial Officer

Chief Operations & Technology Officer

Chief Risk Officer

Head - Real Estate Loans

Heads the Distribution, Alliance, Developer Relations and Product functions

Responsible for the Human Capital and Infrastructure & Facilities functions

Responsible for the Treasury, Reporting, Taxation, Legal & Secretarial, Compliance, Business Intelligence and Internal Controls functions

Responsible for the Technology, Operations and Customer Service functions

Responsible for the Risk, Credit, Fraud Containment, Asset Valuation and Collections functions

Heads the Real Estate Loans and Developer Eco System


39

D. Key operational and financial parameters - (as in the three audited balance sheets immediately preceding the date of issue of this Shelf Placement Memorandum):

(₹ millions)

Parameters

Financial Year ended

March 31, 2021

(Audited)

Financial Year ended March 31,

2020 (Audited)


March 31, 2019 (Audited)

Balance Sheet

Net-worth 17,871.4 16,677.8 16,828.2

Total Debt 126,658.3 128,656.5 118,434.6

Of which – Non-Current Maturities of Long Term Borrowing

96,238.4

101,718.3

82,028.7

– Short Term Borrowing 7,616.0 4,639.0 15,188.8

– Current Maturities of Long Term Borrowing

22,803.9 22,299.2 21,217.1

Net Fixed Assets1 1,388.4 1,596.2 1,128.8

Non-current liabilities including maturities of long-term borrowings and short-term borrowings)

Financial (borrowings, trade payables, and other financial liabilities)

1,662.3

3,182.1 1,547.1

Provisions 25.5 31.6 15.5

Deferred tax liabilities (net) - - -

Other non-current liabilities 10.6

Current Liabilities

8,752.70

5,136.10 2,434.30

(including maturities of long-term borrowings)

Financial (borrowings, trade payables, and other financial liabilities)

Provisions 131.3 18.1 25.9

Current tax liabilities (net) 0 10.6 0

Other current liabilities

Current Assets 17,328.90 25,723.90 26,721.80

Total Assets

155101.5

153,702.20

139,283.80


40

Parameters


March 31, 2021

(Audited)


2020 (Audited)



Non Current Assets (Including non-current investments)

136,384.2 126,382.1 111,435.00

Equity (equity and other equity) 17,871.4 16,677.8 16,828.2

Total equity and liabilities

1,55,101.5

1,53,702.2 1,39,283.8

Profit and Loss

Total Revenue from Operations 16,064.8 16,648.5 11,543.5

Other Income 70.6 50.4 58

Total Expenses 15,809 16,440 10,970.6

Total Comprehensive Income (Profit/ Loss)

1,173 (136.90) (276.10)

Other Comprehensive Income 956.30 ( 139.70) (717.00)

Profit After Tax 216.70 2.80 440.90

an

Continuing Operations

(a) Basic EPS : 0.20

(b) Diluted EPS : 0.20

(a) Basic EPS : 0.00 (b) Diluted EPS : 0.00

(a) Basic EPS : 0.40 (b) Diluted EPS : 0.40

Discontinued Operations

Total Continuing and discontinued operations

Cashflow

Net cash generated from operating activities

6,855.2 (4,225.4) (38,303.8)

Net cash used in/ generating from investing activities

2,041.4 (4,775.5) (67.70)

Net cash used in financing activities (1,681.20) 9,123.50 38,409.10

Cash and cash equivalents 7,436.4 221.0 98.4

Balance as per statement of cash flows

7,215.40 122.60 37.60

Additional Information

Net Worth 17,871.40 16,677.80 16,828.20

Cash and Cash Equivalents 7,436.4 221.0 98.4

Current Investments 1,484.5 3,560.4 9.8


41

Parameters


March 31, 2021

(Audited)


2020 (Audited)



Current Assets 7,950.0 21,942.5 26,613.6

Current Liabilities 8,884.0 5,154.2 2,460.2

Assets under Management 16,973.2 16,435.0 13,333.0

Off Balance Sheet Assets Nil Nil Nil

Total Debts to Total Assets 0.82 0.84 0.85

Debt Service Coverage Ratios

Other Liabilities 1,687.8 3,213.7 1,562.6

Interest Income2 14,944.6 15,652.3 11,322.2

Interest Expense 10,551.9 11,691.2 8,026.7

Interest Service Coverage Ratio 1.03 1.02 1.06

Provisioning & Write-offs 2,694.6 1,934.2 1,061.1

Bad debts to Account receivable ratio

PAT (Total comprehensive income) 1,173.0 (136.9) (276.1)

Gross NPA (%) 6.6% 5.8% 5.4%

Net NPA (%) 5.2% 3.3% 3.3%

Tier I Capital Adequacy Ratio (%)3 15.9% 13.7% 17.2%

Tier II Capital Adequacy Ratio (%)3 5.0% 1.1% 0.8%

1. Includes capital work-in-progress and intangibles. 2. Includes dividend income and capital gain on sale of mutual fund investments. 3. Capital adequacy ratio are computed in accordance with guidelines issued by RBI/NHB. Note: Amounts have been re-grouped/re-classified wherever necessary to correspond with

current year's classification/disclosures. E. Gross Debt: Equity Ratio of the Issuer:

Before the issue of debt securities (As on June 30 , 2021)

7.09

After the issue of debt securities

Will be updated and disclosed in the Supplemental Placement Memorandum at the time of each issuance

F. Details of any other contingent liabilities of the Issuer based on the last audited

financial statements including amount and nature of liability.


42

Nature of liability Amount (Rs in million) Litigation 12.8 Loan commitments 6,372.7 Capital commitments 42.4 Tax contingencies 416.3 Total 6844.20

G. A brief history of the Issuer since its incorporation giving details of its following

activities:-

(i) Details of share capital as on last quarter end; i.e. June 30, 2021.

Share Capital Amount (` in billion)

Authorized Share Capital: 24.00

2385000000 Equity shares of Rs.10/- each 23.85

15000000 Preference Shares of Rs.10/- each 0.15

Issued, subscribed and paid-up share capital 10.99

(ii) Changes in Capital Structure as at last quarter end i.e. June 30, 2021 and for

last three years:

Date of Change (AGM/EGM) Rupees Particulars

None

(iii) Equity share capital history of the Issuer for the last three years:

Date of

Allotment

No. of Equity Shares

Face Value (Rs)

Issue Price (Rs)

Consideration (Cash, other than cash etc)

Nature of Allotment

Cumulative Remarks

No of Equity Shares

Equity Share

Capital

Equity Share Premi

um (in Rs)

June 19,1999

700 10 10 Cash Subscription to Memorandum of Association

700 7000 NA NA

November 22, 1999

19,999,300 10 10 Bank Transfer

Preferential Allotment

2,00,00,000 200,000,000 NA NA

September 29, 2000



95,000,000 950,000,000 NA NA

October 4, 2001



115,000,000 115,00,00,000 NA NA

December



140,000,000 140,00,00,000 NA NA


43

Date of

Allotment

No. of Equity Shares

Face Value (Rs)

Issue Price (Rs)

Consideration (Cash, other than cash etc)

Nature of Allotment

Cumulative Remarks

No of Equity Shares

Equity Share

Capital

Equity Share Premi

um (in Rs)

28, 2004

August 20, 2005

500 10 10 Bank Transfer


140,000,500 140,00,05,000 NA NA

August 20, 2005



183,75,0000 183,75,00,000 NA NA

March 31, 2006

100,000,000

10 10 Bank Transfer


283,75,0000 283,75,00,000 NA NA

December 12, 2007

500,000,000 10 10

Bank Transfer


783750000 783,75,00,000 NA NA

June 10, 2008

250,000,000

10 10 Bank Transfer


1,033,750,000

1033,75,00,000

NA NA

December 29, 2008



1,083,750,000

1083,75,00,000

NA NA

March 14, 2009


Conversion of Preference shares in to Equity shares

1,098,750,000

1098,75,00,000

NA NA

Total 1,098,750,

000

Note: Shares pledged or encumbered by the promoters – None

(iv) Details of any acquisition or amalgamation in the last 1 year: Not Applicable

(v) Details of any reorganisation or reconstruction in the last 1 year: Not Applicable

Type of Event Date of

Announcement Date of Completion Details

None


44

(vi) Details of the shareholding of the Issuer as at the latest quarter end, i.e. June 30, 2021:

Particulars Total No of Equity Shares

No of shares in demat form

Total shareholding as % of total no of equity shares

Promoter 1,098,748,900 1,098,748,900 99.999

Bodies Corporate1 1,100 900 0.0001

Total 1,098,750,000 1,098,749,800 100.00

1Beneficial interest on the above shares are held by the Promoter, ICICI Bank Limited Note: The promoters have not pledged/encumbered any shares held by them.

(vii) List of top 10 holders of equity shares of the Issuer as on the latest quarter end

i.e. June 30, 2021

Sr No

Name of the shareholder

Total No of equity shares

No of shares in demat form

Total Shareholding as % of total no of equity shares

1 ICICI Bank Limited 1,098,748,900 1,098,748,900 99.9999

2 ICICI Securities Limited1

600 600 0.0001

3 ICICI Lombard General Insurance Company Limited1

100 - 0.00

4 ICICI Investment Management Company Limited1

100 100 0.00

5 ICICI Trusteeship Services Limited1

100 100 0.00

6 ICICI Venture Funds Management Company Limited1

100 100 0.00

7 ICICI Securities Primary Dealership Limited1

100 - 0.00

Total 1,098,750,000 1,098,749,800 100.00

1 Beneficial interest on the above shares are held by ICICI Bank Limited H. Following details regarding the directors of the Issuer: -

(i) Details of current directors of the Issuer:


45

Name, Designation, DIN and Occupation*

Age Address Date of Appointment

Details of other directorship

Whether willful defaulter

Anup Bagchi

Non-Executive Chairman

DIN- 00105962

51 A-801, 8th floor, El Dorado Heights, Kashinath Dhuru Road, Prabhadevi, Mumbai 400025 Maharashtra.

February 23, 2017 - Comm Trade Services Ltd.

ICICI Bank Ltd. ICICI Prudential Life

Insurance CompanLimited

ICICI Securities Limited

ICICI Prudential Asset Management Company Limited

No

Anirudh Kamani

Managing Director & CEO DIN- 07678378

52 Flat No. C-1501 Oberoi Exquisite, Oberoi Garden City Goregaon East, Mumbai 400063

November 01, 2017 None, as on the date of this Shelf

Placement Memorandum.

No

Supritha Shetty, Director DIN -02101473

55 2001/2101, Rustomjee's Ozone, Tower 4, Laxmi Singh Complex, S. V. Road, Goregaon (W), Mumbai- 400062

August 22, 2019 ICICI Trusteeship Services Limited

No

Sanjay Singhvi, Additional Director DIN- 09317585

52 A- 3702, Oberoi Exquisite, Behind Oberoi Mall Off, Western Express Highway, Goregaon, Mumbai-400063

September 13, 2021 Nil No


46





Vinod Kumar Dhall

Independent Director DIN - 02591373

77 Dewan Manohar House, B-88, Sector 51, Noida (U.P.) – 201301 India

January 18, 2019 ICICI Securities Limited

Schneider Electric Infrastructure Limited

Advani Hotels And Resorts (India) Limited

No

CA S. Santhanakrishnan Independent Director DIN - 00032049

70 Old No. 33C, New No. 24, Unnamalai Ammal Street, T. Nagar, Chennai-600017 Tamilnadu

October 16, 2014 Sands Chembur Properties Private Limited

Tata Reality and Infrastructure Limited

Tata Housing Development Company Limited

The Eight O’ Clock Coffee Company

Consolidated Coffee INC

Sands BKC Properties Private Limited

PKF Sridhar & Santhanam LLP

Sridhar & Santhanam LLP

Three D Business Management LLP

Tata Coffee Vietnam Company Limited

Tata Consumer Products Limited

No

G. Gopalakrishna Independent Director DIN - 06407040

65 B-301-302, Lady Ratan Tower, Danik Shivner Marg, Gandhinagar,

January 18, 2019 West End Housing Finance Limited

SIDBI Risk and

Compliance

No


47





Worli, Mumbai 400018

Professionals Association

Axis Mutual Fund Trustee Limited

West End Fund Managers LLP

Indiabulls Integrated Services Limited

Invent Assets Securitisation and Reconstruction Private Limited

Krazybee Services Private Limited

ICICI Prudential Pension Funds Management Company Limited

*None of the Directors of the Issuer appear as defaulter in the RBI defaulter list and/or ECGC default list.

(ii) Details of change in directors since last three years:

Name, Designation and DIN

Date of Appointment / Resignation

Director of the Issuer since (in case of resignation)

Remarks

Anita Pai

Director

DIN- 07651059

August 22, 2019 November 09, 2016 Ceased to be a Director

Anup Kumar Saha Director

DIN- 07640220

July 07, 2017 October 19, 2016 Ceased to be a Director

N. R. Narayanan Director

DIN- 07877022

September 1, 2021 July 13, 2017 Ceased to be a Director

Rohit Salhotra Managing Director & CEO

October 31, 2017 May 02, 2012 Ceased to be Managing Director & CEO


48

Name, Designation and DIN

Date of Appointment / Resignation

Director of the Issuer since (in case of resignation)

Remarks

DIN- 03580929

Anirudh Kamani Managing Director & CEO DIN- 07678378

November 01, 2017 - Appointed as Managing Director & CEO

Supritha Shetty, Director DIN -02101473

August 22, 2019 - Appointed as Additional Director

Sanjay Singhvi, Additional Director DIN- 09317585

September 13, 2021 - Appointed as Additional Director

Dileep Choksi, Independent Director DIN - 00016322

April 1, 2019 September 25, 2009 Retired as Independent Director

S. Santhanakrishnan, Independent Director DIN - 00005069

April 1, 2019 July 24, 2008 Retired as Independent Director

Vinod Kumar Dhall Independent Director DIN - 02591373

January 18, 2019 - Appointed as Independent Director

G. Gopalakrishna Independent Director DIN - 06407040

January 18, 2019 - Appointed as Independent Director

I. Following details regarding the auditors of the Issuer:

(i) Details of the auditor of the Issuer:

Name Address Auditor since

1. M/s Singhi & Co.

2. Mukund M. Chitale & Co.

B2 402B, Marathon Innova, 4th Floor, Off Ganpatrao Kadam Marg, Opp. Peninsula Corporate Park, Lower Parel, Mumbai 400013 2nd Floor Kapur House Paranjape B Scheme, Road No-1, Vile Parle-East Mumbai 400057

July 30, 2021 July 30, 2021

(ii) Details of changes in auditor since last three years:

Name Address Date of

Appointment/ Resignation

Auditor of the Issuer since (in case of

Remarks


49

resignation)

Singhi & Co.

B2, 402B, Marathon Innova, 4th Floor, Off Ganpatrao Kadam Marg, Opp. Peninsula Corporate Park, Lower Parel, Mumbai 400013

July 30, 2021 - Appointed as Joint Statutory Auditors of the Company

Mukund M. Chitale & Co.

2nd Floor Kapur House Paranjape B Scheme Road No-1, Vile Parle-East Mumbai 400057

July 30, 2021 - Appointed as Joint Statutory Auditors of the Company

B S R & Co. LLP Chartered Accountants

5th Floor, Lodha Excelus, Apollo Mills Compound, N M Joshi Marg, Mahalaxmi, Mumbai – 400011

May 26, 2017 July 30, 2021 Retired as statutory auditors as per the requirement of the Reserve Bank of India (RBI) recently on April 27, 2021 issued guidelines for Appointment of Statutory Central Auditors (SCAs)/ Statutory Auditors (SAs) for Banks and NBFCs (including HFCs)

J. Details of the following liabilities of the Issuer, as at the end of the last quarter i.e.

June 30, 2021.

(i) Details of Outstanding Secured Loan Facilities: ` in million

Lender's Name Type of Facility

Amount Sanctioned

Principal Amount Outstanding

Repayment Date / Schedule

Security

Axis Bank Term Loan 4,000.0 800.0 Staggered till 2024

Secured by way of first ranking pari passu floating charge over the eligible receivables to the extent of security cover


50


Amount Sanctioned



Security

of one time of the obligation

Axis Bank Term Loan 4,000.0 2,750.0 Staggered till 2025

-do-

Bank of Baroda2&3 External Commercial Borrowing

10,898.4

9,087.9 Bullet 2023 -do-

Bank of India2&3 External Commercial Borrowing

1,810.5 Bullet 2023 -do-

Bank of India Term Loan 10,000.0 996.6 Staggered till 2024

-do-

Canara Bank2 External Commercial Borrowing

3,521.0 3,521.0 Bullet 2023 -do-

Federal Bank Term loan 2,750.0 679.2 Staggered till 2023

-do-

Federal Bank Term Loan 2,000.0 1,791.7 Staggered till 2024

-do-

HDFC Bank Term loan 3,000.0 441.2 Staggered till 2022

-do-


-do-


-do-

HDFC Bank Term Loan 1,950.0 682.5 Staggered till 2023

-do-


-do-


-do-

ICICI Bank Term Loan 5,000.0 2,400.0 Staggered till 2023

-do-


51


Amount Sanctioned



Security

National Housing Bank Refinance 1,000.0 12.0 Staggered till 2021

Secured by way of negative lien on identified receivables


-do-

National Housing Bank Refinance 10,000.0 1,071.1 Staggered till 2025

-do-


-do-


-do-


-do-


Secured by way of first exclusive charge over the identified receivables


-do-


-do-


-do-


-do-


-do-

Punjab and Sind Bank Term Loan 5,000.0 250.0 Staggered till 2026

Secured by way of first ranking pari passu floating charge over


52


Amount Sanctioned



Security

the eligible receivables to the extent of security cover of one time of the obligation

Punjab National Bank2&4

External Commercial Borrowing

5,247.2 5,247.2 Bullet 2023 -do-

Union Bank of India Term Loan 5,000.0 1,000.0 Staggered till 2023

-do-

UCO Bank Term Loan 3,000.0 487.5 Staggered till 2026

-do-

Sub- Total 1,67,366.5 53,266.10

Fixed Deposit1 Fixed Deposit

- 31,987.53 Staggered till 2030

NA

Total 1,67,366.5 85,253.63 As stated above

As stated above

1 includes unclaimed & unencashed fixed deposit 2 Canara Bank, Bank of Baroda and Punjab National Bank has sanctioned ECB facility of USD 50.0 mn, USD 150.0 mn and USD 75.0 mn respectively. 3. The facility of USD 150.0 million was sanctioned by Bank of Baroda in Aug 2018 under which the facility was disbursed and subsequently in Q2 and Q3-2021, a portion of USD 25.0 million was down sold to Bank of India in staggered manner. 4. The facility of USD 50.0 million and USD 25.0 million was sanctioned by PNB, Dubai and PNB, Hongkong respectively and subsequently in Q1-2022, PNB Hongkong transferred the entire facility of USD 25.0 million to PNB Dubai.

(ii) Details of Outstanding Unsecured Loan Facilities: ` in million


Amount Sanctioned



NIL

(iii) Details of Outstanding Non-Convertible Debentures:

` in million


53

Debenture Series

Tenor (months)/Period of maturity

Coupon %

Amount

Allotment date

Redemption date / Schedule

Credit Rating

Secured / Unsecured

Security

Senior Bonds

HDBDEC181 36 9.10% 1,550.0 24-12-2018

24-12-2021

AAA by ICRA and AAA by CARE

Secured Secured by way of first ranking pari pasu floating charge over the eligible receivables to the extent of security cover of one time of obligations

HDBDEC191 36 7.70% 2,750.0 05-12-2019

05-12-2022


Secured -do-

HDBDEC192 60 8.00% 1,200.0 05-12-2019

05-12-2024


Secured -do-

HDBAPR201 36 7.40% 1,000.0 28-04-2020

28-04-2023


Secured -do-

HDBAPR202 60 7.60% 1,200.0 28-04-2020

28-04-2025


Secured -do-

HDBMAY201 24 7.20% 2,750.0 19-05-2020

19-09-2022


Secured -do-

HDBMAY202 48 7.45% 2,000.0 26-05-2020

05-07-2024


Secured -do-

HDBMAY203 120 8.00% 50.0 26-05-2020

24-05-2030


Secured -do-

HDBOCT201 48 6.18% 1,000.0 19-10-2020

18-10-2024

AAA by ICRA and

Secured -do-


54

Debenture Series


Coupon %

Amount

Allotment date


Credit Rating

Secured / Unsecured

Security

AAA by CARE

HDBNOV202 60 6.18% 1,500.0 20-11-2020

20-05-2025


Secured -do-

HDBNOV204 120 7.07% 100.0 20-11-2020

20-11-2030


Secured -do-

HDBDEC192 48 8.00% 3,500.0 30-01-2020

05-12-2024


Secured -do-

HDBDEC191 24 7.70% 3,000.0 12-02-2020

05-12-2022


Secured -do-

MLDAUG191 24 Coupon linked to performance of Underlying/Reference Index

1,195.0 06-08-2019

06-08-2021

CARE PP-MLD AAA/STABLE by CARE and CRISIL PP-MLD AAAr/STABLE BY CRISIL

Secured -do-

MLDSEP191 36 -do- 270.0 06-09-2019

06-01-2022


Secured -do-

MLDSEP191 36 -do- 115.0 23-10-2019

06-01-2022

CARE PP-MLD AAA/STA

Secured -do-


55

Debenture Series


Coupon %

Amount

Allotment date


Credit Rating

Secured / Unsecured

Security

BLE by CARE and CRISIL PP-MLD AAAr/STABLE BY CRISIL

MLDAUG191 24 -do- 60.0 23-10-2019

06-08-2021


Secured -do-

MLDSEP191 36 -do- 158.0 29-11-2019

06-01-2022


Secured -do-

MLDAUG201 24 -do- 1,100.0 26-08-2020

26-08-2022


Secured -do-

Subordinated Bonds

HDSBJUN201 120 8.02% 500.0 10-06-2020

10-06-2030

AAA by ICRA and

Unsecured Not Applicable


56

Debenture Series


Coupon %

Amount

Allotment date


Credit Rating

Secured / Unsecured

Security

AAA by CARE

HDSBNOV201

120 7.50% 640.0 10-11-2020

08-11-2030


Unsecured -do-

HDSBDEC201 180 7.65% 200.0 10-12-2020

10-12-2035


Unsecured -do-

HDSBFEB211 120 7.40% 250.0 23-02-2021

21-02-2031


Unsecured -do-

HDSBFEB212 144 7.50% 177.0 23-02-2021

23-08-2033


Unsecured -do-

HDSBJUN201 120 8.02% 455.0 26-06-2020

10-06-2030


Unsecured -do-

HDSBNOV201

120 7.50% 1,070.0 10-12-2020

08-11-2030


Unsecured -do-

HDSBDEC201 168 7.65% 250.0 11-01-2021

10-12-2035


Unsecured -do-

HDSBNOV201

108 7.50% 250.0 11-01-2021

08-11-2030


Unsecured -do-

HDSBDEC201 168 7.65% 400.0 23-02-2021

10-12-2035


Unsecured -do-

HDSBJUN201 120 8.02% 500.0 10-06-2020

10-06-2030


Unsecured -do-


57

Debenture Series


Coupon %

Amount

Allotment date


Credit Rating

Secured / Unsecured

Security

Grand Total 28,690.0

(iv) List of Top 10 holders of non- convertible debentures in terms of value

(in cumulative basis)

Sr No. Name of Debenture Holders

Amount (in

million)

% of total NCS outstanding

1 HDFC BANK LTD 7,500.00 25.46%

2 ICICI LOMBARD GENERAL INSURANCE

COMPANY LTD 2,100.00 7.13%

3 TATA AIG GENERAL INSURANCE

COMPANY LIMITED 2,000.00

6.79%

AXIS BANK LIMITED

UNION BANK OF INDIA

4 NIPPON LIFE INDIA TRUSTEE LTD-A/C NIPPON INDIA FLOATING RATE FUND 1,500.00

5.09%

5 HDFC ERGO GENERAL INSURANCE

COMPANY LIMITED 1,100.00 3.73%

6 MPHASIS LIMITED 1,000.00 3.39%

7

NPS TRUST - A/C HDFC PENSION MANAGEMENT COMPANY LIMITED

SCHEME C - TIER I 940

3.19%

8

HINDUSTAN PETROLEUM CORPORATION LIMITED PROVIDENT

FUND 650

2.20%

9 SERUM INSTITUTE OF INDIA PVT LTD 500 1.69%

10 VISAKHAPATNAM STEEL PROJECT

EMPLOYEES PROVIDENT FUND TRUST 450 1.52%

(v) Details of Commercial Paper:- The total face value of commercial papers outstanding as on the latest quarter end i.e. June 30, 2021 to be provided and its break up in the following table:

Sr. No. ISIN Maturity Date Amount

Outstanding (in million)

1 INE071G14DJ8 July 15,2021 4,250.00

2 INE071G14DK6 August 03,2021 3,500.00

Total 7,750.00


58

(vi) Details of rest of the borrowing (if any including hybrid debt like FCCB,

Optionally Convertible Debentures/Preference Shares) as on June 30, 2021:-

Part Name (in case of Facility) / Instrument Name

Type of Facility / Instrument

Amount Sanctioned / Issued



Credit Rating

Secured / Unsecured

Security

None

K. Details of any outstanding borrowing taken / debt securities issued for consideration

other than cash. This information shall be disclosed whether such borrowing/ debt securities have been taken/ issued: (i) in whole or part; (ii) at premium or discount; or (iii) in pursuance of an option or not

The Issuer till date has not issued any security for consideration other than cash.

L. Disclosures on Asset Liability Management (ALM) shall be provided for the latest

audited financials:

Sr. No.

Particulars of Disclosure

Details Remarks

1. Details with regard to lending done out of the issue proceeds of earlier issuances of debt securities (whether public issue or private placement) by NBFC

Lending Policy Classification of Loans given to associate or entities related to Board, Senior management, promoters, etc. Classification of loans into several maturity profile denomination, Aggregated exposure to top 20 borrowers Details of loans, overdue and classified as Non-performing assets (NPA)

Lending Policy: Please refer to paragraph A (i) of Part B of this Shelf Placement Memorandum, which provides disclosures under the Operational Circular. Classification of Loans given to associate or entities: Please refer to paragraph A (ii) of Part B of this Shelf Placement Memorandum, which provides disclosures under the Operational Circular. Classification of loans into several maturity profile denomination: Please refer to paragraph A (iii) of Part B of this Shelf Placement Memorandum, which provides disclosures under the Operational Circular. Aggregated exposure to top 20 borrowers: Please refer to paragraph A (iv) of Part B of this Shelf Placement Memorandum, which provides


59

disclosures under the Operational Circular. Details of loans, overdue and classified as Non-performing assets (NPA): Please refer to paragraph A (v) of Part B of this Shelf Placement Memorandum, which provides disclosures under the Operational Circular.

