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As filed with the Securities and Exchange Commission on December 19, 2025
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Registration No. 333-200530
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It is proposed that this filing become effective under Rule 466:
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☐ immediately upon filing.
☐ on (Date) at (Time).
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Title of each class
of Securities to be registered |
Amount to be registered
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Proposed
maximum aggregate price per unit(1) |
Proposed
maximum aggregate offering price(2) |
Amount of registration fee(3)
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American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing 2 equity shares of ICICI Bank Limited.
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N/A
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N/A
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N/A
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N/A
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| 1 |
For the purpose of this table only the term “unit” is defined as one American Depositary Share.
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| 2 |
Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American
Depositary Shares.
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| 3 |
Previously paid. |
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Item 1.
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DESCRIPTION OF SECURITIES TO BE REGISTERED
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Required Information
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Location in Form of Receipt Filed Herewith as Prospectus
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1.
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Name of depositary and address of its principal executive office
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Face of Receipt – introductory article
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2.
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Title of Receipts and identity of deposited securities
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Face of Receipt – top center
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Terms of Deposit:
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(i)
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The amount of deposited securities represented by one American Depositary Share (“ADS”)
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Face of Receipt – upper right corner
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(ii)
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The procedure for voting the deposited securities
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Reverse of Receipt – Article 17
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(iii)
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The procedure for collecting and distributing dividends
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Reverse of Receipt – Article 13
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(iv)
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The procedures for transmitting notices, reports and proxy soliciting material
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Face of Receipt – Article 11;
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(v)
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The sale or exercise of rights
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Reverse of Receipt – Article 14
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(vi)
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The deposit or sale of securities resulting from dividends, splits or plans of reorganization
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Face of Receipt – Article 3
Reverse of Receipt – Articles 13 and 18
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(vii)
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Amendment, extension or termination of the deposit arrangements
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Reverse of Receipt – Articles 21 and 22 (no provision for extension)
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(viii)
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The rights of holders of Receipts to inspect the books of the depositary and the list of holders of Receipts
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Face of Receipt – Article 11
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(ix)
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Restrictions upon the right to transfer or withdraw the underlying securities
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Face of Receipt – Articles 2, 3 and 4
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(x)
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Limitation on the depositary’s liability
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Reverse of Receipt – Articles 13, 19 and 22
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3.
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Fees and charges that a holder of Receipts may have to pay, either directly or indirectly
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Face of Receipt – Article 7
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4.
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Fees and other direct and indirect payments made by the depositary to the foreign issuer of the deposited securities
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Not applicable
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Item 2.
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AVAILABLE INFORMATION
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Item 3.
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EXHIBITS
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(a)(i)
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Form of Deposit Agreement by and among ICICI Bank Limited (the “Company”), Deutsche Bank Trust Company Americas, as successor to Bankers Trust Company, as depositary (the “Depositary”), and registered holders and beneficial owners of
American Depositary Receipts issued thereunder (the “Deposit Agreement”), including the form of American Depositary Receipt to be issued thereunder, attached as Exhibit A thereto. — Previously filed as Exhibit (a) to Form F-6 (File No.
333-11504), dated February 18, 2000, and incorporated herein by reference.
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(a)(ii)
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Amendment No. 1 to the Deposit Agreement, including the form of American Depositary Receipts to be issues thereunder, attached as Exhibit A thereto. — Previously filed as Exhibit (a)(ii) to Form F-6POS (File No. 333-11504), dated July 1,
2024, and incorporated herein by reference.
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(a)(iii)
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Form of Amendment No. 2 to the Deposit Agreement, including the form of American Depositary Receipt to be issued thereunder, attached as Exhibit A thereto. — Filed herewith as Exhibit (a)(iii).
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(b)(i)
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Letter Agreements dated February 19, 2002 and April 1, 2002 between the Company and the Depositary amending and supplementing the Deposit Agreement. — Previously filed as Exhibit 2.2 to the Company's Annual Report on Form 20-F for the
fiscal year ended March 31, 2002, filed on September 30, 2002, and incorporated herein by reference.
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(b)(ii)
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Letter Agreement dated March 8, 2005 between the Company and the Depositary amending the Deposit Agreement to change the Company's agent for service of process. — Previously filed as Exhibit (b)(2) to Form F-6 (File No. 333-123236), dated
March 10, 2005, and incorporated herein by reference.
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(c)
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Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. — Not applicable.
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(d)
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Opinion of counsel to the Depositary as to the legality of the securities to be registered. — Previously filed as Exhibit (d) to this Registration Statement.
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(e)
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Certification under Rule 466. — Not applicable.
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Item 4.
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UNDERTAKINGS
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(a)
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The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the ADRs, any reports and communications received from the issuer
of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities; and (2) made generally available to the holders of the underlying securities by the issuer.
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(b)
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If the amount of fees charged is not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is
charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an ADR thirty (30) days before any change in the fee schedule.
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Legal entity created by the Deposit Agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares, each representing the right to receive 2 equity shares of ICICI Bank Limited
Deutsche Bank Trust Company Americas, as Depositary
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By:
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/s/ Michael Tompkins |
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Name: Michael Tompkins
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Title: Director
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By:
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/s/ Michael Curran |
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Name: Michael Curran
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Title: Vice President
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ICICI Bank Limited
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By:
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/s/ Anindya Banerjee |
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Name: Mr. Anindya Banerjee
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Title: Group Chief Financial Officer
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Signature
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Title
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| /s/ Sandeep Bakhshi |
Managing Director & Chief Executive Officer
(Principal Executive Officer) |
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Name:
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Mr. Sandeep Bakhshi
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/s/ Anindya Banerjee
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Group Chief Financial Officer
(Principal Financial Officer) |
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Name:
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Mr. Anindya Banerjee
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| /s/ Pradeep Kumar Sinha |
Non-Executive – (Part-Time) Chairman
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Name:
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Mr. Pradeep Kumar Sinha
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| /s/ Neelam Dhawan |
Independent Director
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Name:
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Ms. Neelam Dhawan
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| /s/ Subramanian Madhavan |
Independent Director
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Name:
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Mr. Subramanian Madhavan
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| /s/ Radhakrishnan Nair |
Independent Director
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Name:
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Mr. Radhakrishnan Nair
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| /s/ Balasubramanyam Sriram |
Independent Director
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Name:
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Mr. Balasubramanyam Sriram
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| /s/ Vibha Paul Rishi |
Independent Director
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Name:
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Ms. Vibha Paul Rishi
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| /s/ Rohit Bhasin |
Independent Director
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Name:
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Mr. Rohit Bhasin
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Independent Director
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Name:
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Mr. Punit Sood
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| /s/ Vijayalakshmi Iyer |
Additional (Independent) Director
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Name:
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Ms. Vijayalakshmi Iyer
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| /s/ Sandeep Batra |
Executive Director
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Name:
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Mr. Sandeep Batra
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| /s/ Rakesh Jha |
Executive Director
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Name:
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Mr. Rakesh Jha
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| /s/ Ajay Kumar Gupta |
Executive Director
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Name:
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Mr. Ajay Kumar Gupta
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By:
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/s/ Atul Jain |
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Name: Mr. Atul Jain
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Title: Country Head- USA
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Exhibit
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Document
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(a)(iii)
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Form of Amendment No. 2 to the Deposit Agreement
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