ICICI Bank has issued a postal ballot notice to shareholders seeking approval for the appointment of Ms. Vijayalakshmi Iyer as an Independent Director. The notice, dated January 17, 2026, outlines the voting process and timeline for this corporate governance matter.

Postal Ballot Details and Timeline

The remote e-voting process is scheduled to commence on Tuesday, January 27, 2026, at 9:00 a.m. IST and will conclude on Wednesday, February 25, 2026, at 5:00 p.m. IST. The cut-off date for determining eligible shareholders is Monday, January 19, 2026.

The bank has appointed Mr. Alwyn D'souza (FCS No.: 5559, COP No.: 5137) of Alwyn D'souza & Co, Practising Company Secretaries as the Scrutinizer to oversee the voting process. Results will be declared on or before Friday, February 27, 2026, at any time before 5:00 p.m. IST.

Director Appointment Details

Ms. Vijayalakshmi Iyer (DIN: 05242960) was initially appointed as an Additional Independent Director by the Board on October 18, 2025, with effect from December 1, 2025. The appointment is subject to shareholder approval through this postal ballot process.

Professional Background and Experience

Ms. Iyer brings extensive banking sector experience, having served nearly four decades in the industry. She previously held the position of Chairman and Managing Director of Bank of India until May 2015, where she played an instrumental role in structuring the institution as an umbrella organization offering comprehensive banking and financial services.

Key achievements during her tenure include:

• Bank of India receiving the 'Best PSU Bank' award for overall growth in performance from Dun & Bradstreet
• Recognition as the 'Second Most Trusted Brand among the PSU Banks' by the Economic Times
• Service as member (finance & investment) at IRDAI from June 2015 to May 2017

Current Directorships and Committee Positions

As of January 16, 2026, Ms. Iyer holds directorships in multiple companies and serves on various board committees:

Key Directorships:

• Glenmark Pharmaceuticals Limited
• CG Power and Industrial Solutions Limited
• Computer Age Management Services Limited
• Avanse Financial Services Limited
• Axis Mutual Fund Trustee Limited
• ICICI Securities Limited

Committee Positions at ICICI Bank:

• Fraud Monitoring Committee
• Credit Committee
• Review Committee for identification and classification of wilful defaulters

Remuneration and Terms

As an Independent Director, Ms. Iyer will be entitled to a sitting fee of ₹1,00,000 for each Board or Board-level committee meeting attended. Additionally, she will receive a fixed annual remuneration of ₹30,00,000.

Voting Process and Compliance

The postal ballot process complies with the provisions of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Only electronic voting is being conducted, with no physical postal ballot forms being distributed. Shareholders whose email addresses are registered with KFin Technologies Limited, the bank's Registrar & Share Transfer Agent, will receive the notice electronically.

The bank has made arrangements for shareholders to vote through various platforms including NSDL and CDSL depository websites, as well as through KFin Technologies' e-voting platform. Technical support is available through dedicated helpdesks for shareholders facing any difficulties with the voting process.

Prabhudas Lilladher has maintained its 'BUY' rating on ICICI Bank with a target price of ₹1,800, despite the bank's soft quarterly performance that missed analyst expectations.

Quarterly Performance Challenges

The bank experienced a challenging quarter with lower core revenue and elevated provisions leading to a core profit after tax (PAT) miss of 5.10%. Several factors contributed to this underperformance:

Net interest margins (NIM) came under pressure due to the bank's strategy of utilizing investments over cash towards lending activities. This shift followed the Cash Reserve Ratio (CRR) cut, with incremental credit growth being primarily driven by corporate lending and mortgage segments.

Fee Income and Provision Concerns

Fee income declined due to weak growth in unsecured lending products and competitive pressure on loan-related fees. The bank faced a significant one-time provision impact of ₹12.80 billion related to Priority Sector Lending (PSL) non-compliance involving loans worth ₹200-250 billion, following the Reserve Bank of India's annual review.

Key Concerns Addressed

Two primary concerns that had been weighing on the stock's performance have shown signs of improvement:

• Loan Growth Recovery: The bank has witnessed a pickup in loan growth momentum, which management expects to continue in upcoming quarters
• Management Stability: The board has approved MD & CEO Mr. Bakshi's term extension for two years until September 2028, which alleviates key management personnel risk

Future Outlook and Valuation

Despite the current quarter's challenges, Prabhudas Lilladher remains optimistic about ICICI Bank's long-term prospects. The brokerage expects the bank to achieve an industry-best core Return on Assets (RoA) of 2.20% for FY28E.

The firm maintains its multiple on September 2027 core Adjusted Book Value and keeps the target price at ₹1,800 while retaining the 'BUY' recommendation, suggesting confidence in the bank's ability to overcome current headwinds and deliver strong returns to investors.