3. Details of borrowings made by NBFC

Portfolio Summary of borrowings made by NBFC Quantum and percentage of Secured vs. Unsecured borrowings

Portfolio Summary of borrowings made by NBFC: Please refer to paragraph A (vi) of Part B of this Shelf Placement Memorandum, which provides disclosures under the Operational Circular. Quantum and percentage of Secured vs. Unsecured borrowings: Please refer to paragraph A (viii) of Part B of this Shelf Placement Memorandum, which provides disclosures under the Operational Circular.

4. Details of change in shareholding

Any change in promoters holding in NBFC during last financial year beyond the threshold prescribed by Reserve Bank of India

None

5. Disclosure of Assets under management

Segment wise break up and Type of loans

Segment wise break up: Please refer to paragraph A (iii) (f) of Part B of this Shelf Placement Memorandum, which provides disclosures under the Operational Circular. Type of Loans: Please refer to paragraph A (iii) (a) of Part B of this Shelf Placement Memorandum, which provides disclosures under the Operational Circular.

6. Details of borrowers Geographical location wise Please refer to paragraph A (iii) (e) of Part B of this Shelf Placement Memorandum, which provides disclosures under the Operational Circular.

7. Details of Gross NPA

Segment wise Segment wise break up: Please refer to paragraph A (iii) (f) of Part B of this Shelf Placement


60

Memorandum, which provides disclosures under the Operational Circular.

8. Details of Assets and Liabilities

Residual maturity profile wise into several bucket

Segment wise break up: Please refer to paragraph A (iii) (g) of Part B of this Shelf Placement Memorandum, which provides disclosures under the Operational Circular.

9. Additional details of loans made by, Housing Finance Company

The segment wise details of loans made by the Company is covered in Part B of this Shelf Placement Memorandum, which provides ALM disclosures under the Operational Circular.

10. Disclosure of latest ALM statements to stock exchange

The same is available on the website of the BSE Limited at the below link https://www.bseindia.com/stock-share-price/icici-home-finance-company-ltd/ihfcl280220/718497/corp-announements/

M. Details of all default/s and/or delay in payments of interest and principal of any kind

of term loans, debt securities and other financial indebtedness including corporate guarantee issued by the Company, in the past 3 years including the current financial year. Principal instalments in case of 2 term loans of a bank were paid with 1/2 days delay in May 2020 due to an inadvertent operational error in recording the due dates in the system

N. Any material event/ development or change having implications on the financials/credit quality (e.g. any material regulatory proceedings against the Issuer/promoters, litigations resulting in material liabilities, corporate restructuring event etc) at the time of issue which may affect the issue or the investor's decision to invest / continue to invest in the non-convertible securities

The Issuer is of the view that there are no material developments that may have significant implication on the financials/credit quality of the Issuer. For internal and external risk factors the prospective Debenture Holders may refer section on “Risk Factors” at page [•] of this Shelf Placement Memorandum

O. Any litigation or legal action pending or taken by a Government Department or a

statutory body during the last three years immediately preceding the year of the issue of this Shelf Placement Memorandum against the promoter of the Company. Please refer to Annexure I for details.

P. Details of default and non-payment of statutory due.

Not Applicable


61

Q. The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given its consent for appointment along with the copy of the consent letter from the debenture trustee.

The Issuer has appointed Axis Trustee Services Limited a SEBI approved Trust Management Company as the agent and trustees for and on behalf of the Debenture Holders. The address and contact details of the Debenture trustee are as under:

Axis Trustee Services Limited Address: The Ruby, 2nd Floor, SW, 29 Senapati Bapat Marg, Dadar west, Mumbai – 400028 Tel: + 91-22-62300451 Website: www.axistrustee.in

The Axis Trustee Services Limited has vide its letter dated September 7, 2021 and bearing reference number ATSL/CO/2021-22/3302 given its consent to the Company under regulation 4 (4) of Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 to be appointed as the Debenture Trustee to this Issue, which consent letter has been attached hereto as Annexure 4.

The Company has on or about the date hereof entered into Debenture Trustee Agreement in respect of the Debentures. Further, the Company intends to enter into separate Debenture Trust Deed(s), in relation to each Tranche/Series and the Supplemental Placement Memorandum, inter-alia, specifying the powers and obligations of the Company and Debenture Trustee in respect of each Tranche/Series of Debentures to be issued pursuant to this Shelf Placement Memorandum.

R. If the security is backed by a guarantee or letter of comfort or any other document

/ letter with similar intent, a copy of the same shall be disclosed. In case such document does not contain detailed payment structure (procedure of invocation of guarantee and receipt of payment by the investor along with timelines), the same shall be disclosed in the offer document. Not Applicable.

S. Disclosure of Cash flow with date of interest/dividend/ redemption payment as per

day count convention.

Please refer to Supplemental Placement Memorandum issued in relation to each Tranche/ Series of NCDs.

T. Disclosures pursuant to the NCS Regulations in respect of willful default is as under:

Name of the bank declaring the entity as a willful defaulter - None The year in which the entity is declared as a willful defaulter - Not Applicable Outstanding amount when the entity is declared as a willful defaulter - Not Applicable Name of the entity declared as a willful defaulter - Not Applicable Steps taken, if any, for the removal from the list of willful defaulters - Not Applicable Other disclosures, as deemed fit by the Issuer in order to enable investors to take informed

decisions - None Any other disclosure as specified by SEBI– None


62

U. Details of the Promoters of the Company

The Company is wholly owned subsidiary of ICICI Bank Limited. ICICI Bank is one of the majorprivate sector bank in India and offers a wide range of banking products and financial services tocorporate and retail customers through a variety of delivery channels. It has subsidiaries in theareas of life insurance, venture capital, stock broking, asset management, etc. ICICI Bank's equityshares are listed in India on BSE Limited and the National Stock Exchange of India Limited andits American Depositary Receipts (ADRs) are listed on the New York Stock Exchange (NYSE).

ICICI was formed in 1955 at the initiative of the World Bank, the Government of India andrepresentatives of Indian industry. The principal objective was to create a development financialinstitution for providing medium-term and long-term project financing to Indian businesses. Untilthe late 1980s, ICICI primarily focused its activities on project finance, providing long-term fundsto a variety of industrial projects. With the liberalization of the financial sector in India in the1990s, ICICI transformed its business from a development financial institution offering onlyproject finance to a diversified financial services provider that, along with its subsidiaries andother group companies, offered a wide variety of products and services. As India’s economybecame more market-oriented and integrated with the world economy, ICICI capitalized on thenew opportunities to provide a wider range of financial products and services to a broaderspectrum of clients. ICICI Bank was incorporated in 1994 as a part of the ICICI group. In 1999,ICICI became the first Indian company and the first bank or financial institution from non-JapanAsia to be listed on the New York Stock Exchange.

In October 2001, the Boards of Directors of ICICI and ICICI Bank approved the merger of ICICI andtwo of its wholly owned retail finance subsidiaries, ICICI Personal Financial Services Limited andICICI Capital Services Limited, with ICICI Bank. The merger was approved by shareholders ofICICI and ICICI Bank in January 2002, by the High Court of Gujarat at Ahmedabad in March 2002,and by the High Court of Judicature at Mumbai and the Reserve Bank of India in April 2002.Consequent to the merger, the ICICI group's financing and banking operations, both wholesaleand retail, were integrated in a single entity. (Source:https://www.icicibank.com/aboutus/history.page?#toptitle)

The consolidated profit after tax of ICICI Bank was 47,474 million in Q1- 2022 compared to 48,862million in Q4- 2021 and 31,177 million in Q1-2021. Consolidated assets grew by 9% year-on-yearto 15,727,721 million at June 30, 2021 from 14,435,760 million at June 30, 2020. (Source:https://www.icicibank.com/managed-assets/docs/investor/quarterly-financial-results/2022/2021_04_Q1-2022_PR2.pdf)

ICICI Bank’s PAN is AAACI1195H.

The Issuer confirms that the Permanent Account Number, Aadhaar Number, Driving LicenseNumber, Bank Account Number(s) and Passport Number of the Promoters (as applicable) andPermanent Account Number of directors have been submitted to the stock exchanges on whichthe NCDs are proposed to be listed, at the time of filing the Shelf Placement Memorandum.

V. Details of credit rating along with reference to the rating letter issued (not older than one monthon the date of the opening the issue) by the rating agencies in relation to the Issue.

The Issuer has obtained ratings from CRISIL, ICRA and CARE for its borrowing details of which have been set out in the table below.

Instrument CRISIL ICRA CARE

(at June 30, Rating Amount Rating Amount Rating Amount


63

2021) ` in billion ` in billion ` in billion

Short term borrowing

- - A1+ 40.0 A1+ 40.0

Senior Bonds AAA 30.0 AAA 79.2 AAA 120.0

Subordinated Bonds

AAA 5.0 AAA 6.7 AAA 5.0

Term Loans - - AAA 150.0 - -

Fixed Deposits FAAA 45.0 MAAA Limit not mentioned

AAA (FD) 50.0

NCDs PP-MLD AAAr

10.0 - - PP-MLD AAAr

10.0

The credit rating used/adopted in relation to each Tranche/ Series of NCDs shall be identified in the Supplemental Placement Memorandum.

Please refer to Supplemental Placement Memorandum for rating used/adopted in relation to relevant Tranche/ Series of NCDs and the rating letter and the rating rationale issued by the relevant Rating Agencies in relation to the same.

W. Name(s) of the stock exchange(s) where the non-convertible securities are proposed to belisted and the details of their in-principle approval for listing obtained from these stockexchange(s).

The NCDs are proposed to be listed on WDM section of BSE Limited. The designatedstock exchange in relation to the Issue is BSE Limited.

Before issue of NCDs, the Company shall apply for and obtain in principle approval from therecognized stock exchange where the NCDs are proposed to be listed.

The Recovery Expense Fund in relation to the Issue shall be maintained with BSELimited.

X. Other details:

(i) Debenture Redemption Reserve creation

Pursuant to notification issued by Ministry of Corporate Affairs on Companies (ShareCapital and Debentures) Rules, 2014 dated August 16, 2019, as amended and modifiedfrom time to time, the Issuer being registered as housing finance company with the NHB,is not required to create a debenture redemption reserve. Therefore, the Issuer will not bemaintaining a debenture redemption reserve in respect of the NCDs.

. (ii) Issue / instrument specific regulations – relevant details (Companies Act, RBI

Guidelines, etc.):

I. Companies Act, 2013 and the rules made thereunder, as applicable.II. RBI Directions.


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III. SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021) as amendedand modified from time to time.

IV. SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amendedand modified from time to time.

V. Companies Act, 2013, as may be amended or modified from time to time.

(iii) Default in Payment

In case of default (including delay) in payment of interest and/ or redemption of principalon the due dates for NCDs, additional interest of at the rate of 2% p.a. over the applicableCoupon Rate shall be payable by the Issuer for the defaulting period.

(iv) Default in Listing

In case of delay in listing of NCDs beyond 4 days from the Deemed Date of Allotment, theIssuer will: (A) pay penal interest of 1% p.a. over the Coupon Rate from the Deemed Dateof Allotment and till the listing of the NCDs, to the Debenture Holders; and (B) be permittedto utilise the issue proceeds of its subsequent two privately placed issuances of securitiesonly after receiving final listing approval from the Stock Exchanges.

(v) Delay in allotment of Securities.

As shall be identified in relation to each Tranche/ Series in the Supplemental PlacementMemorandum to be issued in relation to the respective Tranche/ Series of NCDs.

(vi) Issue details:

Please refer to the Supplemental Placement Memorandum issued in relation to eachTranche/ Series of NCDs.

(vii) Application Process

Please refer to Annexure 8 of this Shelf Placement Memorandum read with SupplementalPlacement Memorandum issued in relation to each Tranche/ Series of NCDs.

(viii) Disclosures prescribed under PAS-4 of Companies (Prospectus and Allotmentof Securities) Rules, 2014.

Please refer to Annexure 2 of this Shelf Placement Memorandum.

(ix) Project details: Gestation period of the Project, extent of progress made in theProject, deadlines for completion of the Project, the Summary of the Projectappraisal report (if any), schedule of implementation of the Project.

Not Applicable.

(x) Certification of eligibility conditions

Pursuant to paragraph 63.2 of the of the “Master Direction – Non-Banking FinancialCompany - Housing Finance Companies (Reserve Bank) Directions, 2021” dated February17, 2021, bearing sr. no.DOR.FIN.HFC.CC. No.120/03.10.136/2020-21, the auditor of theIssuer has certified that the eligibility conditions set forth in these directions for theissuance of NCDs are met by the Issuer. Copy of the certificate is enclosed as Annexure 12of this Shelf Placement Memorandum.


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(xi) The NCDs being offered as part of the Issue are subject to the provisions of the CompaniesAct, 2013, the NCS Regulations, RBI Directions, the memorandum and articles ofassociation of the Issuer, the terms of this Shelf Placement Memorandum and other termsand conditions as may be contained in the Transaction Documents.

Y. The following documents shall be filed along with the listing application to theExchange and the Debenture Trustee:

(i) Shelf Placement Memorandum;(ii) Memorandum and Articles of association’(iii) Copy of the board/ committee resolution authorizing the borrowing and list of

authorised signatories for the allotment of securities;(iv) copy of last three years audited annual reports of the Issuer;(v) statement containing particulars of, dates of, and parties to all material contracts and

agreements;

By the very nature of its business, the Issuer is involved in large number of transactionsfor availing loans in its ordinary course of business and therefore it may not be possibleto furnish details of such material agreements/facilities/contracts entered in to with thelenders by the Issuer. However, the contracts/agreements/documents which may ormay not be material are listed below:

I. Certificate of incorporation of the Issuer dated May 28, 1999.

II. Registration certificate issued by NHB dated July 31, 2001.

III. Special resolution passed by the shareholders of the Issuer under Section 42 and71 of the Companies Act, 2013 for the private placement of non-convertibledebentures passed on dated June 4, 2021.

IV. Board resolution for fixing of limits for overall borrowing, borrowing through non-convertible debentures (NCDs)/bonds and borrowing through commercial papers(CPs) dated April 22, 2021.

V. Committee of Directors resolution for approving the filing of Shelf PlacementMemorandum with Exchange passed on September 8, 2021.

VI. Annual reports of the Issuer for the last five years.

VII. Consent letter dated September 7, 2021 issued by Axis Trustee Services Limitedto act as the Trustee to the Issue and inclusion of its name in the form and contextin which it appears in this Shelf Placement Memorandum.

VIII. Latest credit rating letters enclosed in this Shelf Placement Memorandum.

IX. Listing agreement entered into between the Issuer and BSE Limited dated February9, 2016

X. Service level agreement dated May 23, 2016 between the Issuer and DatamaticsBusiness Solutions Limited.

XI. Tripartite agreement between the Issuer, National Securities Depository ServicesLimited (NSDL) and Datamatics Business Solutions Limited June 23, 2015.


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XII. Tripartite agreement between the Issuer, Central Depository Services (India)Limited (CDSL) and Datamatics Business Solutions Limited June 17, 2015.

XIII. Agreement between the Issuer and BSE Limited for using electronic book biddingmechanism dated December 6, 2016.

(vi) an undertaking from the Issuer stating that each of the Debenture Trust Deed, in relationto each Tranche/Series, would be executed within the time frame prescribed in therelevant regulations/act/rules etc and the same would be uploaded on the website ofsuch Exchange on which the NCDs have been listed;

(vii) any other particulars or documents that the recognized stock exchange may call for asit deems fit; and

(viii) an undertaking that the permission/ consent from the prior creditor for a second or pari passu charge being created, where applicable, in favour of the trustees to the proposedissue has been obtained.

Z. Documents to be submitted to the Debenture Trustee:

The following documents have been / shall be submitted to the Debenture Trustee in electronicform (soft copy) on or before the Deemed Date of Allotment:

(a) memorandum and articles of association and necessary resolution(s) for the allotment ofthe NCDs;

(b) copy of last three years’ audited annual reports;

(c) statement containing particulars of, dates of, and parties to all material contracts andagreements;

(d) latest audited / limited review half yearly standalone financial information (profit & lossstatement, balance sheet and cash flow statement) and auditor qualifications, if any;

(e) An undertaking to the effect that the Issuer would, till the redemption of the debt securities,submit the details mentioned in point (d) above to the Debenture Trustee within thetimelines as mentioned in Simplified Listing Agreement issued by SEBI vide circular No.CIR/CFD/CMD/6/2015 dated October 13, 2015, as amended from time to time for furnishing/ publishing its half yearly/ annual result. Further, the Issuer shall within 180 (one hundredeighty) days from the end of the financial year, submit a copy of the latest annual report tothe Debenture Trustee and the Debenture Trustee shall be obliged to share the detailssubmitted under this clause with all ‘Qualified Institutional Buyers’ (QIBs) and other existingdebenture holders within 2 (two) working days of their specific request.


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AA. Summary of terms

Security Name Shall be identified in Supplemental Placement Memorandum Issuer ICICI Home Finance Company Limited Type of Instrument Shall be identified in Supplemental Placement Memorandum Nature of Instrument Shall be identified in Supplemental Placement Memorandum Seniority Shall be identified in Supplemental Placement Memorandum Eligible Investors Shall be identified in Supplemental Placement Memorandum Listing (name of stock Exchange(s) where it will be listed and timeline for listing)

Shall be identified in Supplemental Placement Memorandum

Rating of the Instrument Shall be identified in Supplemental Placement Memorandum Issue Size Shall be identified in Supplemental Placement Memorandum Minimum subscription Shall be identified in Supplemental Placement Memorandum Option to retain oversubscription (Amount)


Objects of the Issue

The funds to be raised by the Issuer shall be for providing housingloans and other loans, for general corporate purpose, to retire/replaceexisting liabilities and for temporary deployment pending utilisationof proceeds and shall not be for any specific project. The amount soraised would not be used for onward lending to any groupentities/parent companies/associates* *Note: The specific details regarding utilisation of the proceeds of theIssue of each Series/ Tranche of NCDs, including the granulardisclosures as required under the SEBI NCS Regulations shall bedisclosed in relation to the relevant Tranche/ Series of NCDS in theSupplemental Placement Memorandum to be issued/ filed for therelevant Tranche/ Series.

Details of the utilization of the Proceeds


Coupon Rate/ Redemption Premium/ Interest


Step Up/Step Down Coupon Rate


Coupon benchmark Shall be identified in Supplemental Placement Memorandum Coupon Payment Frequency


Coupon payment dates Shall be identified in Supplemental Placement Memorandum Coupon Type Shall be identified in Supplemental Placement Memorandum Coupon Reset Process (including rates, spread, effective date, interest rate cap and floor etc).


Day Count Basis Actual/Actual Interest on Application Money

Not Applicable

Default Interest Rate In the event Issuer fails to execute any of the Debenture Trust Deed, in relation to each Tranche/Series, within a period of as set out under the Act and the SEBI NCS Regulations, without prejudice to any


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liability arising on account of violation of the provisions of the Act and the SEBI NCS Regulations, the Issuer shall also pay interest of at least two percent per annum to the holder of NCDs, over and above the agreed coupon rate, till the execution of the trust deed. In case of delay in listing of NCDs beyond 4 days from the DeemedDate of Allotment, the Issuer will: (A) pay penal interest of 1% p.a.over the Coupon Rate from the Deemed Date of Allotment and till thelisting of the NCDs, to the Debenture Holders; and (B) be permitted toutilise the issue proceeds of its subsequent two privately placedissuances of securities only after receiving final listing approval fromthe Stock Exchanges.

Tenor Shall be identified in Supplemental Placement Memorandum Redemption Date Shall be identified in Supplemental Placement Memorandum Redemption Amount Shall be identified in Supplemental Placement Memorandum Redemption Premium /Discount


Issue Price Shall be identified in Supplemental Placement Memorandum Discount at which security is issued and the effective yield as a result of such discount.


Put option Date Shall be identified in Supplemental Placement Memorandum Put option Price Shall be identified in Supplemental Placement Memorandum Call Option Date Shall be identified in Supplemental Placement Memorandum Call Option Price Shall be identified in Supplemental Placement Memorandum Put Notification Time Shall be identified in Supplemental Placement Memorandum Call Notification Time Shall be identified in Supplemental Placement Memorandum Face Value Rs. 10,00,000/- (Rupees Ten Lakhs) per NCD Minimum Application and in multiples of Debt securities thereafter


Issue Timing 1. Issue Opening Date 2. Issue Closing Date 3. Pay-in Date 4. Deemed Date of Allotment


Settlement mode of the Instrument


Date of earliest closing of the Issue, if any


Depository Shall be identified in Supplemental Placement Memorandum Disclosure of redemption dates


Record Date

The date which will be used for determining the Debenture Holder(s) who shall be entitled to receive the amounts due on any Due Date, which shall be the date falling 15 (Fifteen) calendar days prior to any Due Date.


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All covenants of the issue (including side letters, accelerated payment clause, etc.)


Description regarding Security (whereapplicable) (Including description, type of security, type of charge, likely date of creation of security, minimumsecurity cover,revaluation, replacement of security, interest to the Debenture Holders over and above the Coupon rate as specified in the Debenture Trust and Disclosed in the Shelf DD and the Supplemental DD).


Transaction Documents

The Debenture Trustee Agreement, this Shelf PlacementMemorandum, the Supplemental Placement Memorandum, theDebenture Trust Deed(s), the Deed of Hypothecation and such otherdocument as may be executed in relation to the Debentures and havebeen designated as ‘Transaction Document’ by the DebentureTrustee.

Conditions Precedent to Disbursement


Condition Subsequent to Disbursement


Events of Default (including manner of voting/ conditions of joining Inter Creditor Agreement)


Creation of Recovery Expenses Fund

The Company shall maintain a recovery expense fund as per the provisions of the SEBI NCS Regulations, the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, the circular dated October 22, 2020 and bearing reference number SEBI/HO/MIRSD/ CRADT/CIR/P/ 2020/ 207 issued by SEBI and other Applicable Law, as amended from time to time, and if during the currency of these presents, any guidelines are formulated (or modified or revised) by SEBI or any other regulator under the Applicable Law in respect of creation of the recovery expense fund, the Company shall abide by such guidelines and execute all such supplemental letters, agreements and deeds of modifications as may be required by the Debenture Trustee.

Conditions for breach of covenants (as specified in each Debenture Trust Deed)



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Provisions related to Cross Default Clause


Role and Responsibilities of Debenture Trustee

To oversee and monitor the overall transaction for and on behalf of the Debenture Holders as customary for transaction of a similar nature and size and as executed under the appropriate Transaction Documents

Risk Factors pertaining to the Issue

Please refer to ‘Management Perception of Risk Factor’ as set out in Annexure 2 of this Shelf Placement Memorandum.

Governing Law and Jurisdiction

The courts and tribunals of Mumbai have exclusive jurisdiction tosettle any dispute arising out of or in connection with the NCDs(including a dispute regarding the existence, validity or termination ofthe Debentures) (a “Dispute”) and, accordingly, any legal action, suitor proceedings (collectively referred to as “Proceedings”) arising outof or in connection with a Dispute may be brought in those courts andtribunals and the Issuer irrevocably submits to and accept for itselfand in respect of its property, generally and unconditionally, thejurisdiction of those courts and tribunals.

Terms and conditions of debenture trustee agreement including fees charged by debenture trustees(s)

Please refer to Annexure 4 for the consent letter dated September 7,2021 and bearing reference number ATSL/CO/2021-22/3302 issuedby Axis Trustee Services Limited consenting to act as the debenturetrustee in relation to the Issue and also setting out the fee payable bythe Issuer to the Debenture Trustee. Further terms shall be identified in Supplemental PlacementMemorandum.

Further Issue

The Issuer reserves right to make multiple issuances under the sameISIN with reference to Operational Circular numberSEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021 issued by SEBIand as amended from time to time. Issue can be made either by wayof creation of fresh ISIN or by way of issuance under the existing ISINat premium /par/discount as the case may be in line with OperationalCircular number SEBI/HO/DDHS/P/CIR/2021/613 dated August 10,2021, issued by SEBI and as amended from time to time.

Due diligence certificate issued by the Debenture Trustee

In the event any Tranche/ Series of NCD is secured, the Issuer shall obtained the due diligence certificate from the Debenture Trustee prior to the issuance and listing of the relevant Tranche/ Series of NCDs and which due diligence certificate shall be disclosed in the Supplemental Placement Memorandum.

Consent for disclosure of Name of the Debenture Holders

Pursuant to the SEBI NCS Regulations, the name of the top 10 holders of the non-convertible securities issued by the Issuer have to be disclosed by the Issuer in the placement memorandum to be issued in relation to issue of listed non-convertible debt securities. Accordingly, the subscription of the NCDs being issued pursuant to the terms of this Shelf Placement Memorandum and the Supplemental Placement Memorandum by the prospective debenture holders shall also be deemed as a consent for disclosure of their name, if required, pursuant to the SEBI NCS Regulations, the Operational Circular or any other Applicable Law.


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The list of documents which has been executed in connection with the issue and subscription of NCDs issued under each Tranche/ Series shall be identified in the Supplemental Placement Memorandum.


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PART B

DISCLOSURES UNDER SEBI OPERATIONAL CIRCULAR

A. Details with regard to the lending done by the issuer out of the issue proceeds of debt securities

in last three years, including details regarding the following: The lending done by the issuer out of the issue proceeds of debt securities in last three years is in adherence to the object of the issue as specified in the respective disclosure documents.

(i) Lending policy:

Credit risk

All credit risk related aspects are governed by the Board approved Credit and Recovery Policy (CRP). CRP outlines the type of products that can be offered, customer categories, target customer profile, credit approval process and limits. The delegation structure for approval of credit limits is approved by the Board of Directors. All credit proposals other than retail products, program lending and certain other specified products are rated by risk management team or external rating agency prior to approval by the appropriate forum.

Credit approval authorisation structure Every new credit facility and every extension or material change of an existing credit facility (such as its tenor, collateral structure or major covenants) to any counterparty requires credit approval at the appropriate authority level. We assign credit approval authorities to individuals according to their qualifications, experience and training, and we review these periodically. The authorisation is based on the level of risk and the quantum of exposure, to ensure that the transactions with higher exposure and level of risk are put up to correspondingly higher forum/committee for approval. In respect of retail loans, all exposures are approved under operating notes or programs approved by the requisite committee. This involves a cluster-based approach for a particular product or for homogeneous group of individuals/business entities that comply with certain laid down parameter-based norms. The norms vary across product segments/customer profile, but typically include factors such as the borrower’s income, the loan-to-value ratio and demographic parameters. The individual credit proposals are evaluated and approved by executives on the basis of the product policies.

Collateral management

The Company defines collateral as the assets or rights provided to the Company by the borrower or a third party in order to secure a credit facility. The Company would have the rights of secured creditor in respect of the assets offered as security for the obligations of the borrower/obligor. The Company ensures that the underlying documentation for the collateral provides the Company appropriate rights over the collateral or other forms of credit enhancement including the right to liquidate retain or take legal possession of it in a timely manner in the event of default by the counterparty. The collateral is valued at the time of sanctioning the credit facility and loan-to-value (LTV) norms are applied as specified in the credit policies.


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Monitoring & collection framework Independent groups have been constituted across the Company to facilitate independent evaluation, monitoring and reporting of various risks. These control groups function independently of the business groups/sub-groups. The risk management framework forms the basis of developing consistent risk principles. Material risks are identified, measured, monitored and reported to the Board of Director and Board level committee The company has standardized mechanism to manage & monitor delinquency levels independent of business unit. The collections unit operates under the guidelines of a standardized recovery policy.

(ii) Classification of loans/ advances given to associates, entities/ person relating to board,

senior management, promoters, others, etc.; Details of loans/advances given to the Managing Director & CEO and senior management of the Company outstanding at March 31, 2021 are as follows.

Sr. No.

Name Category Amount

1. Anirudh Kamani Managing Director & CEO 27,728,526/-

2. Vikrant Gandhi Chief Financial Officer 35,829,204/-

(iii) Classification of loans/ advances given, according to type of loans, denomination of loan

outstanding by loan to value, sectors, denomination of loans outstanding by ticket size, geographical classification of borrowers, maturity profile etc.; a. Type of loans at March 31, 2021

₹ in crores Sr. No.

Particulars Amount

1 Secured loans 16,973.2

2 Unsecured loans -

Total assets under management (AUM) 16,973.2

b. Denomination of loans outstanding by LTV at March 31, 2021

Sr. No. LTV1 Percentage of AUM

1 Upto 40% 23.30%

2 40-50% 14.87%

3 50-60% 18.24%

4 60-70% 18.51%

5 70-80% 17.24%

6 80-90% 6.97%

7 >90% 0.87% 1. Calculated on the basis of outstanding balance


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c. Sectoral Exposure at March 31, 2021

Sr. No.

Segment-wise break-up of AUM Percentage of AUM

1 Retail a Mortgage loans 98.32% b Gold loans 0.03% c Vehicle finance - d MFI - e M&SME - f Capital market funding -

g Others 0.01% 2 Wholesale a Infrastructure - b Real estate 1.64% c Promoters funding - d Any other sector - e Others -

Total 100.00%

d. Denomination of loans outstanding by ticket size at March 31, 2021

Sr. No.

Ticket Size1 Percentage of AUM

1 Upto � 2 Lakh 0.51%

2 � 2-5 Lakhs 1.01%

3 � 5-10 Lakhs 7.84%

4 � 10-25 lakh 36.14%

5 � 25-50 lakh 25.39%

6 � 50 lakh-1 crore 12.07%

7 � 1-5 crore 13.91%

8 � 5-25 crore 1.58%

9 � 25-100 crore 0.71%

10 > � 100 crore 0.84% 1. Calculated on sanctioned amount

e. Geographical classification of borrowers at March 31, 2021

Sr. No. Top 5 states1 Percentage of AUM

1 Maharashtra 29.94%

2 Rajasthan 10.38%

3 Karnataka 7.94%

4 Gujarat 7.10%

5 Haryana 7.08%


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1. Calculated on the basis of outstanding balance

f. Segment-wise gross NPA at March 31, 2021

Sr. No. Segment-wise break-up of AUM Gross NPA (%)

1 Retail a Mortgage loans 74.42% b Gold loans 0.01% c Vehicle finance - d MFI -e M&SME -f Capital market funding -

g Others -2 Wholesalea Infrastructure -b Real estate 25.57% c Promoters funding - d Any other sector - e Others -

g. Residual maturity profile of assets and liabilities at March 31, 2021

(iv) Aggregated exposure to the top 20 borrowers with respect to the concentration ofadvances, exposures to be disclosed in the manner as prescribed by RBI in its stipulationson Corporate Governance for NBFCs or HFCs, from time to time;

a. Concentration of loans and advances

(` in crores)Sr. No. Particulars Over 1 to

7 daysOver 7

days to 14 days

Over 14 days to 1

month days

Over 1 Month

to 2 Months

Over 2 Months

to 3 Months

Over 3 to 6 Months

Over 6 Months to

1 Year

Over 1 Year to 3

Years

Over 3 to 5 Years

Over 5 Years

Total

1 Deposit 6 9 38 189 100 571 625 1,209 548 211 3,506

2 Advances 136 9 5 46 53 169 302 1,627 1,463 9,948 13,758

3 Investments 125 1 2 44 1 1 - 27 - 238 438

4 Borrowings1 - 1 393 240 112 263 553 4,665 1,760 1,172 9,160

5 Foreign Currency assets - - - - - - - - - - -

6 Foreign Currency liabilities2 - - - - - - - 2,012 - - 2,012

Note:1.Including foreign currency liabilities .2. These are fully hedged through derivative instruments.3. Includes government securities amounting to ₹ 251.2 million which forms parts of excess stautory liquidity securities.

Particulars At March 31, 2021 (in million)

Total loans and advances to twenty largest borrowers 4,465.7 Percentage of loans and advances to twenty largest borrowers to total advances of the HFC

3.2%


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b. Concentration of all exposure (including off-balance sheet exposure)

(v) Details of loans, overdue and classified as non-performing in accordance with RBIstipulations.

₹ in crores

Particulars Gross book Provision Opening balance at April 1, 2020 846.07 376.11

Addition during the period 463.65 174.35

Reduction during the year 371.15 325.62Closing balance at March 31, 2021 938.57 224.84

(vi) Details of sectors/industries breakup with reference to debt securities outstanding atMarch 31, 2021

Sectors/Industries Percentage of borrowings

Banks 36Insurance companies 19 Mutual fund 15 Trust 15Corporate 9Others 6

(vii) NPA exposures of the issuer for the last three financial years (both gross and netexposures) and provisioning made for the same as per the last audited financial statements ofthe issuer;

(viii) Quantum and percentage of secured vis-à-vis unsecured borrowings made

Sr. No. Particulars Amount Outstanding (in

crores) Percentage

1 Secured Borrowings 8,740.16 68.83

2 Unsecured Borrowings 3,958.65 31.17

Total 12,698.81 100.00

(ix) Any change in promoters’ holdings during the last financial year beyond thethreshold, as prescribed by RBI- No Changes

Particulars At March 31, 2021 (in million)

Total exposure to twenty largest borrowers/customers 5,552.9 Percentage of exposures to twenty largest borrowers/customers to total exposure of the HFC on borrowers/customers

3.78%

Particulars At March 31, 2021 At March 31, 2020 At March 31, 2019

₹ in Crore % ₹ in Crore % ₹ in Crore % GNPA 938.57 6.6 846.08 5.8 743.23 5.4NNPA 713.82 5.2 469.96 3.3 444.90 3.3Provisions 224.84 376.12 298.33


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DECLARATION BY THE DIRECTORS THAT:

(a) the Issuer is in compliance with the provisions of Securities Contract (Regulation) Act, 1956 andthe Securities and Exchange Board of India Act, 1992, Companies Act and the rules andregulations made thereunder;

(b) the compliance with the Companies Act, 2013 and the rules made thereunder do not imply thatpayment of dividend or interest or repayment of NCDs, if applicable, is guaranteed by the CentralGovernment;

(c) the monies received under the Issue shall be used only for the purposes and objects indicatedin this Shelf Placement Memorandum and/or Supplemental Placement Memorandum;

(d) whatever is stated in this form and in the attachments thereto is true, correct and complete andno information material to the subject matter of this form has been suppressed or concealed andis as per the original records maintained by the promoters subscribing to the memorandum ofassociation and articles of association of the Issuer

I am authorized by the committee of Directors of the Issuer vide resolution dated September 8, 2021 to sign this form and declare that all the requirements of the Companies Act, 2013 and the rules made thereunder in respect of the subject matter of this form and matters incidental thereto have been complied with.

It is further declared and verified that all the required attachments have been completely, correctly and legibly attached to this form.

Signed pursuant to authority granted by the committee of directors of the Issuers at their meeting held on September 8, 2021 at Mumbai

For ICICI Home Finance Company Limited

Anirudh Kamani Managing Director & CEO DIN: 07678378 Date: September 14, 2021 Place: Mumbai


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Annexure 1 Litigations Fines and Penalties

1. The Reserve Bank of India (RBI), in exercise of powers conferred under section 47(A)(1)(c) read with Section 46(4)(i) of the Banking Regulation Act, 1949, levied an aggregate penalty of ₹ 10 million vide its order dated February 25, 2019. The penalty has been levied for delay in compliance to RBI’s directives on “Time-bound implementation & strengthening of SWIFT related controls.” ICICI Bank has paid penalty to RBI.

2. The Reserve Bank of India (RBI) has, by an order dated May 03, 2021, imposed a monetary penalty of ₹ 3 Crores on the Bank. This penalty has been imposed under the provisions of section 47 A (1) (c) read with sections 46 (4) (i) of the Banking Regulation Act, 1949 for shifting certain investments from HTM category to AFS category in May 2017. The Bank had transferred two separate categories of securities on two different dates from HTM to AFS in April and May of 2017, which it believed was permissible as per Master Circular on Prudential Norms for Classification, Valuation and Operation of Investment Portfolio by Banks’ dated July 01, 2015. RBI has held that the shifting of securities the second time in May 2017 without explicit permission was in contravention of RBI directions.

3. In April 2019, the Directorate of Enforcement has issued six show-cause notices against ICICI Bank and certain other entities and persons alleging certain violations under Foreign Exchange Management Act, 1999 mainly pertaining to the sale of foreign exchange travel cards to travellers. In four of these matters, the Enforcement Directorate has imposed penalties as under: i. Rs. 0.8 million on ICICI Bank Ltd and similar amount on one of its employee vide order dated March 24, 2020. ii. Rs. 0.05 million on ICICI Bank Ltd and similar amount on one of its employee vide order dated March 16, 2020. iii. Rs. 2.2 million on ICICI Bank Ltd and Rs. 0.22 million on one of its employee vide order dated October 29, 2020. iv. Rs. 0.6 million on ICICI Bank Ltd and Rs. 0.15 million on one of its employee vide order dated March 25, 2021. ICICI Bank Limited has filed appeals against all the above mentioned penalty orders before Appellate Tribunal for Foreign Exchange. The earlier 3 matters are listed for hearing at the Appellate Tribunal over the next few months. In two other matters, the proceedings are underway.

4. ICICI Bank had received a Show cause notice from IRDAI on March 5, 2019 for acceptance of payment in relation to the administration support expenses from ICICI Life during fiscal year 2016. ICICI Bank has personally represented to IRDAI for the same and final order is awaited from IRDAI.

5. ICICI Bank received a Show cause notice from IRDAI on May 20, 2020 with regard to corporate

agent’s activities. ICICI Bank has replied to the said notice and has requested for a in person hearing. No further action has been finalized on the same.

6. During fiscal year 2019, the tax authorities had issued show cause notices (SCNs) to banks, including ICICI Bank, regarding levy of service tax on free services provided by banks to customers maintaining specified minimum balances in their deposit accounts. The amount of tax proposed to be demanded is of ₹35.15 billion for the period from July, 2012 to March, 2017. The banking industry has jointly contested the SCNs and filed a writ petition before the Delhi High Court praying that, the SCNs be squashed. The matter is currently pending for


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hearing and meanwhile, the Delhi High Court has granted an interim stay on the adjudication proceedings for the SCNs.

7. A notice dated April 12, 2018 was issued by the Ministry of Corporate Affairs (“MCA”) to our Bank alleging that the prescribed limit for corporate social responsibility (“CSR”) expenditure in terms of Section 135 of the Companies Act as stated in the Board’s report is ₹ 2,120 million while the mount spent by our Bank was ₹ 1,720 million. In this regard, our Bank was requested to furnish the requisite details, for financial year 2015-16, which included, amongst others, proportion of administrative overheads, details of members of CSR committee and its meetings, legally demonstrable specific reasons, if the prescribed amount as per Section 135(5) of the Companies Act is not spent, details of net profit (computed under Section 198 of the Companies Act), net worth and turnover for financial years 2014-15, 2013-14 and 2012-13 and details of projects undertaken by our Bank as CSR activities (as per the disclosure under the annual return of CSR). Our Bank, vide a letter dated April 27, 2018, furnished its response and requisite details to the MCA. Further, by way of its email dated January 14, 2019, the MCA alleged that no details were furnished in respect of utilization of the unspent CSR amounts for financial year 2015-16, and requested our Bank to furnish a detailed action plan for full utilization of the aforesaid remaining unspent amount of ₹ 400 million for the financial year 2015-16. Our Bank, vide a letter dated January 29, 2019, submitted its response, inter alia, stating that the unspent amount for financial year 2015-16 were not carried forward. Hence, our Bank was unable to provide information regarding the action plan for utilization of such amounts or any details of how such amounts were spent in succeeding financial years. Our Bank has received a show cause notice from the Ministry of Corporate Affairs (“MCA”) on July 26, 2019 alleging that our Bank has not complied with the provisions of the Section 135 read with Section 134(3) of the Companies Act by disclosing a non-tenable reason for under spending the corporate social responsibility (“CSR”) amount in its Board’s report for the financial years 2014-15, 2015-16 and 2016-17. The notice stated that the aforesaid contravention may be compounded under the relevant provisions of the Companies Act or alternatively, our Bank may either transfer the requisite unspent CSR amount in funds provided under Schedule VII of the Companies Act or spend the unspent amount as per our Bank’s CSR policy in any subject or areas mentioned under the aforesaid schedule of the Companies Act over and above the current year’s CSR expenditure. Our Bank has responded to the MCA vide a letter dated August 16, 2019 dealing the CSR activities undertaken by our Bank and the amount spent by our Bank on such activities. Our Bank requested to treat the matter relating to prior years as closed and not require making up of past shortfalls, and also to waive the notice and hearing direction issued.

8. A notice dated August 8, 2019 was issued by the Office of the Registrar of Companies, Gujarat, Dadra & Nagar Haveli, Ministry of Corporate Affairs, Government of India (“ROCDNH”), to our Bank, under Section 206(1) of the Companies Act, 2013, inter alia, alleging violation of certain provisions of the Companies Act, 1956 and the Companies Act, 2013 related to Investor Education and Protection Fund; and seeking certain information with respect to erstwhile ICICI Limited (which had since merged into our Bank). The ROCDNH issued another notice on August 27, 2019, calling upon our Bank to furnish the information/explanations/documents as specified in its earlier letter dated August 8, 2019. Our Bank submitted detailed responses vide letters dated August 29, 2019, September 10, 2019 and September 19, 2019, inter alia, enclosing various forms and investor wise break-up details as filed by our Bank from time to time and other relevant details as sought by ROCDNH. Pursuant to such information received from our Bank, the ROCDNH issued another notice dated September 24, 2019 (“ROCDNH Notice 3”), inter alia, instructing our Bank to resolve pending cases with the Investor Education and Protection Fund Authority, and seeking additional information/clarification/details of filings made by our Bank under various provisions of the Companies Act, 2013. Further, the Investor Education and Protection Fund Authority, Government of India (“IEPFA”) issued a notice dated October 21 2019 to our Bank, under Rule 7(3) of the Investor Education and


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Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), in respect of alleged pendency of verification reports under the IEPF Rules for more than 90 days. Our Bank submitted detailed responses to the IEPF by way of a letter dated November 7, 2019 (“IEPF Response”). Our Bank also submitted detailed responses to the ROCDNH Notice 3, by way of letters dated October 1, 2019, October 22, 2019 and November 8, 2019, wherein a copy of the IEPF Response was also enclosed, and furnishing the necessary explanations/information/documents. Subsequently, the ROCDNH issued another notice dated February 4, 2020, alleging violation of various provisions of the Companies Act, including Sections 62, 39(4), 117, 134(5), 137, 138, 158, 179 and 188 of the Companies Act, 2013. Our Bank submitted detailed response to such notice by way of a letter dated March 4, 2020, substantiating our responses to these allegations and providing necessary information/documents, including in many instances forms which were already filed with status 'approved' evidencing due filing and clarifying that our Bank has acted in accordance with the applicable legal provisions. No further communication has been received from ROCDNH in this regard.

Other matters

1. SEBI had issued an Adjudicating Order on September 12, 2019, imposing a penalty of rupees

0.5 million each (totalling to rupees 1.0 million) under Section 15 HB of SEBI Act and Section 23E of Securities Contract (Regulation) Act (SCRA) on the Bank and rupees 0.2 million under Section 15HB of SEBI act on the Ex Compliance Officer (eCO) on alleged delayed disclosure of an agreement relating to merger of ICICI Bank Limited with erstwhile Bank of Rajasthan. The eCO and the Bank had filed an appeal against SEBI’s Order with Securities Appellate Tribunal (SAT) and SAT vide its orders has converted the monetary penalty imposed on the Bank and eCO to a warning. Subsequently, SEBI filed an appeal with the Supreme Court of India (“Supreme Court”) against the SAT orders. Separately, the Bank has also filed an appeal with the Supreme Court against SAT’s order.

These matters were heard with Supreme Court wherein the Supreme Court directed an interim stay on the operation of the SAT orders. The Bank and eCO subsequently filed counter affidavits before the Supreme Court. To bring closure to the matter, the eCO and the Bank has filed the settlement application, under SEBI (Settlement Proceedings) Regulations, 2018 with SEBI pursuant to which the eCO and the Bank has paid the settlement amount to SEBI and the SEBI Settlement Order is awaited.

2. Erstwhile Bank of Madura had granted lease finance to M/s. ORJ Electronic Oxides Ltd (the

“Borrower”) for import of capital goods from USA. Upon investigations by the Customs department, it was detected that machinery manufactured in India were exported and then re-imported in same container with higher value. As ICICI Bank under the aforesaid lease finance was the importer, a customs duty and penalty was imposed under the Customs Act, 1962 on ICICI Bank and the Borrower. Issues of mis-declaration of value and violation of the Customs Act, 1962 resulted in a demand of ₹ 128.6 million and penalty of ₹ 50.0 million. On appeal the penalty was reduced to ₹ 1.0 million. The matter was re-adjudicated and duty was re-worked to ₹ 3.1 million. ICICI Bank filed an appeal before the Madras High Court on the aforesaid duty and penalty imposed and conditional stay was allowed vide interim order subject to deposit of Rs.1.5 million being placed by ICICI Bank, which was duly complied with and interim order of stay was granted and is still valid and existing. The appeal is yet to be listed for arguments since. The matter is currently pending.

3. ICICI Bank received a show cause notice from RBI dated April 25, 2018 under Section 11 of Foreign Exchange Management Act, 1999 relating to contravention of directions issued by


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Reserve Bank of India (RBI) in respect of follow-up with exporters and reporting of export realization. The Bank submitted a detailed response to the said show cause notice specifying the efforts taken by the Bank. Taking into cognizance of efforts made by the Bank, no monetary penalty has been imposed by RBI.

4. The Bank received a show cause notice dated June 22, 2021 from RBI under Sections 35, 35A, 46 and 47A of Banking Regulation Act, 1949 relating to Contravention of / non-compliance with RBI directions on ‘Central Repository of Information on Large Credits (CRILC) – Revision in Reporting’, ‘Levy of penal charges on non-maintenance of minimum balances in savings bank accounts’” as observed during statutory inspection with reference to financial position as on March 31, 2019.

5. The Bank had received a Show Cause Notice from Insurance Regulatory and Development Authority of India (IRDAI) on May 9, 2019 for receipt of payment in relation to administration support expenses from ICICI Life during FY2016 in violation of Insurance laws. The Bank responded through letter dated May 17, 2019 stating that the payment was in line with applicable laws, properly disclosed in financial statements and was stopped w.e.f. April 1, 2017, i.e. post promulgation of new commission regulations. The Bank officials represented Bank’s point of view during the personal hearing with IRDAI on January 29, 2020 and revert from IRDAI is awaited.

6. The Bank has on May 20, 2020 received a Show Cause Notice from IRDAI subsequent to its

onsite inspection between June 4 - 8, 2018 with regard to Corporate Agent activities performed by the Bank. The Bank has submitted its response on June 29, 2020.

7. The Bank has received a show cause notice from Financial Intelligence Unit-India (FIU-IND) dated July 22, 2019 u/s 13 of Prevention of Money Laundering Act (PMLA), 2002 for deficiencies in respect of Cross Border Wire Transfer Reports (CBWTR) filed by the Bank. We understand that similar notices have been received by several other banks in India. Bank responded to the notice subsequent to which FIU-IND has directed the Bank to review and re-file the reports where deficiencies are observed. The Bank has since then completed the re-filing of such reports to FIU-IND.

8. The Audit Committee of the Bank under direction given by the Board of Directors instituted

an independent enquiry by a former Supreme Court Judge, Hon’ble Mr. Justice B. N. Srikrishna (Retd.), to consider various allegations relating to the former Managing Director and Chief Executive Officer, Ms. Chanda Kochhar. The allegations were levelled against Ms. Kochhar in media articles, a whistleblower complaint and complaints written by a private individual to senior government officials and regulators. The allegations included nepotism, quid pro quo and claims that Ms. Kochhar, by not disclosing conflicts of interest caused by certain transactions between certain borrowers of the Bank and entities controlled by Ms. Kochhar’s spouse, committed infractions under applicable regulations and the Bank’s Code of Conduct. The independent enquiry was supported by an independent law firm and a forensic firm.

Ms. Kochhar proceeded on a leave of absence following the institution of the independent enquiry. In the interim, Mr. Sandeep Bakshi was appointed as wholetime Director and Chief Operating Officer and reported directly to the Board of Directors during her absence. On October 4, 2018, the Board of Directors of the Bank, accepted the request of Ms. Kochhar to seek early retirement from the Bank at the earliest. The Board accepted this request with immediate effect, while noting that the enquiry instituted by the Board would remain unaffected by this and certain benefits would be subject to the outcome of the enquiry. Ms.


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Kochhar also relinquished office from the boards of the Bank’s subsidiaries. The Board decided to appoint Mr. Sandeep Bakhshi as Managing Director and Chief Executive Officer, which was approved by the Reserve Bank of India for a period of three years with effect from October 15, 2018.

The Board of Directors considered the enquiry report on its receipt at the board meeting held on January 30, 2019. The enquiry report concluded, primarily on account of ineffectively dealing with conflict of interest and due disclosure or recusal requirements, that Ms. Chanda Kochhar was in violation of the ICICI Bank Code of Conduct, its framework for dealing with conflict of interest and fiduciary duties, and in terms of applicable Indian laws, rules and regulations. It also concluded that her lack of diligence with respect to annual disclosures as required by the Bank in terms of its internal policies, the ICICI Bank Code of Conduct and applicable Indian laws, rules and regulations on her interests (direct or indirect) towards avoidance of conflict of interest, when considered that the Bank’s processes were dependent solely on the directors discharging their fiduciary duty to recuse themselves and avoid conflict, implies that the Bank’s then processes were rendered ineffective by her approach to such disclosures and avoidance of conflict. Following the receipt of the enquiry report, the Board of Directors decided to treat the separation of Ms. Chanda Kochhar from the Bank as a ‘Termination for Cause’ under the Bank’s internal policies, schemes and the Code of Conduct, with all attendant consequences (including revocation of all her existing and future entitlements such as any unpaid amounts, unpaid bonuses or increments, unvested and vested and unexercised stock options, and medical benefits), and require the clawback of all bonuses paid from April 2009 until March 2018.

9. Enquiries by government and regulatory agencies including Enforcement Directorate in the matter are continuing. SEBI issued a show-cause notice to Ms. Kochhar and to the Bank in May 2018 in relation to the allegations. The Bank has responded to the relevant allegations in the notice which pertain to the Bank. The Central Bureau of Investigation (“CBI”) had also initiated a preliminary enquiry against various individuals and firms including unknown officers and/or officials of the Bank. In January 2019, the CBI filed a first information report against Ms. Chanda Kochhar, her spouse and certain borrowers of the Bank and their promoters, accusing them of cheating the Bank. The first information report states that certain individuals, who were on the Board of Directors of the Bank when the alleged transactions occurred and were part of committees that sanctioned credit facilities to the concerned borrower group, may also be investigated. These include the present Managing Director and Chief Executive Officer of the Bank and the present Managing Director of the Bank’s life insurance subsidiary.

10. ICICI Bank Limited & its ex-Managing Director & CEO had received a Notice from SEBI on May 24, 2018 under Rule 4(1) of SCR (Procedure for Holding Inquiry and imposing penalties by Adjudicating Officer) Rules 2005 requiring responses on matters relating to alleged non-compliance with certain provisions of the erstwhile Listing Agreement and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Bank has submitted its reply to SEBI on August 23, 2018. Thereafter, personal hearing was held at SEBI on the said notice on October 16, 2018 and supplements to the earlier notice was submitted on October 31, 2018, January 10, 2019, February 1, 2019, February 22, 2019, February 27, 2019, March 6, 2019 and December 9, 2019. On November 19, 2020, SEBI issued a modified SCN (MSCN) to the Bank in relation to the above wherein it included Clause 2 of Uniform Listing Agreement and Section 21 of SCRA in addition to the existing cited provisions. Post inspection of documents, the Bank has submitted its final response on the MSCN to SEBI. Pursuant to the submission of response, personal hearing was also held with SEBI in the said matter.


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11. Excise Duty Proceedings: Borrowers like Bannari Amman Sugars Ltd., Triveni Engineering Co. Ltd. and Balarampur Chini Mills Ltd., have been alleged to have evaded excise duty in respect of equipment purchased under an ADB /World Bank Scheme funded by the Bank. Penalty was imposed on the Bank in respect of these machinery purchased. Presently stay has been obtained on the penalty imposed and the appeals are pending before CESTAT New Delhi.

12. Customs Duty Proceedings: Penalties were imposed on ICICI Bank for alleged customs duty

evasion by its borrowers Jaypee Cement Ltd., Rashtriya Chemicals & Fertilizers Ltd., Madras Aluminium Co. Ltd., Jindal Steel & Power Ltd. and Triveni Engineering Co. Ltd., in respect of equipment imported under ADB line of credit and funded by the Bank. All matters are presently under appeal before various forum.

13. On September 26, 2008, the Bank had purchased 11.04 acres of land on lease basis from Mahindra World City Limited Jaipur against premium of ₹ 71.8 million. As per the advice of the Lessor, the stamp duty of ₹ 5.3 million plus registration charges as applicable for use of the said land for industrial/manufacturing activities, were paid by the Bank for registration of the Lease Deed. Later, the Audit wing of the Government scrutinized the transaction and observed that it was related to Commercial activities, whereas, the stamp duty paid was as applicable to Industrial/ Manufacturing activities. Accordingly, the Collector Stamps, Jaipur issued a show cause notice dated October 12, 2012, for ₹16.4 million plus penalty as difference of/deficit in stamp duty already paid. The notice was responded stating that as per the lease terms the property is to be used only for industrial activities and is being used for Core business facilities, which means Data Centre, back office and the supportive activities which are neither commercial in nature nor any other commercial activity is being performed. Therefore, the allegation was not justified. The matter was finally closed in Bank’s favour by the Collector Stamp on July 21, 2017 with no financial liability. The Sub-Registrar-I Sanganer, against this order, filed a Revision no 1640/2017 before the “Rajasthan Tax Board” Ajmer which is being contested and now fixed on December 10, 2021 for reply and arguments.

14. The Bank became aware in March 2018 of an anonymous whistle blower complaint alleging incorrect asset classifications stemming from claimed irregular transactions in borrower accounts, incorrect accounting of interest income and non-performing asset recoveries as fees, and overvaluation of collateral securing corporate loans. The allegations related to fiscal 2016 and earlier. The Bank conducted an internal enquiry of these allegations under its Whistle Blower Policy, which was carried out by the Head of the Internal Audit Group and supervised directly by the Audit Committee, without the involvement of any other member of the Bank’s senior management. The enquiry resulted in an Interim Report that was reviewed in detail by the Audit Committee and was disclosed to the statutory auditors before the finalization of the accounts for the year ended March 31, 2018 and has been submitted to the Reserve Bank of India. In certain loan accounts, transactions were observed that may have delayed the classification of the account as non-performing in earlier years. Therefore, the Audit Committee of the Board directed the Bank to review certain additional accounts for any similar irregular transactions as alleged in the complaint. Based on the Interim Report and review undertaken for additional loan accounts, the Bank concluded that the likely impact of these allegations was not material to the financial statements for the year ended March 31, 2018 or earlier periods included in that annual report. The Bank has, since April 2016, implemented enhanced internal controls, relating to review of loan accounts which satisfy certain threshold parameters, primarily relating to size, credit rating and days-past-due, for identification of non-performing assets. Since then, the Bank has received some additional information relating to these matters. The Bank has assessed and concluded that the likely impact of this additional information is not material to the financial statements for the year ended March 31, 2019 or for earlier periods. The Bank, at the direction of the Audit Committee and with the assistance


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of external counsel, is continuing to investigate all of the allegations, including the additional information. In the event that the Bank or individuals associated with the Bank are found to have violated applicable laws or regulations, the Bank or individuals associated with the Bank could become subject to legal claims and regulatory sanctions that may materially and adversely affect our results of operations, financial condition and reputation. In addition, as a large and internationally active bank with operations and listing of its equity and debt instruments in multiple jurisdictions, the Bank is regularly engaged with regulators, including the United States Securities and Exchange Commission (“SEC”), on a range of matters, including regarding the above allegations. Even before these allegations, the Bank has been responding to requests for information from the SEC investigatory staff regarding an enquiry relating to the timing and amount of the Bank’s loan impairment provisions taken under U.S. GAAP. The Bank evaluates loans for impairment under U.S. GAAP for the purpose of preparing the annual footnote reconciling the Bank’s Indian GAAP financial statements to U.S. GAAP. The Bank had voluntarily complied with all requests of the SEC investigatory staff for on the matter. On October 27, 2020, the Bank received communication from the United States Securities and Exchange Commission (“SEC”) that they have concluded their investigation into the Bank’s loan impairment provisions under US GAAP and that the SEC does not intend to take any enforcement action against the Bank. SEBI issued a Show Cause Notice dated January 30, 2020 received by us on February 11, 2020, wherein they have alleged that the Bank has failed to provide appropriate protection against victimisation of the complainant and thus violated the provisions of Regulation 22(2) of the SEBI LODR Regulations, 2015. The Bank submitted its reply to the SCN on March 23, 2020. To bring closure to the matter, on July 17, 2020, the Bank has submitted a settlement application with SEBI under Securities and Exchange Board of India (Settlement Proceedings) Regulations, 2018. SEBI issued a Settlement Order dated January 29, 2021 mentioning that the adjudication proceedings in the said matter is disposed of in terms of section 15JB of the SEBI Act, 1992 read with regulation 23 (1) of the Settlement Regulations on the basis of the settlement terms.

15. The Bank in its capacity as the Designated Depository Participant (“DDP”) has received a show-cause notice (SCN) dated December 28, 2020 from SEBI (received on December 31, 2020), for alleged violation SEBI (Foreign Portfolio Investors) Regulations, 2019/2014 and other related guidelines. SEBI vide the SCN has alleged that the Bank (as DDP) did not report to SEBI the delay in intimation of change in grouping information of two FPIs, where the delay was beyond six months and the Bank did not enquire from the FPI as to since when the two FPIs had common control. On May 15, 2021 the Bank had submitted its detailed response to the SCN to SEBI. Pursuant to the submission of response on May 17, 2021 personal hearing was held and on May 21, 2021 additional submission was made by the Bank to SEBI. After considering the detailed/ additional submissions made by the Bank, SEBI issued and Adjudication Order on June 29, 2021 wherein SEBI had dropped the charges against the Bank.

16. The board of directors of the Bank has, pursuant to an independent enquiry, taken action against the former Managing Director and CEO. In the event the Bank is found by any of the enquiries in the matter by government and regulatory agencies to have violated applicable laws or regulations, the Bank could become subject to legal and regulatory sanctions that may materially and adversely affect our results of operations or financial condition and reputation.

The Audit Committee under direction given by the Board of Directors of the Bank instituted an independent enquiry, to consider various allegations relating to the former Managing Director and Chief Executive Officer, Ms. Chanda Kochhar. The allegations levelled against Ms. Kochhar included nepotism, quid pro quo and claims that Ms. Kochhar, by not disclosing


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conflicts of interest caused by certain transactions between certain borrowers of the Bank and entities controlled by Ms. Kochhar’s spouse, committed infractions under applicable regulations and the Bank’s Code of Conduct. The enquiry was supported by an external counsel and a forensic firm. Ms. Kochhar had proceeded on a leave of absence following the institution of the enquiry. On October 4, 2018, the Board of Directors, accepted the request of Ms. Kochhar to seek early retirement from the Bank with immediate effect, while noting that the enquiry would remain unaffected and certain benefits would be subject to its outcome.

The Board of Directors considered the enquiry report on its receipt at its meeting held on January 30, 2019. Following the receipt of the enquiry report and the conclusions thereat, the Board of Directors decided to treat the separation of Ms. Chanda Kochhar from the Bank as a ‘Termination for Cause’ under the Bank’s internal policies, schemes and the Code of Conduct, with all attendant consequences (including revocation of all her existing and future entitlements such as any unpaid amounts, unpaid bonuses or increments, unvested and vested and unexercised stock options, and medical benefits), and required the clawback of all bonuses paid from April 2009 until March 2018.

In November 2019, Ms Chanda Kochhar had filed a Writ Petition in the Bombay High Court inter alia to uphold validity of her early retirement and challenging the separation being treated by the Bank as ‘Termination for Cause’ and its attendant consequences. The Writ Petition was dismissed by the Bombay High Court as not maintainable. Ms. Chanda Kochhar filed a special leave petition (“SLP”) in the Supreme Court against the Bombay High Court judgment dismissing the Writ Petition. The SLP was dismissed by the Supreme Court. Separately, in January 2020, the Bank instituted a recovery suit against Ms Chanda Kochhar for inter alia the clawback of bonus paid from April 2009 to March 2018. In the event Ms. Chanda Kochhar continues to contest the actions taken by the Board of Directors of the Bank in a court of competent jurisdiction, the Bank could incur additional costs, negative publicity and be subject to the outcome of judicial review of such actions.

Enquiries by government authorities and regulatory agencies in the matter are continuing and the Bank has a cooperative posture for such enquiries and requests emanating from such authorities and agencies. The Securities and Exchange Board of India (“SEBI”) issued a show-cause notice to Ms. Kochhar and to the Bank in May 2018 in relation to the allegations. In November 2020, SEBI, issued a modified show cause notice to the Bank. Due responses has been submitted by the Bank to both the show cause notices. The Central Bureau of Investigation (“CBI”) had also initiated a preliminary enquiry and in January 2019, the CBI filed a first information report against Ms. Chanda Kochhar, her spouse and certain borrowers of the Bank and their promoters, accusing them of cheating the Bank. The first information report states that certain individuals, who were on the board of directors of the Bank and were part of committees (that sanctioned credit facilities to the concerned borrower group when the alleged transactions occurred), may also be investigated. These include the present Managing Director and Chief Executive Officer of the Bank and the present Managing Director of the Bank’s life insurance subsidiary. Authorities such as the Enforcement Directorate and Income-tax authorities are also probing the matter.

In the event that the Bank is found by SEBI or the CBI or by any other authority or agency to have violated applicable laws or regulations, the Bank could become subject to legal and regulatory sanctions that may materially and adversely affect our reputation and may impact results of operations or financial condition.

The Audit Committee of the Bank oversaw an independent enquiry into certain allegations made in March 2018 that the Bank incorrectly classified certain assets, incorrectly accounted for interest income and recoveries from non-performing assets as fees, and improperly valued loan collateral, which was concluded in fiscal 2021. If any additional or new information


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emerges relating to such practices and such additional or new information serves to establish any violation of applicable laws or regulations by the Bank or individuals associated with the Bank, the Bank or individuals associated with the Bank could become subject to legal claims and regulatory sanctions that may materially and adversely affect our results of operations, financial condition and reputation.

The Bank became aware in March 2018 of an anonymous whistleblower complaint alleging incorrect asset classifications, incorrect accounting of interest income and non-performing asset recoveries as fees, and overvaluation of collateral securing corporate loans. The allegations related to fiscal 2016 and earlier. The Bank conducted an internal enquiry of these allegations under its Whistle Blower Policy. The report of such internal enquiry was reviewed by the Audit Committee, disclosed to the statutory auditors before the finalization of the accounts for the year ended March 31, 2018, and submitted to the Reserve Bank of India. Based on the report and review undertaken for additional loan accounts, the Bank concluded that the likely impact of these allegations was not material to the financial statements for the year ended March 31, 2018 or earlier periods included in that annual report. After that, the Bank had received some additional information relating to these matters. The Bank had assessed and concluded that the likely impact of this additional information was not material to the financial statements for the year ended March 31, 2020 or earlier periods presented in this Annual Report. The Bank, at the direction of the Audit Committee, engaged external counsels (supported by a forensic firm) to investigate all of the allegations, including the additional information and related matters, which investigation has since been completed. The Audit Committee has reviewed the findings of the investigations, which corroborated the findings of the Bank’s internal enquiry, affirmed the Bank’s internal controls were satisfactory and made certain suggestions for further enhancements, which have been since implemented. The Bank has assessed and concluded that the findings of the investigations are not material to the financial statements for the year ended March 31, 2021 or the prior periods.

If any additional or new information emerges relating to such practices, and such additional or new information serves to establish any violation of applicable laws or regulations by the Bank or individuals associated with the Bank, the Bank or individuals associated with the Bank could become subject to legal claims and regulatory sanctions that may materially and adversely affect our results of operations, financial condition and reputation.

In addition, as a large and internationally active bank with operations and securities listed in multiple jurisdictions, the Bank is regularly engaged with regulators, including the United States Securities and Exchange Commission (“SEC” or “Commission”), on a range of matters, including regarding the above allegations. Even before these allegations, the Bank had been responding to requests for information from the SEC investigatory staff regarding an enquiry relating to the timing and amount of the Bank’s loan impairment provisions taken under U.S. GAAP. The Bank evaluates loans for impairment under U.S. GAAP for the purpose of preparing the annual footnote reconciling the Bank’s Indian GAAP financial statements to U.S. GAAP. The Bank has voluntarily complied with all requests of the SEC investigatory staff for information regarding, inter alia, the above allegations. During the year-ended March 31, 2021, the SEC investigatory staff notified the Bank that it had concluded its investigation and did not intend to recommend an enforcement action by the Commission.


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Annexure 2

Disclosures under Form PAS -4 pursuant to Section 42 and Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014

A. General Information:

1. Name, address, website and other contact details of the Company, indicating both registered

office and the corporate office:

Please refer to Paragraph A of Part A of this Shelf Placement Memorandum. 2. Date of incorporation of the Company:

Issuer was incorporated on May 28, 1999 3. Business carried on by the Company and its subsidiaries with the details of branches or units,

if any: Please refer to Paragraph B of Part A of this Shelf Placement Memorandum.

4. Brief particulars of the management of the Company

Please refer to Paragraph B of Part A of this Shelf Placement Memorandum.

5. Names, addresses, DIN and occupations of the current Directors:

Please refer to Paragraph H of Part A of this Shelf Placement Memorandum. 6. Management’s perception of risk factors:

Prospective Debenture Holders should carefully consider the risks described below, in addition to the other information contained in this Shelf Placement Memorandum before making any investment decision relating to the NCDs. The occurrence of any of the following events could have a material adverse effect on our business operations, financial results and prospects. Prior to making an investment decision, prospective Debenture Holders should carefully consider all the information contained in this Shelf Placement Memorandum, including financial statements prepared in accordance with applicable laws and included in Annexure 5 of this Shelf Placement Memorandum.

Unless otherwise stated in the relevant risk factors set forth below, we are not in a position to specify or quantify the financial or other implications of any of the risks mentioned herein.

(i) Internal Factors: We are subject to credit, market and liquidity risk which may have an adverse effect on our credit ratings and our cost of funds.

To the extent any of the instruments and strategies we use to hedge or otherwise manage our exposure to market or credit risk are not effective, we may not be able to effectively mitigate our risk exposures in particular market environments or against particular types of risk. Our


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balance sheet growth will be dependent upon economic conditions, as well as upon our ability to securitize, sell, purchase or syndicate particular loans or loan portfolios.

Our earnings are dependent upon the effectiveness of our management of migrations in credit quality and risk concentrations, the accuracy of our valuation models and our critical accounting estimates and the adequacy of our allowances for loan losses. To the extent our assessments, assumptions or estimates prove inaccurate or not predictive of actual results, we could suffer higher than anticipated losses. The successful management of credit, market and operational risk is an important consideration in managing our liquidity risk because it affects the evaluation of our credit ratings by rating agencies. Rating agencies may reduce or indicate their intention to reduce the ratings at any time. The rating agencies can also decide to withdraw their ratings altogether, which may have the same effect as a downgrade in our ratings. Any downgrade in our ratings (or withdrawal of ratings) may increase our borrowing costs, limit our access to capital markets and adversely affect our ability to sell or market our products, engage in business transactions, particularly longer-term or retain our customers. This, in turn, could reduce our liquidity and negatively impact our operating results and financial condition. The value of our collateral may decrease or we may experience delays in enforcing our collateral when borrowers default on their obligations to us, which may result in failure to recover the expected value of collateral security exposing us to a potential loss. All our loans to retail customers and corporates are secured primarily by real estate assets. Changes in real estate prices may cause the value of the security provided to us to decline and we may not be able to realize the full value of the security as a result of delays in foreclosure proceedings and bankruptcy, defects or deficiencies in the perfection of the security (including due to inability to obtain approvals that may be required from various persons, agencies or authorities), fraudulent transfers by borrowers and other factors, including current legislative provisions or changes thereto and past or future judicial pronouncements. Failure to recover the expected value of the security could expose us to potential losses, which could adversely affect our business. Further deterioration of our non-performing asset portfolio and an inability to improve our provisioning coverage as a percentage of gross non-performing assets could adversely affect our business. Although we believe that our total provisions will be adequate to cover all known losses in our asset portfolio, there can be no assurance that there will be no deterioration in the provisioning coverage as a percentage of gross non-performing assets or otherwise or that the percentage of non-performing assets that we will be able to recover will be similar to our past experience of recoveries of non-performing assets. In the event of any further deterioration in our non-performing asset portfolio, there could be an adverse impact on our business and our future financial performance.

Fraud and significant security breaches in our computer system and network infrastructure could adversely impact our business. Our business operations are based on a high volume of transactions. Although we take adequate measures to safeguard against system-related and other fraud, there can be no assurance that we would be able to prevent fraud. Our reputation could be adversely affected by fraud committed by employees, customers or outsiders. Physical or electronic break-ins, security breaches, other disruptive problems caused by our increased use of the Internet or power disruptions could also affect the security of information stored in and transmitted


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through our computer systems and network infrastructure. Although we have implemented security technology and operational procedures to prevent such occurrences, there can be no assurance that these security measures will be successful. A significant failure in security measures could have a material adverse effect on our business. System failures could adversely impact our business. Given the nature of business, retail products and services, the importance of systems technology to our business is very significant. Any failure in our systems could significantly affect our operations and the quality of our customer service and could result in business and financial losses. As a mitigation tool we have in place the Business Continuity Plan and implementing the Disaster Recovery (DR) setup of the critical applications. We also have redundant and resilient network connections to the branches/offices to address / minimize the impact of loss due to system failures. We depend on the accuracy and completeness of information about customers and counterparties. In deciding whether to extend credit or enter into other transactions with customers and counterparties, we may rely on information furnished to us by or on behalf of customers and counterparties, including financial statements and other financial information. Affordable segment customer which is a major part of our lending also do not always have prior credit history. We may also rely on certain representations as to the accuracy and completeness of that information and, with respect to financial statements, on reports of independent auditors. For example, in deciding whether to extend credit, we may assume that a customer’s audited financial statements conform with generally accepted accounting principles and present fairly, in all material respects, the financial condition, results of operations and cash flows of the customer. Any inability to attract and retain talented professionals may adversely impact our business. Our business is growing with both product line expansion and geographic expansion. Our continued success depends in part on the continued service of key members of our management team and our ability to continue to attract, train, motivate and retain highly qualified professionals is a key element of our strategy and we believe it to be a significant source of competitive advantage. The successful implementation of our growth strategy depends on the availability of skilled management. If we fail to staff our operations appropriately, or lose one or more of our key senior executives or qualified young professionals and fail to replace them in a satisfactory and timely manner, our business, financial condition and results of operations, including our control and operational risks, may be adversely affected. Likewise, if we fail to attract and appropriately train, motivate and retain young professionals or other talent, our business may likewise be affected. Our inability to attract and retain talented professionals or the loss of key management personnel could have an adverse impact on our business.

Negative publicity could damage our reputation and adversely impact our business and financial results. Reputation risk, or the risk to our business, earnings and capital from negative publicity, is inherent in our business. The reputation of the financial services industry in general has been closely monitored as a result of the financial crisis and other matters affecting the financial services industry. Negative public opinion about the financial services industry generally or us specifically or our parent company could adversely affect our ability to keep and attract


90

customers, and expose us to litigation and regulatory action. Negative publicity can result from our actual or alleged conduct in any number of activities, including lending practices and specific credit exposures, corporate governance, regulatory compliance, mergers and acquisitions, and related disclosure, sharing or inadequate protection of customer information, and actions taken by government, regulators and community organizations in response to that conduct. We are also exposed to the risk of litigation by customers across our businesses. We are involved in various litigations. Any final judgment awarding material damages against us could have a material adverse impact on our future financial performance. We are often involved in litigations for a variety of reasons, which generally arise because we seek to recover our dues from borrowers or because customers seek claims against us. The majority of these cases arise in the normal course of business and we believe, based on the facts of the cases and consultation with counsel, that these cases generally do not involve the risk of a material adverse impact on our financial performance. NCDs are subject to taxation requirements Potential purchasers and sellers of the NCDs should be aware that they may be required to pay taxes in accordance with the laws and practices of India. Further, in certain cases, Issuer may be required to make tax deductions in respect of any payments. It is not possible to predict the precise tax treatment which will apply at any given time and independent tax advisers should be consulted for tax incidence. Unaudited Financial Results/Statements

We release our audited financial results/statements on an annual basis, after the end of the relevant financial year. The financial details provided in this Shelf Placement Memorandum, for the quarter ending June 30, 2021, are provided on the basis of the unaudited financial results for the quarter ended June 30, 2021 and the same may vary from the audited financial statement.

(ii) External Factors A prolonged slowdown in economic growth or elevated level of interest rates may impact our business Economic growth in India is influenced by several factors, including inflation, interest rates, government policies, and external trade and capital flows. A prolonged slowdown in the Indian economy could adversely affect our business and borrowers. The scenario may lead to a situation of defaults and put pressure on asset quality. In such situation, the prolonged elevated level of interest rates coupled with increasing non-performing assets may impact the Issuer’s cost of funds and in turn the net interest margin. Our business is very competitive and our strategy depends on our ability to respond to regulatory changes across financial sector and compete effectively. Within the mortgage finance market, we face intense competition from commercial banks, mortgage finance companies and other non-banking finance companies including new entrants.


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Any volatility in housing or real estate prices may have an adverse impact on our business and our growth strategy. We are primarily engaged in the business of housing finance, and as such are exposed to the effects of volatility in housing and real estate prices. Any sudden or sharp movement in housing prices may adversely affect the demand for housing and housing finance and the quality of our portfolio which may have an adverse impact on our business and growth strategy. The enhanced supervisory and compliance environment in the financial sector increases the risk of regulatory action. The laws and regulations or the regulatory or enforcement environment in India may change at any time and may have an adverse effect on the products or services we offer, the value of our assets or of the collateral available for our loans or our business in general. Regulatory authorities from time to time have instituted several changes in regulations applicable to housing finance companies, including changes in risk-weights on certain categories of loans for computation of capital adequacy, changes in general provisioning requirements for various categories of assets and change in capital requirements. Similar changes in future could have an adverse impact on our growth, capital adequacy and profitability. In addition to be regulated as a housing finance company, being a wholly owned subsidiary of a banking entity we are subject to a variety of banking, and financial services laws, regulations and regulatory policies and a large number of regulatory and enforcement authorities. Since the global financial crisis in the past, regulators in India have intensified their review, supervision and scrutiny of many financial institutions viewing them as presenting a higher risk profile than in the past, in a range of areas. This increased review and scrutiny or any changes in the existing regulatory supervision framework, increases the possibility that we will face adverse legal or regulatory impact. Regulators may have qualifications/ reservations on compliance status of company with applicable laws, regulations, accounting norms or regulatory policies, or with their interpretations of such laws, regulations or regulatory policies, and may take formal or informal actions against us. Despite our best efforts to comply with all applicable regulations, there are a number of risks that cannot be completely controlled. We cannot predict the timing or form of any current or future regulatory or law enforcement initiatives, which are increasingly common for international banks and financial institutions, but we would expect to cooperate with any such regulatory initiatives.

Natural calamities, pandemics and climate change could adversely affect the Indian economy and our business. India has experienced natural calamities like earthquakes, floods and drought in the past. The extent and severity of natural calamities and pandemic determine their impact on the Indian economy, and our operations.

7. Details of default in payments, if any, including the amounts involved, duration of default and

present status, in repayment of- (a) statutory dues; (b) debentures and interest thereon; (c) deposits and interest thereon; (d) loan from any bank or financial institution and interest thereon;

Statutory Dues NA Debenture and interest thereon NA Deposits and interest thereon NA


92

Loans from banks and financial institutions and interest thereon

NA

8. Name, designation address, phone number and e-mail ID of the nodal/ compliance officer of

the Issuer, if any, for the private placement offer process;

Priyanka Shetty, Company Secretary ICICI Home Finance Company Limited ICICI HFC Tower, Andheri Kurla Road, JB Nagar, Andheri (E) Mumbai – 400 059 Phone: 022-40093457 Email id: [email protected]

9. Any Default in annual filings of the Issuer under the Companies Act, 2013 or the rules made

thereunder:

None B. PARTICULARS OF THE OFFER 1. Financial position of the Issuer for the last 3 financial years

The abridged version of the financial information for the last 3 financial years is enclosed as Annexure 5 of this Shelf Placement Memorandum.

2. Date of passing of board resolution:

The Board passed a resolution on April 22, 2021 authorizing the Issuer to issue secured or unsecured NCDs/Bonds for an aggregate amount not exceeding ₹ 35.00 billion for one year from the date of approval of shareholders meeting in accordance with the terms of the Companies Act, 2013.

The Board constituted committee of directors at its meeting held on September 8, 2021 approved issuance of secured and/unsecured, rated, redeemable NCDs, for upto ₹ 25.88 billion, under various tranches.

3. Date of passing of resolution in the general meeting, authorizing the offer of securities:

Pursuant to Section 42 and Section 71 of the Companies Act, 2013, and rules made thereunder, the shareholders of the Issuer in its meeting held on June 4, 2021 passed the resolution authorizing borrowing not exceeding ₹ 35.00 billion through issuance of secured or unsecured NCD’s during the period of one year from the date of passing the resolution.

4. Kinds of securities offered (i.e. whether share or debentures) and class of security; the total number of shares or securities to be issued:

As set out in the Supplemental Placement Memorandum.

5. Price at which the security is being offered including the premium if any, along with the

justification of the price:



93

6. Name and address of the valuer who performed the valuation of the security offered, and basis on which the price has been arrived at along with report of the registered valuer:

Not Applicable.

7. Relevant date with reference to which the price has been arrived at:

Not Applicable

8. The class or classes of persons/eligible investors to whom the allotment is proposed to be

made:

I. companies, body corporates, financial institutions, non-banking financial company, statutory corporations;

II. scheduled commercial banks including but not restricted to commercial, private, foreign, co-operative and regional rural banks;

III. pension funds/ provident funds/ superannuation funds or gratuity funds, private trusts, as may be permitted by respective rules and guidelines of such funds/ trusts;

IV. registered societies; V. partnership firms; VI. Hindu Undivided Families (HUFs); VII. high net worth individuals; VIII. insurance companies; IX. mutual funds; X. portfolio managers registered with SEBI; and XI. any other investor permitted to invest in the NCDs.

9. Intention of promoters, directors or key managerial personnel to subscribe to the offer

(applicable in case they intend to subscribe to the offer) Not Applicable in case of non-convertible debentures.

10. The proposed time within which the allotment shall be completed:

Shall be disclosed in the Supplemental Placement Memorandum.

11. The names of the proposed allottees and the percentage of post private placement capital that

may be held by them Not Applicable

12. The change in control, if any, in the Issuer that would occur consequent to the private placement: Not Applicable

13. The number of persons to whom allotment on preferential basis/private placement/rights issue

has already been made during the year (April 1, 2021 to June 30, 2021) in terms of number of securities as well as price: Not Applicable as no private Placement from April 01, 2021 to June 30, 2021.

14. The justification for the allotment proposed to be made for consideration other than cash together with the valuation report of the registered valuer:


94

Not Applicable 15. Amount the Issuer intends to raise by way of proposed offer of securities:

By way of this Shelf Placement Memorandum the Issuer intends to raise NCDs aggregating upto ₹ 2,588 crores over 1 year from the date of opening of the first offer of debt securities under this Shelf Placement Memorandum, under various tranches, the details of which shall be set out in detail in the Supplemental Placement Memorandum.

16. Terms of raising of securities: Duration, if applicable, rate of dividend or rate of interest, mode

of payment and repayment.

The Issue specific terms viz. duration / tenor, rate of interest, mode of payment and repayment etc. would be communicated to the Exchange prior to opening of each respective tranche through Supplemental Placement Memorandum.

17. Proposed time schedule for which the private placement offer cum application letter is valid:

The Shelf Placement Memorandum filed would be valid for a period of 1 year from the date of opening of the first offer of debt securities under this Shelf Placement Memorandum, or issuance of upto ₹ 2,588 crores of NCDs whichever is earlier.

18. Purposes and objects of the offer:

As set out in the Supplemental Placement Memorandum. 19. Contribution being made by promoters or directors either as a part of the offer or separately in

furtherance of such objects:

Directors/promoters of the Issuer may or may not invest in the NCDs being issued pursuant to the Shelf Placement Memorandum. If a director/promoter subscribes to the NCDs being issued under this Shelf Placement Memorandum, then at time of subscribing to the NCDs such director/promoter shall furnish to the Issuer a declaration in writing to the effect that the subscription amount in relation to the NCDs is not being given out of funds acquired by him/her by borrowing or accepting from others. However, various group companies of the Issuer under the regulatory guidelines of their respective regulators engage in business of investment that includes investments in NCDs, such entities subject to compliance with applicable laws including Companies Act, 2013, may invest in the NCDs being issued under the purview of the Shelf Placement Memorandum either in primary market or through a purchase in the secondary market. It is however clarified that such investors will not get any preferential treatment in terms of allotment / interest rate/ issuance price.

20. Principle terms of assets charged as security, if applicable:


21. The details of significant and material orders passed by the Regulators, Courts and Tribunals

impacting the going concern status of the Issuer and its future operations:

None as on dated of this Shelf Placement Memorandum. 22. The pre-issue and post-issue shareholding pattern of the Issuer in the following format:


95

* ICICI Bank Limited holds 1,098,748,900 equity shares and 1100 equity shares are held by the Nominees, the beneficial interest of which is held by ICICI Bank Limited. **Given that the Issuer is issuing NCDs, there will be no change in the shareholding pattern of the Issuer post the issuance of the said NCDs. C. DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATION ETC. 1. Any financial or other material interest of the directors, promoters or key managerial personnel

in the offer and the effect of such interest in so far as it is different from the interests of other person:

Promoter, Directors or key managerial personnel of the Issuer may or may not invest in the NCDs being issued pursuant to Shelf Placement Memorandum. If the promoter, directors or key managerial personnel subscribe to the NCDs issued under this Shelf Placement Memorandum, subject to compliance of applicable laws then they shall have interest only to the extent of NCDs subscribed by them. It is however clarified that the promoter, Directors or key managerial personnel of the Issuer will get no preferential treatment in terms of allotment / interest rate/ issuance price and hence their interest will not be different from the interests of other persons subscribing to the Issue.

2. Details of any litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any promoter of the Issuer during the last three years immediately preceding the year of the issue of the private placement offer cum

Sl No.

Category Pre – Issue Post – Issue No. of shares

held % of

shareholding

No. of shares held

% of sharehold

ing A Promotors holding 1 Indian

Individuals - - - - Body corporate * 1,098,750,000 100 1,098,750,000 100 Sub Total 1,098,750,000 100 1,098,750,000 100

2 Foreign promoters

Sub-total (A) 1,098,750,000 100 1,098,750,000 100

B Non- promoters holdings 1 Institutional

investors - - - -

2 Non- institutional investors

- - - -

Private corporate bodies

- - - -

Directors and relatives

- - - -

Indian public - - - - Others (Including Non- resident Indians (NRIs)

- - - -

Sub- total (b) - - - - Grand Total 1,098,750,000 100 1,098,750,000 100


96

application letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed: -

As set out in Annexure 1 of this Shelf Placement Memorandum.

3. Remuneration of directors (during the current year and last three financial years):

(A) Independent directors are paid sitting fees for attending Board and committee meetings. Additionally profit related commission of ₹ 7,50,000/- is paid to each independent directors of the Issuer.

(B) No compensation / sitting fees has been paid to nominee directors of shareholder other

than remuneration paid to Managing Director & CEO. The details of the remuneration paid to Managing Director & CEO for last three financial years are given below:

Name Year Remuneration

(` million) Anirudh Kamani 2018-19 28.8 Anirudh Kamani 2019-20 74.61 Anirudh Kamani 2020-21 97.32

1. This includes special pay of Rs. 1,50,00,000/- and perquisite of Rs. 2,61,08,650/- on

ESOPs given by ICICI Bank). The remuneration paid to Anirudh Kamani, Managing Director & CEO exceeds the limit of 5% and overall limit as specified under Section 197 of the Companies Act, 2013. The Members of the Company at the Annual General Meeting held on June 5, 2020, by way of a special resolution approved the payment of remuneration exceeding the said limits.

2. This includes perquisite value of ESOPs, granted by ICICI Bank in earlier years and exercised in the current year, amounting to Rs. 68,081,776/-. The remuneration paid to Anirudh Kamani, Managing Director & CEO exceeds the limit of 5% and overall limit as specified under Section 197 of the Companies Act, 2013. The Members of the Company at the Annual General Meeting held on June 4, 2021, by way of a special resolution approved the waiver of recovery of excess Managerial remuneration paid to him.

4. Details of related party transactions during the last three financial years immediately preceding

the year of issue of private placement offer cum application letter including with regard to loans made or, guarantees given or securities provided:

As set out in Annexure 3 of the Shelf Placement Memorandum.

5. Summary of reservations or qualifications or adverse remarks of auditors: (in the last five

financial years immediately preceding the year of issue of private placement offer cum application letter and of their impact on the financial statements and financial position of the Issuer and the corrective steps taken and proposed to be taken by the Issuer for each of the said reservations or qualifications or adverse remark):

Nil

6. Details of any inquiry, inspections or investigations initiated or conducted under the Companies

Act, 2013 or any previous company law (in the last three years immediately preceding the year of circulation of private placement offer cum application letter in the case of Issuer and all of its


97

subsidiaries), and if there were any prosecutions filed (whether pending or not), fines imposed, compounding of offences in the last three years immediately preceding the year of private placement offer cum application letter and if so, section wise details thereof for the Issuer and all of its subsidiaries:

Nil

7. Details of acts of material frauds committed against the Issuer in the last three years, if any, and

if so, the action taken by the Issuer.

No material frauds have been committed against the Issuer in the last 3 (three) years. D. FINANCIAL POSITION OF THE ISSUER (i) Capital structure at June 30, 2021 (ii) Authorised, issued, subscribed and paid up capital (number of securities, description and

aggregate nominal value):

Particulars

Aggregate nominal value ` in billion

Share Capital

(a) Authorized share capital: 24.00


15000000 Preference Shares of Rs.10/- each 0.15

(b) size of present offer1 Not Applicable

(c) Issued, Subscribe and Paid-up Share Capital


(A) after the offer 1098750000 Equity shares of Rs.10/- each 10.99

(B) after conversion of convertible instruments NA

(d) Share premium account (before and after the offer) Nil 1 Under the current Shelf Placement Memorandum the Issuer is not raising any capital, the Issuer is raising funds only in form of debt, and consequently point b is marked as not applicable. 1. Size of the Present Offer:

By way of this Shelf Placement Memorandum the Issuer intends to raise NCDs aggregating upto � 2,588.00 crore under various tranches, over one year from date of opening of first offer, the details of which shall be set out in detail in the Supplemental Placement Memorandum.

The Issue specific terms viz. duration / tenor, rate of interest, mode of payment and repayment etc. would be communicated to the Exchange prior to opening of each respective tranche through Supplemental Placement Memorandum.

2. Paid Up Capital: (a) After the Offer; (b) After conversion of convertible securities:


98

This issuance of NCDs will not alter the paid-up capital of the Issuer

3. Share Premium Account: (a) Before the Offer; (b) After the Offer This issuance of NCDs will not alter the Share Premium Account of the Issuer

4. Details of the existing share capital of the Issuer with regard to each allotment, the date of allotment, the number of shares allotted, the face value of the shares allotted, the price and the form of consideration:

Sr. No

Date of Allotment

No. of Shares Allotted

Face Value

Allotment

Price

Form of Consider

ation

Cumulative

No of Equity Shares

Equity Share Capital

1 June 19,1999 700 10 10 Cash 700 7000

2 November 22, 1999 19,999,300 10 10

Bank Transfer

2,00,00,000 200,000,000

3 September 29, 2000


95,000,000 950,000,000

4 October 4, 2001


115,000,000 115,00,00,000

5 December 28, 2004


140,000,000 140,00,00,000

6 August 20, 2005

500 10 10 Bank Transfer

140,000,500 140,00,05,000

7 August 20, 2005


183,75,0000 183,75,00,000

8 March 31, 2006 100,000,000 10 10

Bank Transfer

283,75,0000 283,75,00,000

9 December 12, 2007

500,000,000 10 10 Bank Transfer

783750000 783,75,00,000

10 June 10, 2008 250,000,000 10 10 Bank Transfer

1,033,750,000 1033,75,00,000

11 December 29, 2008


1,083,750,000 1083,75,00,000

12 March 14, 2009


1,098,750,000 1098,75,00,000

Total 1,098,750,000

5. The Issuer has not issued/allotted any shares (including any shares for consideration other than

cash) in the last one year preceding the date of the offer letter. 6. Profits of the Issuer, before and after making provision for tax, for the three financial years

immediately preceding the date issue of private placement offer cum application letter: (` millions)


99

March 2020 and March 2019 information are based on Ind AS and March 2018 is reported as per erstwhile Indian GAAP.

7. Dividends declared in respect of the said three financial years and interest coverage ratio for

the last three years (Cash profit after tax plus interest paid/interest paid): (` millions)

Particulars Financial Year ended March 31, 2021 (Audited)

Financial Year ended March 31, 2020 (Audited)


Dividend declared for the year (excluding DDT)

- - 44.1*

Interest Coverage Ratio (times) 1.03 1.02 1.06

* Dividend declared for the year FY-2019 has been paid during FY-2020

8. A summary of the financial position of the Company as in the three audited balance sheets

immediately preceding the date of issue of this Shelf Placement Memorandum.

Relevant details have been set out in Annexure 5 of this Shelf Placement Memorandum.

9. Audited cash flow statements for the three years immediately preceding the date of circulation of offer letter):

Relevant details have been set out in Annexure 5 of this Shelf Placement Memorandum.

10. Any change in accounting policies during the last three years and their effect on the profits and the reserves of the Company):

Effective April 1, 2018, the Issuer has adopted all the Indian Accounting Standards (Ind AS) and the adoption was carried out in accordance with Ind AS 101 “First time adoption of Indian Accounting Standards”, with April 1, 2017 being the transition date. Till FY2018, the Issuer was preparing its financials based on erstwhile Indian GAAP and there had been no change in accounting policies followed by the Issuer until FY 2018.

11. Mode of Payment for Subscription.

I. Cheque: Non-Applicable

II. Demand Draft: Non-Applicable

III. Other Banking Channels: Electronic mode

Parameters Financial Year ended March 31, 2021 (Audited)



Profit Before Tax 326.4 258.9 630.9

Profit After Tax 216.7 2.8 440.9

Total Comprehensive Income 1,173.0 (136.9) (276.1)


100

12. Applicant Details Details of Applicants for each Tranche/ Series of NCDs shall be identified in the Supplemental Placement Memorandum to be issued with respect to the relevant Tranche/ Series of NCDs.


101

Annexure 3 Related Party Transactions DETAILS OF OUTSTANDING BALANCE WITH RELATED PARTIES:

(` in millions)

Particulars

Name of the related

party

Nature of relationship

At March 31,

2021

At March 31,

2020

At March 31,

2019 Bank balances (including fixed deposits and interest accrued thereon)

ICICI Bank Limited

Holding company

6,417.2 128.9 83.7

Interest receivable

ICICI Bank Limited

Holding company

- - -

Other receivables

ICICI Bank Limited

Holding company

66.6 52.8 135.6

I Process service (I) Private Limited

Associate of holding company

0.1 - -

Investment in equity shares (at cost)

India Infradebt Limited


- - -

Fee receivable

ICICI Bank Limited

Holding company

- - -

ICICI Lombard General Insurance Company Limited

Fellow subsidiary

2.5 31.0 11.9

ICICI Prudential Life Insurance Company Limited

Fellow subsidiary

14.6 4.8 2.8

Loan receivable from KMP (staff loan and home loan) and their relatives

Anirudh Kamani

Key Managerial Personnel

27.7 29.8 31.7

Equity share capital

ICICI Bank Limited

Holding company

10,987.5 10,987.5 10,987.5


102

Loans ICICI Bank Limited

Holding company

2,400.0 5,000.0 1,000.0

Bank/Book overdraft in current accounts

ICICI Bank Limited

Holding company

2.093.3 1,095.7 3,272.3

Amount collected from borrowers pending to be transferred (for portfolio sold)

ICICI Bank Limited

Holding company

812.6 448.9 -

MTM payable

ICICI Bank Limited

Holding company

434.5 90.1 964.6

Bonds ICICI Prudential Life Insurance Company Limited

Fellow subsidiary

- - -


Fellow subsidiary

2,100.0 2,100.0 -


Fellow subsidiary

- - -

Anup Bagchi Key Managerial Personnel

10.2 10.2 -

Interest payable on bonds



51.5 52.4 -


Fellow subsidiary

- - -


Fellow subsidiary

- - -


0.8 0.5 -

Fee payable ICICI Bank Limited

Holding company

8.1 9.5 6.2


103


Fellow subsidiary

0.6 - 1.6

Other payables (Including on account of expenses)

ICICI Bank Limited

Holding company

27.0 96.9 172.0


Fellow subsidiary

- - 1.3


Fellow subsidiary

1.2 2.5 3.4


Fellow subsidiary

- 3.0 2.4

ICICI Investment Management Company Limited

Fellow subsidiary

0.4 - -

ICICI Prudential Assets Management Company Limited

Fellow subsidiary

- - -



- 0.4 7.3

Fixed deposits

Anirudh Kamani


4.6 1.1 -

Nilima Goel Relatives of Key Managerial Personnel

1.1 1.0 -

Shivam Bakhshi

Relatives of Key Managerial Personnel of holding Company

3.2 3.2 1.5

Esha Bakhshi 2.6 1.6 1.0

Minal Bakhshi 2.2 0.7 *

Interest payable on FDs

Anirudh Kamani


0.3 * -


104


0.1 * -

Swap (notional principal)

ICICI Bank Limited

Holding company

23,154.8 24,329.5 26,843.8

Letter of comfort (utilised)

ICICI Bank Limited

Holding company

- - 7,060.0

Letter of undertaking (utilized)

ICICI Bank Limited

Holding Company

22,215.5 - -

Guarantee ICICI Bank Limited

Holding company

2.5 2.5 2.5

* Insignificant amount 1. The receivables/payables above are expected to be realised/settled in cash/cash equivalents during the regular course of business. 2. No impairment losses or allowances have been recorded during the period against 1.4balance outstanding with related party. Details of transactions with related parties:

(` in millions) Particulars Name of the

related party Nature of relation-ship

FY2021 FY2020 FY2019

Rent Income ICICI Bank Limited

Holding company

37.4 47.2 44.7

Anup Bangchi Key Managerial Personnel

0.2 - -

MTM gain on derivative deals

ICICI Bank Limited

Holding company

- * -

Expense recovery

ICICI Bank Limited

Holding company

12.0 14.7 21.5

I-Process Service (I) Pvt Ltd


- - -

Servicing fee ICICI Bank Limited

Holding company

14.4 1.3 0.1

Property service fee

ICICI Bank Limited

Holding company

- - -

Valuation fee ICICI Bank Limited

Holding company

- - -

Interest income on fixed deposits

ICICI Bank Limited

Holding company

0.2 0.2 0.2


105

Interest income on loans

Anirudh Kamani Key Managerial Personnel

1.0 1.1 0.8

Referral fees ICICI Lombard General Insurance Company Limited

Fellow subsidiary

32.1 77.1 24.3


Fellow subsidiary

44.7 19.6 19.8

Dividend Income

India Infradebt Limited


- - 0.9

Transfer for leave balance

ICICI Prudential Asset Management Company Limited

Fellow subsidiary

- * -

Property service fee

Anup Bagchi Director of the Company

- - 0.2

Servicing fee ICICI Bank Limited

Holding company

2.3 3.1 4.0

Collection cost (shared expenses)

ICICI Bank Limited

Holding company

30.4 231.1 233.2

Travel cost ICICI Bank Limited

Holding company

- - 8.0

Arranger fee paid

ICICI Bank Limited

Holding company

15.0 5.5 90.5

ICICI Securities Primary Dealership Limited

Fellow subsidiary

1.1 0.3 0.2


Fellow subsidiary

0.9 0.4 -

IT infrastructure cost (shared expenses)

ICICI Bank Limited

Holding company

32.8 24.5 42.6

Interest & other finance expenses (including hedging cost)

ICICI Bank Limited

Holding company

1,143.3 1,079.0 383.3

Sourcing Cost (Loans and Fixed Deposits)

ICICI Bank Limited

Holding company

24.5 55.4 23.6


Fellow subsidiary

8.8 21.1 7.7


106

ICICI Investment Management Company Limited

Fellow Subsidiary

10.5 - -

Fee expenses –Property Service

ICICI Bank Limited

Holding company

15.7 16.3 8.8


Fellow subsidiary

0.6 - 1.1

Donation paid ICICI Foundation for Inclusive Growth

Other related entity of holding company

2.5 29.5 45.4

Rent expenses ICICI Bank Limited

Holding company

- 4.3 13.7


Fellow subsidiary

- 2.0 19.1


Fellow subsidiary

0.4 0.4 2.4

Miscellaneous (IPA charges, LAS sourcing cost, operation cost, common corporate expenses and man power services.)

ICICI Bank Limited

Holding company

37.5 74.9 115.5



- 42.9 136.3


Fellow subsidiary

- - -

ICICI Prudential Assets Management Company Limited

- - -


Fellow subsidiary

- 0.2


Fellow subsidiary

- 0.5 1.5

Insurance premium


Fellow subsidiary

43.3 41.2 20.0


107


Fellow subsidiary

3.6 3.2 1.5

Remuneration1 Anirudh Kamani (w.e.f. November 1, 2017)


97.3 74.6 29.9

Rohit Salhotra (Upto October 31, 2017)


- - -

Interest expenses on deposits


0.3 * -


0.1 - -

Minal Bakhshi Relatives of Key Managerial Personnel of holding company

0.1 0.1 *

Shivam Bakhshi 0.3 0.2 * Esha Bakhshi 0.2 0.1 *

Contribution to provident fund (including employee contribution)

ICICI HFC Employees Provident Fund

Post-Employment benefit plan

101.9 92.0 45.8

Contribution to gratuity fund

ICICI HFC Employees Group Gratuity Scheme


24.5 13.3 0.3

Contribution to Superannuation Fund

ICICI HFC Employees Superannuation Schemes


0.3 - -

Sitting fees Dileep C Choksi Directors - 0.8 1.4

S Santhanakrishnan

- 0.8 1.6

Sankaran Santhanakrishnan

1.6 1.6 1.3

G Gopalakrishna 1.7 0.8 0.1 Vinod Kumar Dhall

1.5 0.6 0.1

MTM Loss on derivatives

ICICI Bank Limited

Holding company

- - 31.8

Royalty fees ICICI Bank Limited

Holding company

* - -


108

Shared based payment to employees

ICICI Bank Limited

Holding company

12.1 - -

Interest expenses on bonds


0.8 0.5 -


Fellow subsidiary

163.1 52.4 -


Fellow subsidiary

- - 34.0


Fellow subsidiary

- - -


Fellow subsidiary

- - 0.5

Dividend on equity shares

ICICI Bank Limited

Holding company

- 44.1 -

Sale of fixed assets

ICICI Bank Limited

Holding company

- - -

Purchase of fixed assets

ICICI Bank Limited

Holding company

0.5 - 4.1


Fellow subsidiary

0.4 - -


Fellow subsidiary

- - 0.1

Sale of consumer finance business on slump sale basis

ICICI Bank Limited

Holding company

- 1,190.2 -

Sale of retail mortgage loans (Direct assignment)

ICICI Bank Limited

Holding company

8,071.2 21,455.9 -

Purchase of Government securities


Fellow subsidiary

- - 107.6

Sale of investment in shares

ICICI Bank Limited

Holding company

- - 55.8


109

Sale of Government securities /bonds


Fellow subsidiary

- - -

Transfer of staff loans

ICICI Bank Limited

Holding company

- - 88.0

Recovery of principal amounts of loans from KMPs and their relatives


2.0 1.0 1.3

Bank loans taken earlier, repaid during the year

ICICI Bank Limited

Holding company

2,600.0 - 3,096.0

Investment in bonds


Fellow subsidiary

973.4 3,200.0 -


Fellow subsidiary

49.0 - -


- 10.3 -

Redemption/Maturity of Bonds


Fellow subsidiary

- - -


- - -

Fixed deposits Anirudh Kamani Key Managerial Personnel

3.5 1.1 -

Nilima Goel Relative of Key Managerial Personnel

0.1 1.0 -

Deals of swap/forward notional principal

ICICI Bank Limited

Holding company

- 1,809.4 22,953.9

* Insignificant Amount 1. Including incentive and perquisite value of employee’s stock options granted by the Parent Bank. 2. Amounts have been re-grouped/re-classified wherever necessary to correspond with current year's classification/disclosures.

Annexure 4 Debenture Trustee Consent Letter

Annexure 5 Audited Financial Information for last 3 years

Annexure 6: Abridged version of latest half yearly financials

ICICI Home Finance Company Limited

1

Supplemental Placement Memorandum to the Shelf Placement Memorandum dated [•], 2021 issued in conformity with Securities Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 issued vide circular number SEBI/LAD-NRO/GN/2021/39 dated August 09, 2021, as amended from time to time, the Operational Circular issued by Securities Exchange Board of India vide circular number SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021, as amended from time to time, the private placement offer letter as per PAS-4 pursuant to Section 42 and Rule 14(1) of Companies (Prospectus and Allotment of Securities) Rules, 2014 of Companies Act, 2013, as amended from time to time.

Private & Confidential – For Private Circulation Only

ICICI Home Finance Company Limited (hereinafter referred to as the “Issuer” or the “Company”)

CIN: U65922MH1999PLC120106 PAN: AAACI6285N Date of Incorporation: May 28, 1999 Place of Incorporation: Mumbai Registration Number: 120106

Certificate of Registration issued by National Housing Bank having no. 01.0007.01 Registered office: ICICI Bank Towers, Bandra – Kurla Complex, Mumbai–400 051

Corporate office: ICICI HFC Tower, Andheri Kurla Road, JB Nagar, Andheri (E), Mumbai–400 059 Website: www.icicihfc.com

Compliance Officer: Priyanka Shetty, Company Secretary Tel: 022-4009 3457 Email ID: [email protected] Tel: 022-4009 3457

Supplemental Placement Memorandum No: [•] to the Shelf Placement Memorandum No: IHFC/FY22/NCD/September dated September 14, 2021 (“Shelf Placement Memorandum”) issued in conformity with the Schedule II of Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021, as amended and modified from time to time, the Operational Circular issued by Securities Exchange Board of India vide circular number SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021 (“Operational Circular”), the private placement offer letter as per PAS-4 pursuant to Section 42 and Rule 14(1) of Companies (Prospectus and Allotment of Securities) Rules, 2014 of Companies Act, 2013 for issue of rated, listed, senior bonds in nature of non-convertible debentures aggregating up to Rs. ₹ 2,588.00 Crore in multiple tranches, from time to time, on private placement basis.

Private Placement of up to [•] ([•]) senior, [secured]/ [unsecured], rated, listed, redeemable senior bonds in the nature of non-convertible debentures of the face value of Rs. [•] ([•]) and aggregating up to Rs. [•] ([•]) (“Series [•] NCDs”), in terms of this Supplemental Placement Memorandum No: [•] to the Shelf Placement Memorandum read with Shelf Placement Memorandum.

This Supplemental Placement Memorandum to the Shelf Placement Memorandum dated [•] “Supplemental Placement Memorandum”) is issued in terms of and pursuant to the Shelf Placement Memorandum. All the terms, conditions, information and stipulations contained in the Shelf Placement Memorandum, unless the context states otherwise or unless specifically stated otherwise, are incorporated herein by reference as if the same were set out herein. Investors are advised to refer to the same to the extent applicable. This Supplemental Placement Memorandum must be read in conjunction with the Shelf Placement Memorandum. Capitalized terms used but not defined herein shall have the meaning assigned to the term under the Shelf Placement Memorandum.

This Supplemental Placement Memorandum contains details of this Series [•] NCDs and any material changes in the information provided in the Shelf Placement Memorandum, as set out herein under Appendix 6. Accordingly, set out below are the updated particulars/ changes in the particulars set out in the Shelf Placement Memorandum, which additional/ updated information / particulars shall be read in conjunction with other information / particulars appearing in the Shelf Placement Memorandum. All other particulars appearing in the Shelf Placement Memorandum shall remain unchanged. In case of any inconsistency between the terms of this Supplemental Placement Memorandum and the Shelf Placement Memorandum and/or any other Transaction Document, the terms as set out in this Supplemental Placement Memorandum shall prevail.

Annexure 7: Format of Supplemental Placement Memorandum


2

Summary Term Sheet

Security Name [●]

Issuer ICICI Home Finance Company Limited

Type of Instrument Rated, Listed, Secured, and/or unsecured Redeemable, Senior Bonds in the nature of Non-Convertible Debentures1

Nature of Instrument [Secured]/ [Unsecured]

Seniority Senior

Eligible Investor Please refer to ‘Who Can Apply’ under Annexure 8 of the Shelf Placement Memorandum.

Listing The NCDs being issued pursuant to the terms of the Shelf Placement Memorandum, including the Series ●[ ] NCDs are proposed to be listed on the WDM

segment of BSE Limited.

Please refer to the Shelf Placement Memorandum, attached hereto as Annexure 10 for the in-principle approval issued by BSE for issuance of NCDs.

In case of delay in listing of the ●Series [ ] NCDs beyond4 days from the Deemed Date of Allotment, the Company will: (A) pay penal interest of 1% p.a. over the Coupon Rate from the Deemed Date of Allotment and till the listing of the Series [•] NCDs, to the investor; and (B) be permitted to utilise the issue proceeds of its subsequent two privately placed issuances of securities only after receiving final listing approval from the BSE.

Rating of Instrument [●].

Please refer to Appendix 3 here for the detailed rating letter and rating rationale issued by [●].

Issue Size [●]

Minimum Subscription [●]

Option to retain over subscription (Amount)

[●]

Objects of the Issue [●]

Details of the utilisation of the proceeds

Same as above

1 To be modified basis the description of debentures being offered.


3

Coupon Rate [●]

Step Up / Step Down Coupon Rate [●]

Coupon Payment Frequency [●]

Coupon Payment Dates [●]

Coupon Type Fixed

Coupon Reset Process (including rates, spread, effective date, interest rate cap and floor etc.)

[●]

Day Count Basis Actual/Actual

Interest on Application Money NA

Default Interest Rate As set out under the Shelf Placement Memorandum.

Delay in Listing As set out under the Shelf Placement Memorandum.

Additional Interest on non-creation of additional security2

In the event the Security Cover (as defined below) falls, the Security Trustee (acting on the instructions of the Finance Parties (as defined below) or on the instructions of the Debenture Trustee acting on the instructions of the Finance Parties (as defined below)) may, by notice to the Issuer require that such deficiency be remedied. The Issuer shall then within 15 (Fifteen) business days of receipt of such notice, furnish or cause any third party to furnish additional security / replace the hypothecated assets to the extent of the Security Cover (the “Additional Security”), so as to ensure that the Security Cover is met, and if required, provide to the Security Trustee written evidence or notice to the Security Trustee evidencing the Additional Security (if applicable). In the event the Issuer fails to provide such Additional Security within the said 15 (Fifteen) business days, the Finance Parties may levy an additional interest of 1% on the principal portion of the Obligations.

Face Value per Series [●] NCD Rs. 10,00,000/- (Rupees Ten Lakh Only)

Issue Price per Series [●] NCD Rs. 10,00,000/- (Rupees Ten Lakh Only)

Tenor/Maturity Period [●]

Redemption Date [●]

Redemption Mechanics On the relevant Redemption Date, the relevant amounts shall be paid by the Issuer to those Series [•] NCD holders whose names appear on the Register of Beneficial Owners as on the Record Date and, for these purposes, a statement issued by the Depository shall

2 Applicable in case where NCDs are secured in nature.


4

be conclusive evidence in respect thereof. The Issuer shall not, in any manner, be responsible or have any obligation whatsoever to verify whether the persons whose names as appearing on the Register of Beneficial Owners as on the Record Date are the beneficial owners of the Series [•] NCDs, and/or to verify any changes post the Record Date (including due to any creation and/or enforcement of any hypothecation or pledge over the Series [•] NCDs). The Issuer shall further have no liability whatsoever to any pledgees or hypothecates of the Series [•] NCDs.

Right to repurchase / buyback & re-sale and/or re-issue and/or further issue the Series [•] NCDs

The Issuer shall have a right to repurchase/ buyback all or part of its Series [•] NCDs from the secondary market or otherwise at any time prior to date of maturity, by providing offer to the Debenture holders for the same.

The Issuer from time to time may carry out one or more repurchase/buyback of Series [•] NCDs, in accordance with applicable laws, from Debenture Holders who decide to offer their Series [•] NCDs/parts thereof to the Issuer, subject to commercial terms for the repurchase/ buyback being mutually agreed between the Issuer and the respective Debenture Holder.

Subject to the above, the relevant Debenture Holders shall transfer the Series [•] NCDs to the Issuer, on payment of agreed consideration by the Issuer for the same. Upon transfer, such Series [•] NCDs may at the option of the Issuer be cancelled/extinguished, held, resold and/or re-issued and/or further issued at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by law and the Issuer may inter-alia take necessary corporate action to give effect to the same.

Redemption Amount per bond [●]

Redemption Premium/Discount [●]

Discount at which security is issued and the effective yield as a result of such discount

[●]

Put Option Date [●]

Put Option Price [●]

Call Option Date [●]

Call Option Price [●]


5

Put Notification Time [●]

Call Notification Time [●]

Minimum Application and in Multiples of

10 Series [•] NCDs and in multiples of 1 thereafter.

Issue Timings Issue Opening Date Issue Closing Date Pay – in Date Deemed Date of Allotment

[●][●][●][●]

Settlement Mode of Instrument RTGS/NEFT

Date of earliest closing of the issue, if any

[●]

Depository NSDL & CDSL

Business Day Convention If any Interest payment date/ coupon payment date (other than the Redemption Date) falls on a day which is not a Business Day, the payment to be made on the said day will be made on the following Business Day.

If any principal payment date falls on a day which is not a Business Day, the payment will be made on the previous Business Day. However, on account of above, there would be no change in the dates of the future coupon payments and the same would be as per the schedule as set out in the Supplemental Placement Memorandum.

Further, if the Redemption Date/ Maturity Date falls on a day that is not a Business Day, the Redemption Amount shall be paid on the immediately preceding Business Day, along with Coupon (if any) accrued on the NCDs until but excluding the date of such payment.

Further, in case of failure of RBI’s system for RTGS/NEFT payment, the same will be made on the next Business Day. The Company will not be liable to pay any additional interest on account of same.

Record Date 15 days prior to each Coupon payment/Put option date/Call option date/Redemption date.

All covenants of the Issue (including side letters, accelerated payment clause, etc.)

Please refer to Schedule III of this Supplemental Placement Memorandum.

Description regarding Security (where applicable) including type of

The Series [•] NCDs will be secured by way of a first ranking pari passu floating charge by way of


6

security (movable/immovable/tangible etc.), type of charge (pledge/ hypothecation/ mortgage etc.), date of creation of security/ likely date of creation of security, minimum security cover, revaluation, replacement of security, interest to the Debenture Holder over and above the coupon rate as specified in the Debenture Trust Deed and disclosed in the Supplemental Placement Memorandum.

* To be retained in case the Issuer proposed to offer and issue secured Non- Convertible Debentures

hypothecation (which charge will be pari passu with the existing and future charge from time to time created/to be created with respect to any additional borrowings of the Issuer) in favour of a security trustee who holds the security for the benefit of: (i) the existing lenders/debenture holders/ debenture trustee (acting on behalf of any debenture holders) of the Issuer who have executed/acceded to the security documents (“Existing Finance Parties”); and (ii) any lenders/ debenture holders/debenture trustee (acting on behalf of any additional/incoming debenture holders) of the Issuer who from time to time in the future accede to the security documents in the future including the Debenture Trustee, acting on behalf of the Debenture Holders (“Acceding Finance Parties”) in relation to their facilities and/or debentures (“Secured Facilities”) over certain Eligible Receivables (as defined below) as are valued for an amount to meet/maintain the Security Cover (as defined below).

For the purposes of this clause, the following terms shall mean:

“Eligible Receivable” means the present and future receivables of the Issuer arising solely out of the loans extended by the Issuer from time to time but specifically not including the Other Receivables. It is clarified that other current assets, cash and investments (present or future) and the Statutory Investments do not form part of the Eligible Receivables

“Other Receivables” shall collectively mean: (i) Excluded Receivables;(ii) Specified Loan Receivables;(iii) Statutory Investments; and(iv) other current assets, cash and investments

(present or future).

“Excluded Receivables” shall mean any presentand/or future loan receivables required by law to be retained / maintained unencumbered by the Issuer.

“Finance Parties” shall collectively mean the Existing Finance Parties and the then Acceding Finance Parties and the term “Finance Party” shall mean any of them, in each case only till the relevant final settlement date applicable to such Existing Finance Party/Acceding Finance Party.


7

“Specified Loan Receivables” means the present andfuture loan receivables and book debts (along with the underlying security) of the Issuer in relation thereto that are at the date of this Supplemental Placement Memorandum or may in the future from time to time be, specifically charged to NHB and/or other regulatory body to secure, refinance / any other facilities availed by the Issuer from NHB and/or other regulatory body or charged or created as per any regulatory / statutory requirement, from time to time.

“Statutory Investments” shall mean all present andfuture securities and investments made pursuant to the requirements of any law (including but not limited to Section 29B (1) and (2) of the National Housing Bank Act, 1987), from time to time and any receivables / amounts received in respect thereof.

“Security Cover” shall mean the amount equivalent to 1 (one) time of the Obligations of the Existing Finance Parties and in the case of each Acceding Finance Party shall mean the amount equivalent of 1 (one) (or such higher number as mutually agreed between the Issuer and the respective Acceding Finance Party and as specified under the relevant deed of accession entered into by relevant finance party) time(s) the Obligations of such Acceding Finance Party.

It is clarified that with respect to the Series [•] NCDS, the security cover shall be equivalent to 1x the Obligations (i.e. outstanding principal and accrued interest) in relation to the Non -Convertible Debentures.

Obligations”shall mean (i) in respect of the SecuredFacilities, at any time, all actual amounts of drawn and outstanding principal and interest, owed by the Issuer to such Finance Party from time to time, under their respective finance documents; and (ii) in respect of the Series [•] NCDs shall mean, at any time, all actual amounts of drawn and outstanding principal and interest owed by the Issuer in relation to the Series [•] NCDs.

The first ranking pari passu floating charge shall be shared on pari passu basis between the Existing Finance Parties and Acceding Finance Parties,


8

including the Debenture Trustee (acting on behalf of the Debenture Holders).

Please note that the Issuer has in terms of the Security Trustee Agreement dated August 13, 2020 ("Security Trustee Agreement") executed by the Issuer and SBICAP Trustee Company Limited for appointment of SBICAP Trustee Company Limited as security trustee (“Security Trustee”) to inter alia hold the first ranking pari passu floating charge on Eligible Receivables for the benefit of all the Finance Parties. Pursuant to the STA, the Issuer has also executed a deed of hypothecation dated August 13, 2020 ("Deed of Hypothecation”) for creation of the said first ranking pari passu floating charge by way of hypothecation on Eligible Receivables in favour of the Security Trustee.

For the purpose of creation of the aforesaid security for the benefit of the Debenture Holders, the Debenture Trustee (acting for an on behalf of the Debenture Holders) shall enter into relevant deed of accession for acceding into the Security Trustee Agreement. Further, upon acceding to the Security Trustee Agreement, the Debenture Trustee (acting for the benefit of the Debenture Holders) be entitled to share on a pari-passu basis along with the other Secured Facilities the abovementioned security interest created in terms of the Security Trustee Agreement and the Deed of Hypothecation for the benefit of the Debenture Holders.

Further, the Issuer shall ensure that before making the application for listing of the Series [•] NCDs, the deed of accession and such other acts, deed as may be required, have been completed with the Security Trustee and the Debenture Trustee, for creation of the abovementioned hypothecation in favour of Security Trustee for the benefit of the Debenture Trustee (acting for and on behalf of the Debenture Holders). Further, the charge created by the Issuer shall be registered with the sub-registrar, registrar of companies, CERSAI, depository etc, as applicable within 30 (thirty) days of creation of such charge. In case the charge is not registered anywhere or is not independently verifiable, then the same shall be considered a breach of covenants/terms of the Issue by the Issuer.


9

It is clarified that with respect to the aforementioned security, there is no requirement of revaluation/replacement. Interest to the Debenture Holders over and above the interest rate shall be payable in case of: (i) failure or default in making payment of interest and/or principal redemption on the due dates in relation to the Series [•] NCDs; (ii) non-execution of the Debenture Trust Deed; (iii) delay in listing; and (iv) failure to provide additional security in accordance with the terms of the security documents. The relevant details in relation to such additional interest are covered in Shelf Placement Memorandum.

In the event the Issuer is mandated by applicable law or regulation to substitute the security or convert any floating charge to a fixed charge, as the case may be, the Issuer shall be entitled to substitute /convert the floating charge created in terms of the Deed of Hypothecation into a fixed charge without the requirement of obtaining any consent or providing any intimation in this respect to any Finance Party or the security trustee, provided that the Issuer shall ensure that the Security Cover is maintained on such substitution / conversion.

Please refer to the Transaction Documents for detail terms and conditions of the Security set out in paragraphs above, the security structure, the detailed definitions and explanations of the terms used hereinabove. In case of any inconsistency between the terms set out above and the Transaction Documents, the provisions of the Transaction Documents shall prevail.

Negative Lien (Unsecured Non- Convertible Debentures)**

** To be retained in case the Issuer propose to offer and issue unsecured Non- Convertible Debentures

In case of unsecured Non-Convertible Debentures, the Issuer shall not create any security on receivables of the Issuer that are equivalent in value to the total outstanding unsecured Non-Convertible Debentures proposed to be raised under the said issuance. It is clarified that this restriction shall not be applicable to any security/charge on receivables created/to be created pursuant to an issuance under the Supplemental Placement Memorandum. The unsecured Non -Convertible Debentures lien will at least rank pari passu with all other existing unsecured and unsubordinated borrowings of the Issuer.

Other Terms Prior consent of the Debenture Trustee and/or the Debenture Holders shall not be required for:


10

(a) raising any further indebtedness by the Issuer;(b) creating any further security interest by the Issuer

on its assets whether exclusive or on a pari-passubasis;

(c) creating any preferential rights in favor of theNHB or any other regulatory authority; and

(d) securitization/assignment/novation/riskparticipation of any loan assets/receivables of theIssuer.

Transaction Documents 1. Debenture trust deed.2. Debenture trustee agreement to be executed

between the Issuer and the Debenture Trustee3. Consent Letter dated September 7, 2021 issued

by the Debenture Trustee consenting to act asthe debenture trustee on behalf of theDebenture Holders.

4. Shelf Placement Memorandum dated [●]5. Term sheet (filed as this Supplemental

Placement Memorandum dated [●])6. Security documents (in case of issuance of

Secured Non-Convertible Debentures) to beentered into in relation to the proposed securityto be created for securing the Non-ConvertibleDebentures.

7. Any other document that may be designated asa Transaction Document under the DebentureTrust Deed or by the Debenture Trustee and theIssuer.

8. Credit Rating Letters from [CRISIL] and [ICRA]9. Rating Rationale from [CRISIL] and [ICRA]10. Application Form

Condition Precedent to Disbursement

●[ ]

Condition Subsequent to Disbursement

●[ ]

Events of Default (including manner of voting/ conditions of joining Inter Creditor Agreement)

●[ ]

Creation of recovery expense fund The Issuer has created the recovery expense fund in accordance with Regulation 26(7) of the ILDS Regulations and the SEBI circular dated 22 October 2020, bearing reference no.SEBI/HO/MIRSD/CRADT/CIR/P/2020/207 and in the manner and for the purposes as may be specified by SEBI from time to time.


11

Conditions for breach of covenants (as specified in Debenture Trust Deed)

Please refer to Schedule III of this Supplemental Placement Memorandum

Provisions related to Cross Default Clause

Please refer to Schedule III of this Supplemental Placement Memorandum

Role and Responsibilities of Debenture Trustee

To oversee and monitor the overall transaction for and on behalf of the Debenture Holders as customary for transaction of a similar nature and size and as executed under the appropriate Transaction Documents.

Risk factors pertaining to the issue As identified under Annexure 2 of the Shelf Placement Memorandum.

Governing Law and Jurisdiction As set out under the Shelf Placement Memorandum.

Letters of Allotment The Issuer will issue the Letters of Allotment in dematerialized form within 2 (Two) working days from the Deemed Date of Allotment of Series [•] NCDs.

Compliance

The Issuer reserves right to make multiple issuances under the same ISIN with reference to Operational Circular number SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021 issued by SEBI and as amended from time to time.

Issue can be made either by way of creation of fresh ISIN or by way of issuance under the existing ISIN at premium /par/discount as the case may be in line with Operational Circular numberSEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021, issued by SEBI and as amended from time to time

Consent for disclosure of Name of the Debenture Holders

Pursuant to the SEBI NCS Regulations, the name of the top 10 holders of the non-convertible securities issued by the Issuer have to be disclosed by the Issuer in the placement memorandum to be issued in relation to issue of listed non-convertible debt securities. Accordingly, the subscription of the NCDs being issued pursuant to the terms of this Shelf Placement Memorandum and the Supplemental Placement Memorandum by the prospective debenture holders shall also be deemed as a consent for disclosure of their name, if required, pursuant to the SEBI NCS Regulations, the Operational Circular or any other Applicable Law.

Names and designations of officials who are authorized to issue the offer document.

Hetal Pamani (Head – Treasury)

Priyanka Shetty (Company Secretary)


12

Albey Mathew (Senior Manager – Treasury)

Shraddha Wade (Senior Manager – Treasury)

Alekh Sharma (Manager – Treasury)

* While the debt securities are secured to the tune of 100% of the principal and interest amount or as per the terms of this Supplemental Placement Memorandum, in favour of the Debenture Trustee, it is the duty of the Debenture Trustee to monitor that the security is maintained, however, the recovery of 100% of the amount shall depend on the market scenario prevalent at the time of enforcement of the security.


13

Schedule I: Illustration of Cashflows

Illustration of cash flows as per the Operational Circular are set out below:

Issuer ICICI Home Finance Company Limited Face Value (per security) Rs. 10.00,000.00 Date of Allotment [●]Redemption date [●]Tenure and Coupon Rate [●]Frequency of interest payment with specified dates

[●]

Day Count Convention Actual/Actual

Cash flow Date No of days Amount in Rupees

per Bond Allotment date [●] [●] [●]

1st Coupon [●] [●] [●]2nd Coupon [●] [●] [●]

Principal [●] [●] [●]The above table is illustrative and indicative only. The payment of coupon/premium/interest/maturity amount on due dates will be in accordance and compliance with the provisions of Operational Circular, applicable tax laws and business day conventions specified in the Term Sheet of the issue.

Note: In case of further issuance under existing ISIN, additional fields as applicable would be added.

Addition Covenants

In the event, the Series [•] NCDs are subscribed by SEBI registered Foreign Portfolio Investor(s) (FPIs), and if these Series [•] NCDs subscribed by the FPIs are not listed within 30 days or if the issue does not meet the end use restriction, then the FPIs shall immediately dispose such investment to either domestic investor or Issuer


14

Schedule II

Additional details Manner of Bidding Open book Mode of allotment Uniform price Mode of settlement ICCL mechanism

Registrar to the issue Registered, corporate and communication address Datamatics Business Solutions Limited Plot No. B-5, Part B Crosslane, MIDC, Andheri (East), Mumbai- 400 093 Tel No.: 022-66712196 Fax No.: 022-66712209

Advisor/Arranger to the issue [●]


15

Schedule III

[to replicate clauses from the DTD]


16

OTHER DISCLOSURES3

Sr. No.

Particulars Details

1. Information on consents/permissions required for creation of further charges on assets.

Please note that the Deed of Hypothecation executed on _____ for creation of charge over Eligible Receivables specifically provide that the Issuer may at its sole discretion, substitute, dispose of, charge, assign, securitise, deal with, lien or encumber any of its assets including the Hypothecated Assets or any part thereof from time to time and in any manner whatsoever, without the requirement to notify or seek any approvals from the Finance Parties or the Security Trustee provided that the Security Cover is maintained till the Final Settlement Date. Accordingly, the Issuer is not required to obtain prior consent of the Finance Parties or Security Trustee for creation of first raking pari passu floating charge on the Hypothecated Assets for securing

●the Series [ ] NCDs.

2. Terms and conditions of the Debenture Trustee Agreement including fees charged by the Debenture Trustee, details of security to be created and process of due diligence carried out by the Debenture Trustee.

Axis Trustee Services Limited has agreed to act as the debenture trustee for the Debenture Holders. The copy of the consent letter from Axis Trustee Services Limited to act as debenture trustee for and on behalf of the Debenture Holders is annexed as Annexure 4 (Consent Letter from Debenture Trustee). Fees charged by the Debenture Trustee: As per offer letter bearing reference n ●umber [ ] dated ●[ ], initial acceptance fee of ●Rs. [ ]/- (Indian Rupees ●[ ] only) and annual fee of Rs. ●[ ]/- (Indian Rupees ●[ ] only).4

Details of security to be created: Please refer to the paragraph on ‘Description

3 To be suitably modified if the NCDs are unsecured.


17

regarding Security’ in the summary term sheet above. Process of due diligence carried out by the Debenture Trustee: The Debenture Trustee, either through itself or its agents/ advisors/ consultants, shall carry out requisite diligence to verify the status of encumbrance and whether all permissions or consents (if any) as may be required to create the security as stipulated in this Supplemental Placement Memorandum and the applicable laws, has been obtained; The Company has provided the Debenture Trustee to examine, and inspect and make copies of the books and records of the Company and made available all information/ documents required to be submitted to the Debenture Trustee, to enable it to carry out the due diligence in terms of the SEBI circular bearing number SEBI/ HO/ MIRSD/ CRADT/ CIR/ P/ 2020/ 218 dated 3 November 2020 on ‘Creation of Security in issuance of listed debt securities and ‘due diligence’ by debenture trustee(s)’ and also furnish all such information to enable the Debenture Trustee to comply with SEBI circular no. SEBI/ HO/ MIRSD/ CRADT/ CIR/ P/ 2020/ 230 dated 12 November 2020 on ‘Monitoring and Disclosures by Debenture Trustee(s)’. The Company has provided all assistance to the Debenture Trustee to enable verification from the Registrar of Companies, Sub-registrar of Assurances (as applicable), CERSAI, depositories, information utility or any other authority, as may be relevant, where the assets and/or encumbrances in relation to the assets of the Company are registered / disclosed; The Debenture Trustee shall have the power to either independently appoint, or direct our Company to (after


18

consultation with the Debenture Trustee) appoint intermediaries, valuers, chartered accountant firms, practicing company secretaries, consultants, lawyers and other entities in order to assist in the diligence by the Debenture trustee and the Debenture trustee shall subsequently form an independent assessment that to ensure that the assets for creation of security are sufficient to discharge the outstanding amounts on Series [•] NCDs at all times.; The Company shall ensure that it provides and procures all information, representations, confirmations and disclosures as may be required in the sole discretion of the Debenture Trustee to carry out the requisite diligence in connection with the issuance and allotment of the Series [•] NCDs, in accordance with the Relevant Laws; The Company has undertaken to promptly furnish all and any information as may be required by Debenture Trustee including such information as required to be furnished in terms of applicable laws and Debenture Trust Deed on a regular basis. The Debenture Trustee ipso facto does not have any obligations of borrower or principal Debtor as to monies paid/invested by investors of Series [•] NCDs.

3. Due diligence certificate as per the format in SEBI Circular no. SEBI/HO/MIRSD/CRADT/CIR/P/2020/218 dated 3 November 2020

The due diligence certificate dated ●[ ] issued by the Debenture Trustee is attached as Appendix 5.

4. Disclaimers under the SEBI Circular no. SEBI/HO/MIRSD/CRADT/CIR/P/2020/218 dated 3 November 2020

(i) the Series [•] NCDs shall be considered as secured only if the charge created by Issuer shall be registered with Sub-registrar, Registrar of Companies, CERSAI, Depository etc., as applicable, within 30 (thirty) days of creation of such charge. In case the charge is not


19

registered anywhere or is not independently verifiable, then the same shall be considered a breach of covenants/terms of the issue by the Issuer;

(ii) before making the application for listing of the Series [] NCDs, the Issuer shall create charge as specified in this Supplemental Placement Memorandum, in favour of the Security Trustee and also execute the Debenture Trust Deed with the Debenture Trustee; and

(iii) the Exchange shall list the Series [•] NCDs only upon receipt of a due diligence certificate as per the format specified in Annexure B of the SEBI Circular number SEBI/HO/MIRSD/CRADT/CIR/P/2020/ 218 dated 3 November 2020 from the Debenture Trustee confirming creation of charge and execution of the Debenture Trust Deed.


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Appendices

Appendix 1

Material changes in the information provided under the Shelf Placement Memorandum

●[ ]


21

Appendix 2 Application Form – Indicative form attached Details of settlement - Designated bank account of Indian Clearing Corporation Limited as specified by BSE Limited ICICI Bank Beneficiary Name: INDIAN CLEARING CORPORATION LTD Account Number: ICCLEB IFSC Code: ICIC0000106 Mode: NEFT/RTGS HDFC Bank Beneficiary Name: INDIAN CLEARING CORPORATION LTD Account Number: ICCLEB IFSC Code: HDFC0000060 Mode: NEFT/RTGS Designated bank account of ICICI Home Finance Company Limited Beneficiary Name: “ICICI Home Finance Co. Ltd – Bond Issuances” Account Number: 001105019554 IFSC Code: ICIC0000011 Account Branch: ICICI Bank Limited, Andheri Branch, Mumbai


22

Appendix 3 Rating Letters & Rationale – As Attached


23

Appendix 45

Security Trustee Consent Letter

5 Applicable in case of secured NCDs


24

Appendix 56 Due diligence certificate dated August 9, 2021 issued by Axis Trustee Services Limited, as per the SEBI Circular no. SEBI/HO/MIRSD/CRADT/CIR/P/2020/218 dated 3 November 2020

●[ ]

6 Applicable in case of secured NCDs


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Appendix 6

[Copy of the Shelf Placement Memorandum]


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Annexure 8 Application Process under EBP Mechanism

How to Apply

Only Eligible Investors as given hereunder and identified upfront by the Issuer may apply for the NCDs. Eligible investors are required to register on the EBP platform the link for which shall be available at https://bond.bseindia.com/Investor_Registration.aspx. All the registered and eligible investors are required to update the necessary bank account details and demat details before participating in the bidding process on the EBP platform. Each Tranche/Series of the Issue will open on the ‘Issue Opening Date’ and close on the ‘Issue Closing Date’ (both days inclusive) as stated in the Supplemental Placement Memorandum (“Issue Period”). Potential investors who wish to invest in the Issue shall submit an application for the Debentures with all the accompanying documents and the application money at any time starting from the Issue Opening Date and upto the Issue Closing Date. The subscription to the NCDs shall be made by the potential investors through the electronic book mechanism as prescribed by SEBI during the Issue Period in the manner as set hereinbelow. Applications for the NCDs must be made in the prescribed Application Form contained in the Supplemental Placement Memorandum provided by the Company and must be completed in block letters in English by the investors. Application Form must be accompanied by payment details. All Application Forms, duly completed, together with cheque/ demand draft or Electronic transfer drawn or made payable in favour of “ICICI Home Finance Company Limited” of the amount payable on application. Applications for the Debentures must be in the prescribed form (enclosed) and completed in BLOCK CAPITAL LETTERS in English and as per the instructions contained therein. Applications complete in all respects (along with all necessary documents as detailed in this Disclosure Document) must be submitted before the last date indicated in the issue time table or such extended time as decided by the issuer. No separate receipt will be issued for the application money. The funds have to be credited to the designated bank accounts of Indian Clearing Corporation Ltd (“ICCL”), the details of which are provided below, within the prescribed timelines, as per the Electronic Book mechanism Guidelines. It may be noted that payment by any other means shall not be accepted. The Issuer assumes no responsibility for any applications lost in mail or in transit or any failure of electronic fund transfer. The Issuer will not be responsible in any manner for any delayed receipts / non-receipt of payments or applications lost in mail.

The subscription to the NCDs shall be made by the Eligible Investors through the electronic book mechanism as prescribed by SEBI under the EBP Guidelines by placing bids on the EBP platform during the Issue period. In case the Eligible Investors are not registered on the EBP platform, they will have to register themselves as investor on the said platform (as a one-time exercise) and also complete the mandatory KYC verification process. The Eligible Investors should also refer to the operational guidelines of the EBP in this respect. The disclosures required pursuant to the EBP Guidelines are set out hereinbelow:

Minimum bid lot: Please refer to the Supplemental Placement Memorandum for details

Electronic Book Platform: Please refer to the Supplemental Placement Memorandum for details

Mode of bidding: Please refer to the Supplemental Placement Memorandum for details

Manner of Allotment: Please refer to the Supplemental Placement Memorandum for details

Manner of Settlement: Pay-in of funds through the clearing corporation


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Settlement Cycle: T+1; where T refers to the date of bidding

Further, please note that the allotment to the bidders shall be done on yield- time priority basis in the following manner: (i)allotment would be done first on ‘yield priority’ basis, (ii) where two or more bids are at the same yield, then the allotment shall be done on ‘time priority’ basis; and (iii) where two or more bids have the same yield and time, then the allotment shall be done on pro rata basis. Process flow of settlement:

Eligible Investors whose bids have been accepted by the Issuer and to whom a signed copy of this Shelf Placement Memorandum and Supplemental Placement Memorandum have been issued by the Issuer and who have submitted/shall submit the Application Form (“Successful Bidders”), shall make pay-in of subscription monies in respect of the Debentures towards the allocation made to them, into the bank account of Indian Clearing Corporation Limited (ICCL) (the details of which will be set out under the Supplemental Placement Memorandum), on the Deemed Date of Allotment:

The pay-in by the Successful Bidders will be made only from the bank account(s), which have been provided / updated by them in the EBP system. Any amount received from third party accounts or from accounts not specified in the EBP system will be refunded and no allotment will be made against such payments. Upon the transfer of funds into the aforesaid account of ICCL and the Issuer confirming its decision to proceed with the allotment of the Debentures in favour of the Successful Bidders to the ICCL, the R&T Agent and the EBP and initiating the requisite corporate action for allotment of Debentures and credit of the demat letter of allotment into the relevant demat account of the Successful Bidders through the Registrar to the Issue, the Registrar to the Issue shall provide corporate action file along with all requisite documents to the Depositories by 12:00 hours and also intimate the EBP of the aforesaid actions. Upon the Depositories confirming the allotment of the Debentures and the credit of the Debentures into the demat account of the Successful Bidders to EBP, the subscription monies in respect of the Debentures from the aforesaid account of ICCL shall be released into the Issuer’s bank account, the details whereof will be intimated to the EBP by the Issuer.

It must be noted that all funds pay-in obligations need to be fulfilled in totality. Partial fund receipt against any given obligation will be treated as a default and debarment penalties will be applicable as specified by the EBP Guidelines.

All payments must be made through NEFT, RTGS, electronic fund transfer to the bank account of ICCL. It may be noted that payment by any other means shall not be accepted. The Company assumes no responsibility for any applications lost in mail or in transit or any failure of electronic fund transfer. The Company will not be responsible in any manner for any delayed receipts / non-receipt of RTGS payments or applications lost in mail.

As a matter of precaution against possible fraudulent encashment of interest warrants/ cheques due to loss/ misplacement, the applicant should furnish the full particulars of his or her bank account (i.e. Account Number, name of the bank and branch) at the appropriate place in the Application Form. Interest warrants will then be made out in favour of the bank for credit to his/ her account so specified and dispatched to the investors, who may deposit the same in the said bank.

The Issuer assumes no responsibility for any applications / cheques / demand drafts lost in mail or in transit.


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Who can apply

Nothing in this Shelf Placement Memorandum shall constitute and/or deem to constitute an offer or an invitation to offer, to be made to the public or any section thereof through this Shelf Placement Memorandum and Supplemental Placement Memorandum and its contents should not be construed to be a prospectus under the Act. The Issue is a domestic issue and is being made in India only. This Shelf Placement Memorandum and the Supplemental Placement Memorandum and the contents thereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Company and only such recipients are eligible to apply for the NCDs. Subject to applicable law, the categories of investors eligible to subscribe to the NCDs in this Issue, when addressed directly, are:

XII. companies, body corporates, financial institutions, non-banking financial company,statutory corporations;

XIII. scheduled commercial banks including but not restricted to commercial, private, foreign,co-operative and regional rural banks;

XIV. pension funds/ provident funds/ superannuation funds or gratuity funds, private trusts,as may be permitted by respective rules and guidelines of such funds/ trusts;

XV. registered societies;XVI. partnership firms;XVII. Hindu Undivided Families (HUFs);XVIII. high net worth individuals;XIX. insurance companies;XX. mutual funds;XXI. portfolio managers registered with SEBI; andXXII. any other investor permitted to invest in the NCDs.

Shortlisted investors as may be identified by the Board prior to issuance of the offer(s)/invitation to subscribe to the NCDs, shall be considered as the “identified person(s)” to whom the Company can make private placement of the NCDs and only such “identified persons” shall receive a direct communication from the Company with offer to subscribe to the Debentures and only such “identified persons” shall be entitled to subscribe to the Debentures (or any Series thereof).

All investors are required to check and comply with Applicable Laws including the relevant rules / regulations / guidelines applicable to them for investing in this Issue of NCDs and the Company, is not in any way, directly or indirectly, responsible for any statutory or regulatory breaches by any investor, neither is the Company required to check or confirm the same.

Without prejudice to the aforesaid, where the selection of the eligible investors is required to be done pursuant to bidding mechanism on the electronic platform called the “EBP Platform” under the EBP Guidelines or any other successive arrangement/platform mandated by SEBI, only those Persons out of the aforesaid categories of investors, who are registered on the EBP Platform and are eligible to make bids for NCDs of the Issuer and to whom allocation is to be made by the Issuer pursuant to selection under the electronic book mechanism for issuance of securities on private placement basis in terms of the EBP Guidelines and the Electronic Book Providers shall be considered as “identified persons” for the purposes of Section 42(2) of the Companies Act, 2013 (as amended from time to time), to whom the Issuer shall make private placement of the NCDs and only such “identified persons” shall receive a direct communication from the Issuer with offer to subscribe to the Debentures and only such “identified persons” shall be entitled to subscribe to the NCDs.

Additionally, those arrangers/brokers/intermediaries etc. (as per the defined limits under the EBP Guidelines) specifically mapped by the Issuer on the EBP Platform are also eligible to bid/apply/invest for this Issue.


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Although above investors are eligible to apply however only those investors, who are individually addressed through direct communication by the Company/ Sole Arranger, are eligible to apply for the NCDs. No other person may apply. Hosting of this Shelf Placement Memorandum and the Supplemental Placement Memorandum on the website of the [BSE/ NSE] should not be construed as an offer or an invitation to offer to subscribe to the NCDs and the same has been hosted only as it is stipulated by the SEBI NCS Regulations, the Operatonal Circular read with the EBP Guidelines. Investors should check their eligibility before making any investment. Note: Participation by potential investors in the issue may be subject to statutory and/or regulatory requirements applicable to them in connection with subscription to Indian securities by such categories of persons or entities. Applicants are advised to ensure that they comply with all regulatory requirements applicable to them, including exchange controls and other requirements. Applicants ought to seek independent legal and regulatory advice in relation to the laws applicable to them. The applications must be accompanied by certified true copies of (1) Memorandum and Articles of Association/ Constitution/ Bye-laws (2) Resolution authorizing investment and containing operating instructions (3) Specimen signatures of authorised signatories and (4) Xerox copy of PAN Card. (5) Registration Certificate (6) Necessary forms for claiming exemption from deduction of tax at source on the interest income/ interest on application money, wherever applicable. Notwithstanding anything stated in this document or otherwise, all eligible investors are required to check and comply with applicable laws including the relevant rules I regulations I guidelines I directions applicable to them for investing in this issue of Debentures, including all eligibility and registration formalities under the Electronic Book Mechanism Guidelines and the Issuer, is not in any way, directly or indirectly, responsible for any statutory or regulatory or procedural breaches by any investor, neither is the Issuer required to check or confirm the same. The Disclosure Documents and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by or on behalf of the Issuer and only such recipients are eligible to apply for the Debentures. Eligible investors who fall in any of the following categories, shall accompany their Application Forms with the following documents: PAN I GIR No: All applicants should mention their Permanent Account number (PAN) allotted under Income Tax Act, 1961 or where the same has not been allotted, the GIR Number and the IT Circle/Ward/District should be mentioned. In case where neither the PAN nor the GIR number has been allotted, or the applicant is not assessed to Income Tax, the fact of such non-allotment should be mentioned in the Application Form. Applications without this will be considered incomplete and are liable to be rejected. Application by Banks/Corporate Bodies/Mutual Funds/Financial Institutions/Trusts/Statutory Corporations The applications must be accompanied by certified true copies of (i) memorandum and articles of association/constitution/bylaws/ trust deed; (ii) resolution authorizing investment and containing operating instructions; (iii) specimen signatures of authorized signatories; and (iv) necessary form for claiming exemption from on interest on application money. In case of applications by Mutual Funds registered with SEBI, a separate application must be made in respect of each scheme of the Mutual Fund and such applications will not be treated as multiple applications, provided that the application made by the asset management company/ trustee/ custodian clearly indicate their intention as to the scheme for which the application has been made.


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The application forms duly filled shall clearly indicate the name of the concerned scheme for which application is being made and must be accompanied by certified true copies of:

iv. SEBI registration certificate; v. Resolution authorizing investment and containing operating instructions; vi. Specimen signature of authorized signatories. Application by Partnership Firm The applications must be accompanied by certified copies of (i) the PAN Card of the partnership firm; (ii) copy of the partnership deed; (iii) the photo identity proof like Passport / PAN Card / Driving License, etc. of the partner(s)signing the Application Form and specimen signatures of authorised signatories; and (iv) an authority letter from all partners authorizing such investment. Application under Power of Attorney A certified true copy of the power of attorney or the relevant authority as the case may be along with the names and specimen signatures of all authorised signatories must be lodged along with the submission of the completed Application Form. Further, modifications/additions in the power of attorney or authority should be delivered to the Company at its Registered Office. ISSUE PROCEDURE The issue Setup shall be done by the Issuer in accordance with the Operating Guidelines of the EBP platform. The final subscription to the Debentures shall be made by the eligible investors through the Electronic Book Mechanism as prescribed by SEBI under the SEBI Electronic Book Mechanism Guidelines by placing bids on the EBP during the issue period. An Issuer, at its discretion, may withdraw from the Issue process in accordance with the conditions enlisted in the Operating Guidelines of the EBP platform. Eligible investors should note that disclosure of estimated put off yield by the EBP platform to the eligible participants, pursuant to closure of Issue, shall be at the discretion of the Issuer. The Issuer may choose to disclose the estimated cut-off yield to all the eligible participants before the bidding. The minimum number of Debentures that can be applied for and the multiples thereof shall be as set out in the Disclosure Documents. No application can be made for a fraction of a Debentures. Potential investors whose bids have been accepted by the Issuer and to whom a signed copy of the Disclosure Documents have been issued by the Issuer and who have submitted/shall submit the Application Form ("Successful Bidders"), shall make pay-in of subscription monies in respect of the Debentures towards the allocation made to them, into the bank account of CCL, on or prior to the Deemed Date of Allotment and before the Pay-In Cut-Off Time, the details of which will be displayed on the EBP Platform. The pay-in by the Successful Bidders will be made only from the bank account(s), which have been provided / updated by the Successful Bidders in the ESP system. Any amount received from third party accounts or from accounts not specified in the EBP system will be refunded and no allotment will be made against such payments. Further, pay-in received from any other bank account may lead to cancellation of bid and consequent debarment of the bidder from accessing the EBP platform for 30 days. Upon the transfer of funds into the aforesaid account of ICCL and the Issuer confirming its decision to proceed with the allotment of the Debentures in favour of the Successful Bidders to the clearing corporation, the R&T Agent and the EBP and initiating the requisite corporate action for allotment of Debentures and credit of the demat letter of allotment into the relevant demat account of the Successful Bidders through the R&T Agent, the R&T Agent shall provide corporate action file along with all requisite documents to the Depositories by 12:00 hours and also intimate the EBP of the aforesaid actions. Upon the Depositories confirming the allotment of the Debentures and the credit of the Debentures into the demat account of the Successful Bidders to EBP, the subscription monies in respect of the Debentures from the aforesaid account of the clearing corporation shall be released into the Issuer's bank account, as intimated by the Issuer to the EBR


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It must be noted that all funds pay-in obligations need to be fulfilled in totality. Partial fund receipt against any given obligation will be treated as a default and debarment penalties may be applicable as specified by the Electronic Book Mechanism Guidelines. It may be noted that payment by any other means shall not be accepted, The Company assumes no responsibility for any applications lost in mail or in transit or any failure of electronic fund transfer. The Company will not be responsible in any manner for any delayed receipts / non-receipt of RTGS payments or applications lost in mail. All transfers/RTGS must be made payable to the designated bank accounts of CCL, details whereof shall be specified in the Tranche Placement Memorandum.

ICICI HOME FINANCE COMPANY LIMITED CIN: U65922MH1999PLC120106

Registered Office: ICICI Bank Towers, Bandra-Kurla Complex, Mumbai- 400 051 Corporate Office: ICICI HFC Tower, Andheri Kurla Road, J.B. Nagar, Andheri (E), Mumbai-400 059

Website: www.icicihfc.com; Email: [email protected] free number for new customers: 1800 267 4455; Toll free number for existing customers: 1860 120 7777

CERTIFIED TRUE COPY OF THE SPECIAL RESOLUTIONS PASSED BY THE MEMBERS OF ICICI HOME FINANCE COMPANY LIMITED AT THE TWENTY SECOND ANNUAL GENERAL MEETING HELD ON FRIDAY, JUNE 4, 2021.

Issue of Non-Convertible Debentures under Private Placement

RESOLVED that pursuant to the provisions of Section 42 and Section 71 of Companies Act, 2013, Rules made thereunder and Companies (Amendment) Act, 2017, provisions of Securities and Exchange Board of India (Issue and listing of debt securities) Regulations, 2008, any other applicable provision of law, any amendment variation or re-enactment thereto from time to time and such other regulations as may be applicable, the consent of the Members of the Company be and is hereby accorded to the Board of Directors (which term shall be deemed to include Committees authorised in this regard) to issue secured or unsecured Non-Convertible Debentures (Debentures) for an aggregate amount not exceeding ̀ 35.00 billion (Rupees Thirty-five billion) during the period of one year from the date of passing this resolution, in one or more tranches on a private placement basis to one or more persons, bodies corporate, banks/financial institutions, mutual funds, other investors/ investing agencies etc., upon the terms and conditions as may be decided by the Board in its absolute discretion.

RESOLVED further that without prejudice to the generality of the above and for the purpose of giving effect to the above, the Board of Directors (which term shall be deemed to include Committees authorised in this regard) be and is hereby authorised to determine as to when the secured or unsecured Debentures are to be issued, the terms of the issue, number of Debentures to be allotted in each tranche, issue price, rate of interest, redemption period, listing on one or more recognised stock exchanges and all such terms as are provided in offering of a like nature as the Committee may in its absolute discretion deem fit and to make and accept any modifications in the proposal as may be required by the authorities involved in such issues and to perform all such acts, deeds, matters and things execute all such deeds and documents as may be necessary and settle any questions or difficulties that may arise in regard to the said issue(s).

RESOLVED further that the approval is hereby accorded to the Board of Directors (which term shall be deemed to include committees authorised in this regard) to appoint lead managers, arrangers, underwriters, depositories, registrars, trustees, bankers, lawyers, advisors and all such agencies as may be involved or concerned in such offerings and to remunerate them by way of commission, brokerage, fees or the like (including reimbursement of their actual expenses) and also to enter into and execute all such arrangements, contracts/agreements, memorandum, documents, etc., with such agencies and be and is hereby authorised to do all such acts, deeds and things in this regard.

RESOLVED further that Anirudh Kamani, Managing Director and Chief Executive Officer or Vikrant Gandhi, Chief Financial Officer or Priyanka Shetty, Company Secretary of the Company be and are hereby authorise to file the required returns/forms with the Registrar of Companies and other regulatory authorities and to do all such acts, things, deeds as may be required in this connection and to provide a certified true copy of this Resolution

Annexure 9: Copy of shareholder resolution dated June 04, 2021.



Website: www.icicihfc.com; Email: [email protected] Toll free number for new customers: 1800 267 4455; Toll free number for existing customers: 1860 120 7777

and any other related documents in this regard and the same be furnished to the concerned authorities and they be requested to act thereon. For ICICI Home Finance Company Ltd Priyanka Shetty Company Secretary

PRIYANKA RAMESH SHETTY

Digitally signed by PRIYANKA RAMESH SHETTY Date: 2021.07.20 14:55:24 +05'30'




Explanatory Statement under Section 102 of the Companies Act, 2013 Item No.4 Section 42 and Section 71 Companies Act, 2013 and Companies (Prospectus and Allotment of Securities) Rules, 2014 provides that the Company shall not make a private placement of its securities unless the proposed offer of securities or invitation to subscribe securities has been previously approved by the shareholders of the Company, by a special resolution, for each of the offers or Invitation and further provides that in case of offer or invitation for Non-Convertible Debentures (NCDs), it shall be sufficient if the Company passes a previous special resolution only once in a year for all offers or invitation for such debentures during the year. The Secured or Unsecured NCDs issuance programme of the Company is assigned AAA rating by CRISIL, ICRA and CARE. In view of above, it is proposed to authorise the Company to issue NCDs for an aggregate amount not exceeding ` 35.00 billion (Rupees Thirty-five billion) during the period of one year from the date of passing this resolution as Special Resolution mentioned at item No. 4 of the Notice. Your Directors recommend the resolution at Item No. 4 of the accompanying Notice for approval of the Members of the Company. No Director, Key Managerial Personnel and their relatives are in any way concerned or interested in the said Resolution.

For ICICI Home Finance Company Ltd Priyanka Shetty Company Secretary



7/12/2021 Rating Rationale

https://www.crisil.com/mnt/winshare/Ratings/RatingList/RatingDocs/ICICI Home Finance Company Limited_September_23_2020_RR202011050415.h… 1/8

Rating RationaleSeptember 23, 2020 | Mumbai

ICICI Home Finance Company Limited Rated amount enhanced

Rating ActionLong Term Principal Protected Market LinkedDebentures Aggregating Rs.1000 Crore CRISIL PP-MLD AAAr/Stable (Reaffirmed)

Non Convertible Debentures Aggregating Rs.3000Crore CRISIL AAA/Stable (Reaffirmed)

Rs.500 Crore Subordinated Debt CRISIL AAA/Stable (Reaffirmed)Rs.4500 Crore Fixed Deposits (Enhanced from Rs.3500Crore) FAAA/Stable (Reaffirmed)

1 crore = 10 millionRefer to annexure for Details of Instruments & Bank Facilities

Detailed RationaleCRISIL has reaffirmed its 'CRISIL AAA/CRISIL PP-MLD AAAr/FAAA/Stable' ratings on the debt instruments of ICICI HomeFinance Company Limited (ICICI Home).

The ratings continue to reflects the expectation of continued strong support from ICICI Home's promoter, ICICI Bank Ltd(ICICI Bank; rated 'CRISIL AAA/CRISIL AA+/Stable'), coupled with ICICI Home's diversified resource profile. Thesestrengths are partially offset by the company's average asset quality and profitability.

From an industry perspective, the nationwide lockdown imposed by the GoI to contain the spread of the Covid-19 pandemichas impacted disbursements and collections of the financial institutions. The lockdown has been eased in a phased manner.However, certain states have implemented local lockdowns. CRISIL believes the eventual lifting of restrictions will continueto be in a phased manner. Any delay in return to normalcy will put further pressure on collections and asset quality metricsof financial institutions. Additionally, any change in the behaviour of borrowers on payment discipline can affect delinquencylevels. Also, while the one-time restructuring scheme announced by RBI will provide the necessary support to affectedborrowers in the current environment, the details and operational implementation of the same remains to be seen.

On the liability side, the Reserve Bank of India (RBI) had announced regulatory measures under 'Covid-19 - RegulatoryPackage', whereby lenders were permitted to grant moratorium on bank loans. CRISIL understands that ICICI Home did notavail moratorium on its bank loans or any other borrowings.

On the asset side, ICICI Home had offered moratorium to its borrowers and hence, the collections were below scheduledcollections till August 31, 2020. Thereafter, collections could witness challenges as the income streams of the borrowers arelikely to be impacted given the current challenging macro environment.

Around 35% of mortgage portfolio was under moratorium during the month of August 2020. While collections were mostimpacted in April, CRISIL understands that the collections have improved thereafter. Nevertheless, any delay in return tonormalcy could put pressure on collections and asset quality metrics and will be a key monitorable.

Analytical ApproachCRISIL has analysed the business and financial risk profiles of ICICI Home and also centrally factors parent, ICICI Bank's,support. This is because, CRISIL believes that ICICI Bank will continue to support to ICICI Home considering the strategicimportance of the entity, shared brand name and majority shareholding (currently 100%).

Key Rating Drivers & Detailed DescriptionStrengths* Expectation of continued strong support from the parent

Annexure 10: Rating letters and Rating rationale



ICICI Home is a strategically important subsidiary for ICICI Bank, with presence in products and geographies thatcomplement the bank's offerings. It provides housing loan, loan against property (LAP), lease rental discounting (LRD) anddeveloper financing, and has recently ventured into gold financing. ICICI Bank continues to provide strong strategic andmanagement support to the company, in the form of representation on the board and monitoring of growth strategies andperformance. Most of the current senior management of ICICI Home has been drawn from ICICI Bank having vast and well-rounded experience across domains. The company has significantly scaled up its distribution and credit capacities todeepen its presence in individual home loans and LAP. Further, strong parentage enables the company to raise funds atcompetitive rates. ICICI Bank holds 100% stake in ICICI Home and is expected to maintain majority share in the company. * Diversified resource profileResource profile of ICICI Home is stable and well-diversified. The total borrowings were Rs. 13,956 crore as on August 31,2020, comprising bank borrowings (45% of total borrowing; includes external commercial borrowings), bonds (20%),commercial paper (1%), fixed deposits (23%) and National Housing Board refinance (NHB; 11%). The company has beensuccessfully tapping the debt markets by raising medium- and long-term debt from several investors at competitive rates. Ithas been able to raise funds via ECBs and also through NHB refinance. In fiscal 2020, it has also done securitisationtransactions of around Rs 2500 crore. Cost of borrowing1 stood at 8.3% on annualized basis for quarter ended June 30,2020 (9.5% for fiscal 2020). Being part of ICICI group also supports the ability to raise resources at competitive rate. Weaknesses* Average asset quality and profitabilityThe asset quality is average, with gross stage 3 assets at 5.5% as on June 30, 2020 (5.8% as on March 31, 2020). Higherdelinquencies in the construction finance (CF) portfolio has largely contributed to increase in stage 3 assets during fiscals2018 and 2019. The company has significantly run down its CF book (4% of loan book as on June 30, 2020) and expectsthe proportion to remain low. It has also entered into new product segment of gold financing, though this will remain a smallconstituent of the overall book over the medium term. Profitability has moderated over last few years, with return on assets (RoA) of 0.002% for fiscal 2020 (0.4% for fiscal 2019).This was primarily due to increased provisions (credit cost2 of 1.3% for fiscal 2020) and investment towards expansion ofinfrastructure, technology and manpower for scaling up of business (operating expense3 at 1.9% of average total assets). Infiscal 2019, the company significantly scaled up its distribution and credit capacities to deepen presence in individual homeloans and LAP loans, which led to elevated operating expenses. In fiscal 2020, apart from high provisions, profitability wasalso got impacted due to one-time impact of deferred tax assets (DTA) adjustment (Rs 21.3 crore) and loss incurred onconsumer durables portfolio (Rs 30.9 crore). For the quarter ended June 30, 2020, the company reported profit after tax(PAT) of Rs 1.3 crore, with an anuualized RoA of 0.03%. While focus mainly on retail home loans and LAP, strengthening of credit, risk & collection teams and expectation ofresolution in chunky developer loans could improve asset quality, delinquencies may inch up over the next few quarters onaccount of Covid-19 impact. This could also lead to continuation of moderate profitability over the near term.

Liquidity SuperiorLiquidity position of ICICI Home is superior with cash and cash equivalents, and liquid investments aggregating to Rs 1,678crore as on September 8, 2020, with further cushion available through unutilised sanctioned bank lines of Rs 1,425 crore.This is sufficient to cover the upcoming wholesale principal repayments of Rs 708 crore up till February 28, 2021. Withrespect to asset liability management position as on March 31, 2020, there are mismatches in some buckets as seen forpeers in this sector, though including bank lines the inflows are fairly matched with the outflows on cumulative basis. Thecompany also benefits from the support from ICICI Bank.

Outlook: StableCRISIL believes ICICI Bank will retain its majority shareholding in ICICI Home, and continue to extend strategic,management, and financial support to the company as and when required. ICICI Home is expected to maintain healthycapitalisation and diversified resource profile over the medium term.

Rating Sensitivity FactorsDownward Factors* Downward change in the credit risk profile of ICICI Bank by 1 notch could have a similar rating change on ICICI Home* Any material change in the shareholding or support philosophy of ICICI Bank* Significant deterioration in asset quality, also impacting profitability.

About the CompanyICICI Home was incorporated in 1999 and is a wholly-owned subsidiary of ICICI Bank. The entity provides housing loan,LAP and developer financing, and has recently ventured into gold financing. It had an AUM and loan portfolio of Rs 16,798crore and Rs 14,514 crore, respectively, as on June 30, 2020. Housing loans, LAP, and developer finance formed 59%,37%, and 4%, respectively, of the AUM. A very small share is constituted by loan against shares (being run down) and goldfinancing. ICICI Home ventured into consumer durable financing in fiscal 2019, however that business has now been



As on/for the period ended March 31, Unit 2020 2019Total assets Rs crore 15370 13928Total income Rs crore 1670 1164Profit after tax Rs crore 0.3 44.1Return on assets (annualised) % 0.002 0.4Adjusted gearing Times 7.9 7.0Gross Stage 3 assets % 5.8 5.4

discontinued by the Company. It had a network of 139 standalone branches as on June 30, 2020.

The company reported profit after tax (PAT) of Rs 0.3 crore on total income of Rs 1670 crore for fiscal 2020, as against Rs44 crore and Rs 1164 crore, respectively, for the previous fiscal. For the quarter ended June 30, 2020, the companyreported PAT of Rs 1.3 crore on total income of Rs 377 crore (loss of Rs 6.0 crore on total income of Rs 362 crore forcorresponding period previous fiscal).

1The analytical ratios have been calculated as per CRISIL's methodology2The analytical ratios have been calculated as per CRISIL's methodology3The analytical ratios have been calculated as per CRISIL's methodology.

Key Financial Indicators

Note: The analytical ratios have been calculated as per CRISIL's methodology

Any other information: Not applicable

Note on complexity levels of the rated instrument:CRISIL complexity levels are assigned to various types of financial instruments and are included (where applicable) in theAnnexure -- Details of Instrument in this Rating Rationale. For more details on the CRISIL complexity levels, pleasevisit www.crisil.com/complexity-levels.

Annexure - Details of Instrument(s)

ISIN No. Name of theinstrument

Date ofissuance

Couponrate (%)

Maturitydate

Issue size(Rs.Cr)

ComplexityLevel Rating

NA Fixed deposit NA NA NA 4500 Simple FAAA/Stable

NA Non-convertibledebentures* NA NA NA 1150 NA CRISIL

AAA/Stable

INE071G07264 Non-convertibledebentures 12-Apr-19 8.25% 22-Mar-21 105 Simple CRISIL

AAA/StableINE071G07280

Non-convertible

debentures 05-Dec-19 7.70% 05-Dec-22 275 Simple CRISILAAA/Stable

INE071G07298 Non-convertibledebentures 05-Dec-19 8.00% 05-Dec-24 120 Simple CRISIL

AAA/Stable

INE071G07298 Non-convertibledebentures 30-Jan-20 8.00% 05-Dec-24 350 Simple CRISIL

AAA/Stable

INE071G07280 Non-convertibledebentures 12-Feb-20 7.70% 05-Dec-22 300 Simple CRISIL

AAA/Stable

INE071G07231 Non-convertibledebentures 28-Apr-20 7.40% 28-Apr-23 100 Simple CRISIL

AAA/Stable

INE071G07256 Non-convertibledebentures 28-Apr-20 7.60% 28-Apr-25 120 Simple CRISIL

AAA/Stable

INE071G07249 Non-convertibledebentures 19-May-20 7.20% 19-Sep-22 275 Simple CRISIL

AAA/Stable

INE071G07322 Non-convertibledebentures 26-May-20 7.45% 05-Jul-24 200 Simple CRISIL

AAA/Stable

INE071G07330 Non-convertibledebentures 26-May-20 8.00% 24-May-30 5 Simple CRISIL

AAA/Stable

NA Subordinatedebt* NA NA NA 404.50 Complex CRISIL

AAA/Stable

INE071G08AH0 Subordinate debt 10-Jun-20 8.02% 10-Jun-30 50 Complex CRISILAAA/Stable

INE071G08AH0 Subordinate debt 26-Jun-20 8.02% 10-Jun-30 45.50 Complex CRISILAAA/Stable

NA Long termprincipal

protected market-

NA NA NA 634.40 Highlycomplex

CRISIL PP-MLD

AAAr/Stable



linkeddebentures*

INE071G07355Long termprincipal

protected market-linked debentures

26-Jun-19Linked to10 year

Govtsecurity

25-June-21 25 Highlycomplex

CRISIL PP-MLD

AAAr/Stable



26-Jul-19Linked to10 year

Govtsecurity

25-June-21 5 Highlycomplex

CRISIL PP-MLD

AAAr/Stable



06-Aug-19Linked to10 year

Govtsecurity

06-Aug-21 119.5 Highlycomplex

CRISIL PP-MLD

AAAr/Stable




Govtsecurity

25-June-21 45.8 Highlycomplex

CRISIL PP-MLD

AAAr/Stable



06-Sep-19Linked to10 year

Govtsecurity

06-Jan-22 27 Highlycomplex

CRISIL PP-MLD

AAAr/Stable



23-Oct-19Linked to10 year

Govtsecurity

06-Jan-22 11.5 Highlycomplex

CRISIL PP-MLD

AAAr/Stable



23-Oct-19Linked to10 year

Govtsecurity

06-Aug-21 6 Highlycomplex

CRISIL PP-MLD

AAAr/Stable



29-Nov-19Linked to10 year

Govtsecurity

06-Jan-22 15.8 Highlycomplex

CRISIL PP-MLD

AAAr/Stable




Govtsecurity

26-Aug-22 110 Highlycomplex

CRISIL PP-MLD

AAAr/Stable

*Yet to be issued

Annexure - Rating History for last 3 Years Current 2020 (History) 2019 2018 2017 Start of

2017

Instrument Type OutstandingAmount Rating Date Rating Date Rating Date Rating Date Rating Rating

Fixed Deposits FD 4500.00 FAAA/Stable 19-06-20 FAAA/Stable 09-08-19 FAAA/Stable -- -- --

05-06-20 FAAA/Stable 07-06-19 FAAA/Stable

22-04-20 FAAA/Stable 21-01-19 FAAA/Stable

08-01-19 FAAA/Stable

Long TermPrincipalProtectedMarket LinkedDebentures

LT 365.6023-09-20

CRISIL PP-MLD

AAAr/Stable 19-06-20

CRISIL PP-MLD

AAAr/Stable 09-08-19

CRISIL PP-MLD

AAAr/Stable -- -- --

05-06-20 CRISIL PP-

MLDAAAr/Stable

07-06-19 CRISIL PP-

MLDAAAr/Stable

22-04-20 CRISIL PP-

MLDAAAr/Stable

NonConvertibleDebentures

LT 1850.0023-09-20

CRISILAAA/Stable 19-06-20 CRISIL

AAA/Stable 09-08-19 CRISILAAA/Stable -- -- --

05-06-20 CRISILAAA/Stable 07-06-19 CRISIL

AAA/Stable

22-04-20 CRISIL 21-01-19 CRISIL



AAA/Stable AAA/Stable

SubordinatedDebt LT 95.50

23-09-20 CRISIL

AAA/Stable 19-06-20 CRISILAAA/Stable -- -- -- --

05-06-20 CRISILAAA/Stable

22-04-20 CRISILAAA/Stable

All amounts are in Rs.Cr.

Links to related criteriaCRISILs Bank Loan Ratings - process, scale and default recognitionRating Criteria for Finance CompaniesCriteria for Notching up Stand Alone Ratings of Companies based on Parent Support

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CONFIDENTIAL ICIHMFNCOL/255012/NCD/092001322/13 September 03, 2021 Mr. Vikrant Gandhi Chief Financial Officer ICICI Home Finance Company Limited ICICI HFC Tower Andheri Kurla Road, JB Nagar Andheri Mumbai 400059 Dear Mr. Vikrant Gandhi, Re: CRISIL Rating on the Non-Convertible Debentures Aggregating Rs.3000 Crore of ICICI Home Finance Company Limited All ratings assigned by CRISIL Ratings are kept under continuous surveillance and review. Please refer to our rating letter dated August 02, 2021 bearing Ref. no: ICIHMFNCOL/255012/NCD/092001322/12 Please find in the table below the rating outstanding for your company.

S.No. Instrument Rated Amount (Rs. in Crore) Rating Outstanding 1 Non-Convertible Debentures 3000 CRISIL AAA/Stable

In the event of your company not making the issue within a period of 180 days from the above date, or in the event of any change in the size or structure of your proposed issue, a fresh letter of revalidation from CRISIL Ratings will be necessary. As per our Rating Agreement, CRISIL Ratings would disseminate the rating along with outlook through its publications and other media, and keep the rating along with outlook under surveillance for the life of the instrument. CRISIL Ratings reserves the righ t to withdraw or revise the ratings assigned to the captioned instrument at any time, on the basis of new information, or unavailability of information or other circumstances, which CRISIL Ratings believes, may have an impact on the rating. As per the latest SEBI circular (reference number: CIR/IMD/DF/17/2013; dated October 22, 2013) on centralized database f or corporate bonds/debentures, you are required to provide international securities identificat ion number (I SIN; a long with the reference number and the date of the rating letter) of all bond/debenture issuances made against this rating letter to us. The circular also requires you to share this information with us within 2 days after the allotment of the ISIN. We request you to mail us a ll the necessary and relevant information at [email protected]. This will enable CRISIL Ratings to verify and confirm to the depositories, including NSDL and CDSL, the ISIN details of debt rated by us, as required by SEBI. Feel free to contact us for any clarifications you may have at [email protected] Should you require any clarifications, please feel free to get in touch with us. With warm regards, Yours sincerely,

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www.icra .in Page | 1

May 28, 2021

ICICI Home Finance Company Limited: Ratings reaffirmed

SSummary of rating action

Instrument* Previous Rated Amount (Rs. crore)

Current Rated Amount (Rs. crore)

Rating Action

Long-term bonds programme 7,923.50 7,923.50 [ICRA]AAA(Stable) reaffirmed

Long-term bonds programme 625.00 - [ICRA]AAA(Stable) reaffirmed and withdrawn

Subordinated debt programme 665.70 665.70 [ICRA]AAA(Stable) reaffirmed Fund-based bank limits 15,000 15,000 [ICRA]AAA(Stable) reaffirmed Fixed deposit programme - - MAAA(Stable) reaffirmed Commercial paper programme 4,000 4,000 [ICRA]A1+ reaffirmed Issuer rating - - [ICRA]AAA(Stable) reaffirmed Total 28,214.20 27,589.2

*Instrument details are provided in Annexure-1

Rationale ICICI Home Finance Company Limited (ICICI HFC) is a wholly-owned subsidiary of ICICI Bank (rated [ICRA]AAA(Stable)/[ICRA]A1+) and it remains an integral part of the ICICI Group. ICRA draws comfort from ICICI Bank’s current ownership and intention to retain a majority share in ICICI HFC and support the company with its capital requirements, if any. While future capital requirements will remain subject to arms’ length dealings and regulatory approvals, ICRA takes note of the Covid-19-induced weakening in the company’s asset quality levels with the Gross Stage 3 and Net Stage 3 assets at 6.65% and 5.19%, respectively, as on March 31, 2021. As a result, the solvency profile (Net Stage 3/Tier-I) weakened to ~48% as on March 31, 2021 (~34% as on March 31, 2020). Given the relatively higher share of the self-employed and loan against property (LAP) book, continued disruptions due to the second wave of Covid-19 infections could prolong the flowback from harder delinquency buckets. Accordingly, the high share of Gross Stage 2 and Net Stage 2 assets of 7.72% and 6.96% (~64% of Tier-I capital), respectively, as on March 31, 2021, could remain a source of incremental stress and could drive elevated provisioning and increased profitability related pressure if not resolved. Against this backdrop, the company is expected to remain dependent on ICICI Bank for capital support in the near to medium term depending on its ability to resolve its stressed assets. ICICI HFC has relied on asset sell-downs in FY2020 and FY2021, resulting in securitisation gains and better leverage management while growing its assets under management (AUM) amid subdued internal capital generation. Going forward, its ability to assign its portfolio to investors will remain key for profitability growth and for meeting capital requirements. ICRA expects the parent’s support to continue and any material change in the expected support to ICICI HFC or a change in the credit profile of the parent would be a key rating sensitivity. ICRA has withdrawn the rating assigned to the Rs. 625-crore long-term bonds programme as these bonds are fully redeemed and no amount is outstanding against the rated instrument. The rating was withdrawn in accordance with ICRA’s policy on withdrawal and suspension (click here for the policy).

Key rating drivers and their description

Credit strengths

Strong parentage with shared brand name; access to diversified sources of funding as subsidiary of ICICI Bank – ICICI HFC is a wholly-owned subsidiary of ICICI Bank and an integral part of the Group. ICRA draws further comfort from ICICI Bank’s intention to retain a majority shareholding in ICICI HFC. ICICI Bank has stated its intent to provide capital support for the


operations of ICICI HFC, if required, though the same will be subject to regulatory approvals. The company benefits from ICICI Bank’s strong franchise, brand name and the representation of ICICI Bank’s senior management on its board.

ICICI HFC also enjoys good financial flexibility by virtue of being a wholly-owned subsidiary of ICICI Bank and has access to funds at competitive rates of interest as well as the opportunity to diversify its resource profile. During FY2021, ICICI HFC increased borrowings/refinance from National Housing Board (NHB) and fixed deposits, while it pre-paid rupee term loans. Besides this, the company raised subordinated bonds in FY2021, as a result of which the share of bonds in total borrowings increased in FY2021. The favourable change in the resource mix has driven a moderation in the overall cost of funds for the company. ICRA draws comfort from ICICI HFC’s ability to further assign its portfolio to investors, including its parent, to meet its growth plans as well as any funding requirements.

CCredit challenges

Covid-19-induced stress has resulted in weak asset quality and solvency levels – While the weaker asset quality levels prior to FY2020 were mainly driven by the legacy non-performing advances (NPAs) in the construction finance segment, the asset quality in the retail segment weakened in FY2021 mainly due to the impact of the pandemic on the company’s loan portfolio. ICICI HFC’s AUM1 growth was muted at 3% YoY and stood at Rs. 16,973 crore as on March 31, 2021 against Rs. 16,435 crore as on March 31, 2020. While the on-book portfolio is dominated by home loans at 64% as on December 31, 2020 (61% as on March 31, 2020), the share of LAP remained high at 33% (36% as on March 31, 2020) followed by construction finance at 3% (3% as on March 31, 2020). Further, the share of the on-book portfolio represented by self-employed customers in the home loan and LAP segments stood at ~53% and ~88%, respectively, as on December 31, 2020.

Given the higher focus on increasing its share of affordable home loans (ticket size of less than Rs. 20 lakh) and the self-employed segment, the share of marginal and relatively vulnerable segments remains high for the company. Due to the relatively riskier borrower profile of the low-and-assessed income segments, the impact of Covid-19 has remained relatively higher for ICICI HFC as reflected in the increase in its Gross and Net Stage 3 assets. Accordingly, the company’s overall solvency profile remains weak with the Net Stage 3/Tier-I weakening to ~48% as on March 31, 2021 (34% as on March 31, 2020). Further, the Gross Stage 2 and Net Stage 2 assets rose to 7.72% and 6.96%, respectively, as on March 31, 2021 (2.94% and 2.39%, respectively, as on March 31, 2020) and Net Stage 2/Tier-I remained high at ~64% as on March 31, 2021 (~24% as on March 31, 2020). The increase in Stage 2 was driven by the Covid-19 restructuring (including expected restructuring) of ~Rs. 580 crore (4.2% of the on-book portfolio) undertaken by the company. Given the high share of Net Stage 3 and Net Stage 2 assets with respect to total capital as well as the continued disruptions due to the second Covid-19 wave, the asset quality metrics are expected to remain a monitorable in the near term.

Elevated credit costs expected to keep profitability weak – The company’s net interest margins (NIMs) declined to 2.4% of average managed assets (AMA) in FY2021 from 2.6% in FY2020. This was mainly due to an increase in the share of the relatively lower-yielding cash balances and investments as on March 31, 2021, coupled with the growth in the off-balance sheet even though a favourable change in the debt mix and increased focus on higher-yielding segments resulted in an expansion in the gross lending spreads and supported growth in the absolute net interest income in FY2021. Additionally, the restrictions on business activities in FY2021 helped contain operating expenses and led to a reduction in the cost-to-income ratio, thereby supporting the pre-provision operating profitability. Nonetheless, high establishment costs incurred prior to the onset of Covid-19 towards branch expansion remain a drag on the operating profitability and the cost-to-income ratio remained relatively elevated at ~46% in FY2021 although it was lower than ~56% in FY2020. Likewise, operating expense/AMA remained comparatively lower at 1.4% in FY2021 (1.8% in FY2020). Apart from curtailed disbursements in H1 FY2021 driving the muted AUM growth of ~3%, the relatively high gearing levels (gearing2 at 9.08 times as on March 31, 2021) resulted in a degrowth in on-book advances by ~2% on a YoY basis in FY2021. Fee/other income continued to be supported by income on portfolio sell-downs, thereby adding to the operating profits.

1 On-balance sheet loan book at Rs. 13,758 crore and portfolio sell-down at Rs. 3,215 crore as on March 31, 2021 against Rs. 14,092 crore and Rs. 2,343 crore, respectively, as on March 31, 2020

2 Gross Borrowings/Tier-I Capital


While all the above factors supported a relative improvement in the operating profitability to 1.7% of AMA in FY2021 (1.4% in FY2020), the credit costs spiked on the back of the weakening in the asset quality and the movement of advances into the Stage 2 and Stage 3 categories. As a result, credit costs remained higher at 1.5% of AMA in FY2021 compared to 1.2% in FY2020. High credit costs continued to impact the overall profitability with PAT/AMA at 0.12% in FY2021 (0.00% in FY2020).

ICRA expects that the company’s profitability could remain weak in FY2022 (PAT/AMA of less than 1%) on account of high credit costs. The ability to grow its portfolio, thereby resulting in the utilisation of the existing capacity while ensuring flowback from harder delinquency buckets, would be critical to help improve the profitability and generate growth capital internally.

Ability to securitise loan book critical for utilisation of expanded capacity and profitability, given the high leverage – While the overall AUM growth remained muted in FY2021, weak capital accretion prevented a meaningful improvement in the leverage. To improve the business volumes and AUM while managing the leverage, ICICI HFC undertook portfolio sales of Rs. 2,411 crore and Rs. 1,574 crore in FY2020 and FY2021, respectively. This also supported an improvement in the company’s Tier-I capital ratio to 15.92% as on March 31, 2021 from 13.74% as on March 31, 2020. Given the high leverage, the asset sell-down volumes are expected to continue to grow its disbursement volumes and AUM. ICRA draws comfort from ICICI HFC’s ability to further assign its portfolio to investors, including its parent, to meet its growth plans as well as any funding requirements.

Liquidity position: Adequate

The company has positive cumulative mismatches in the less than 1-year buckets (including sanctioned term loans) while the same is negative in the medium-term buckets owing to the long-term nature of the assets vis-à-vis its liabilities. The liquidity cushion stood at ~Rs. 2,361 crore as on May 3, 2021, comprising on-balance sheet liquidity (in the form of cash and cash equivalents and liquid mutual funds) of Rs. 386 crore and undrawn sanctioned lines of Rs. 1,975 crore (including undrawn sanctioned bank lines of Rs.1,725 crore). This is sufficient to meet the debt maturities, which are due in the next three months. Moreover, ICICI HFC enjoys good financial flexibility by virtue of being a wholly-owned subsidiary of ICICI Bank.

RRating sensitivities

Positive factors – Not applicable as the ratings for all the instruments are at the highest possible level.

Negative factors – Any material change in the expected support by ICICI Bank to the company or a change in the credit profile of ICICI Bank would be a key rating trigger. The ratings could be downgraded or placed on Negative outlook in case of a reduction in the Tier-I capital cushions to less than 2% above the regulatory requirements on a sustained basis.

Analytical approach Analytical Approach Comments

Applicable Rating Methodologies ICRA’s Credit Rating Methodology for Housing Finance Companies Impact of implicit support expected from parent or group on an entity’s credit rating

Parent/Group Support

ICICI Bank has stated its intent to support ICICI HFC for its capital requirements. ICRA expects that ICICI will extend financial support to ICICI HFC, as required, given that ICICI HFC is an integral part of the ICICI Group. ICICI Bank and ICICI HFC also share a common name, which, in ICRA's opinion, would persuade ICICI Bank to provide financial support to ICICI HFC to protect its reputation from the consequences of a Group entity's distress.

Consolidation/Standalone Standalone

About the company

Incorporated in 1999, ICICI HFC is a wholly-owned subsidiary of ICICI Bank. It is a housing finance company registered with National Housing Bank (NHB). ICICI HFC’s AUM stood at Rs. 16,973 crore as on March 31, 2021 (Rs. 16,435 crore as on March 31, 2020). ICICI HFC reported a total comprehensive income of Rs. 117 crore in FY2021 compared to total comprehensive


income of Rs. -14 crore in FY2020. The company’s net worth stood at Rs. 1,787 crore with a capital adequacy ratio of 20.94% as on March 31, 2021 against Rs. 1,668 crore and 14.80%, respectively, as on March 31, 2020. . Key financial indicators (standalone)

ICICI Home Finance Company Limited FY2020 FY2021 Total operating income Rs. Crore 1,669.9 1,613.5 Profit after tax Rs. Crore 0.3 21.7 Net worth Rs. Crore 1,667.8 1,787.1 Loan book (AUM) Rs. Crore 16,435 16,973 %Tier-I % 13.74% 15.92% %CRAR % 14.80% 20.94% Gearing (Gross borrowings / Tier-I capital) Times 9.71 9.08 Gearing (Gross borrowings / Net worth) Times 8.15 7.57 PAT/Average managed assets % 0.00% 0.12% Return on equity % 0.02% 1.25% % Gross Stage 3 % 6.00% 6.65% % Net Stage 3 % 3.33% 5.19%

Source: ICICI Home Finance Company Limited, ICRA research; All ratios in the rationale and the table as per ICRA calculations

SStatus of non-cooperation with previous CRA: Not applicable

Any other information: Not applicable



Website: www.icicihfc.com; Email: [email protected] free number for new customers: 1800 267 4455; Toll free number for existing customers: 1860 120 7777

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE COMMITTEE OF DIRECTORS OF ICICI HOME FINANCE COMPANY LIMITED AT ITS MEETING HELD ON WEDNESDAY, SEPTEMBER 8, 2021 __________________________________________________________________________________ Approval to file Shelf Placement Memorandums (SPMs), as per PAS- 4 requirements of Companies Act, 2013 and applicable SEBI regulations for issuance of various types of Secured and/or Unsecured Redeemable Non-Convertible Debentures (NCDs)

RESOLVED that approval of the Committee be and is hereby granted to the Company to offer secured and/or unsecured redeemable senior bonds in the form of NCDs for an amount of upto ̀ 25.88 billion and for secured and/or unsecured redeemable senior bonds in the form of MLDs for an amount of upto ` 5.00 billion on private placement basis by filing SPMs with BSE Limited and/or National Stock Exchange of India Limited prepared in line with the requirements of the Companies Act, 2013, SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021, Operational Circular issued by SEBI vide circular number SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021 and such other circulars as may be issued by SEBI from time to time and other applicable laws, which would be valid upto one year from the date of opening of first offer of debt securities under the respective SPMs or issuance of these NCDs upto the amount mentioned above, whichever is earlier.

RESOLVED further that the funds to be raised through private placement of NCDs and NCDs in the form of MLDs under the proposed SPMs of these instruments shall be for providing housing loans and other loans, for general corporate purpose, to retire/replace existing liabilities, and for temporary deployment pending utilisation of proceeds and shall not be for any specific project and the amount so raised would not be used for onward lending to any entities/parent companies/associates.

RESOLVED further that Axis Trustee Services Limited, who has consented to act as trustee be appointed as Trustee to the NCDs and NCDs in the form of MLDs issuance programme of the Company and for the purpose of secured NCD issuances, including MLDs, SBICAP Trustee Company be appointed as security trustee.

RESOLVED further that Anirudh Kamani, Managing Director & CEO and/or Vikrant Gandhi, Chief Financial Officer and/or Hetal Pamani, Head – Treasury and/or Priyanka Shetty, Company Secretary and/or Albey Mathew, Senior Manager – Treasury and/or Shraddha Wade, Senior Manager – Treasury be and are hereby severally authorised to make necessary changes in the draft SPMs, finalise and sign the same on behalf of the Company.

RESOLVED further that Anirudh Kamani, Managing Director & CEO be and is hereby authorized on behalf of all directors to sign the declaration/undertakings as may be required in the SPMs under the applicable SEBI regulations and Companies Act, 2013.

RESOLVED further that Anirudh Kamani, Managing Director & CEO and/or Vikrant Gandhi, Chief Financial Officer and/or Hetal Pamani, Head – Treasury and/or Priyanka Shetty, Company Secretary and/or Hemal Chauhan, Lead – Financial Reporting & Internal

Annexure 11: Copy of COD resolution dated September 8, 2021




Controls and/or Albey Mathew, Senior Manager – Treasury and/or Shraddha Wade, Senior Manager – Treasury and/or Purna Panigrahy - Senior Manager - Treasury Middle Office and/or Alekh Sharma, Manager – Treasury be and are hereby severally authorised to execute necessary documents for the proposed issuances of various types of NCDs including signing of pre-issue trustee agreement and post issue debenture trust deed, security documents as well as necessary documents required to be executed with Registrar and Transfer Agent (RTA) or for any other matter related to issuance of the these NCDs and MLDs. RESOLVED further that any one Director and/or Vikrant Gandhi, Chief Financial Officer and/or Hetal Pamani, Head – Treasury and/or Priyanka Shetty, Company Secretary and/or Albey Mathew, Senior Manager – Treasury and/or Shraddha Wade, Senior Manager – Treasury the Company be and are hereby severally authorized on behalf of the Company to execute necessary documents with BSE Limited and/or National Stock Exchange of India Limited and other concerned entities to enable the Company to raise its incremental NCDs, through electronic book mechanism by using the online platform provided by any of the electronic book provider like BSE Limited and/or National Stock Exchange of India Limited for receiving bids for its private placement. For ICICI Home Finance Company Ltd Priyanka Shetty Company Secretary



Annexure 12: Auditors Certificate


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Annexure 13 In Principle Approval