Annual Return Rule 11Of the Companies (Management and Administration) Rules, 2014]

FORM NO. MGT-7 [Pursuant to sub-section (1) of section 92 of the Companies Act, 2013 and sub-rule (1) of Annual Return rule 11of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAIL

(i) Corporate Identification Number (CIN) of the Company : L65190GJ1994PLC021012 Global Location Number (GLN) of the Company :

Permanent Account Number (PAN) of the Company : AAACI1195H

(ii) (a) Name of Company : ICICI BANK LIMITED

(b) Registered Office address:

ICICI Bank Tower, Near Chakli Circle, Old Padra Road, Vadodara, Gujarat – 390007

(d) Telephone number with STD code : 02656722239

(e) Website : www.icicibank.com

(iii) Date of Incorporation : 05/01/1994

(iv)

Type of the Company Category of the Company Sub-category of the Company Public Company Company Limited by Shares Indian Non-Government Company

(v) Whether the Company is having share capital: Yes

(vi) Whether shares listed on recognised Stock Exchange: Yes

(a) Details of stock exchanges where shares are listed

S. No. Stock Exchange Name Code 1 BSE Ltd and National Stock Exchange of India Ltd 1025

(b) CIN of the Registrar and Transfer Agent : L67120MH1993PLC074411

Name of the Registrar and Transfer Agent

3I INFOTECH LIMITED

Registered office address of the Registrar and Transfer Agents Tower # 5, International Infotech Park, Vashi Station Complex, Navi Mumbai, Maharashtra 400703

(vii) Financial Year From date 01/04/2019 To date 31/03/2020

(viii) Whether Annual General Meeting held: No

(a) If yes, date of AGM Scheduled to be held on August 14, 2020

(b) Due date of AGM: 30/09/2020

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

Number of business activities: 1

Sr. Main Activity Description of Main Business Description of % of turnover No. Group Code activity Group Activity Code Business Activity of the Company 1 K Financial and K1 Banking activities by 100 Insurance Service Central, Commercial and Saving banks

Note: The Bank is a publicly held banking company engaged in providing a wide range of banking and financial services including retail banking, corporate banking and treasury operations.

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES (INCLUDING JOINT VENTURES)

Number of Companies for which information is to be given: 24

Sr. Name of the Company CIN/FCRN Holding subsidiary/ % of No. Associate/ shares Joint Venture Held 1 ICICI Investment U65990MH2000PLC124773 Subsidiary 100.00% Management Company Company Limited

2 ICICI Home Finance Company U65922MH1999PLC120106 Subsidiary 100.00% Limited Company

3 ICICI Trusteeship Services U65991MH1999PLC119683 Subsidiary 100.00% Limited Company

4 ICICI Prudential Pension U66000MH2009PLC191935 Subsidiary 100.00% Funds Management Company Company Limited1

5 ICICI Securities Primary U72900MH1993PLC131900 Subsidiary 100.00% Dealership Limited Company

6 ICICI International Limited Subsidiary 100.00% Company 7 ICICI Securities Holding Inc.2 Subsidiary 100.00% Company 8 ICICI Securities Inc.3 Subsidiary 100.00% Company 9 ICICI Bank Canada Subsidiary 100.00% Company 10 ICICI Bank UK PLC Subsidiary 100.00% Company 11 ICICI Venture Funds U72200MH1989PLC166901 Subsidiary 100.00% Management Company Company Limited

12 ICICI Securities Limited L67120MH1995PLC086241 Subsidiary 79.22% Company 13 ICICI Lombard General L67200MH2000PLC129408 Subsidiary 55.86% Insurance Company Limited Company

14 ICICI Prudential Life Insurance L66010MH2000PLC127837 Subsidiary 52.87% Company Limited Company 15 ICICI Prudential Asset U99999DL1993PLC054135 Subsidiary 51.00% Management Company Company Limited

16 ICICI Prudential Trust Limited U74899DL1993PLC054134 Subsidiary 50.80% Company 17 India Infradebt Limited U65923MH2012PLC237365 Associate 42.33% Company 18 Falcon Tyres Limited L25114KA1973PLC002455 Associate 26.39% Company 19 Rajasthan Asset Management U65999RJ2002PTC017380 Associate 24.30% Company Private Limited Company

20 OTC Exchange of India U67120MH1990NPL058298 Associate 20.00% Limited Company

21 Arteria Technologies Private U72900KA2007PTC041911 Associate 19.98% Limited Company

22 ICICI Merchant Services U74140MH2009PTC194399 Associate 19.01% Private Limited Company

23 I-Process Services (India) U72900MH2005PTC152504 Associate 19.00% Private Limited Company

24 NIIT Institute of Finance U80903DL2006PLC149721 Associate 18.79% Banking and Insurance Company Training Limited

Notes:

1 ICICI Prudential Pension Funds Management Company Limited is a wholly owned subsidiary of ICICI Prudential Life Insurance Company Limited.

2 ICICI Securities Holding Inc. is a wholly owned subsidiary of ICICI Securities Limited.

3 ICICI Securities Inc. is a wholly owned subsidiary of ICICI Securities Holding Inc.

The Corporate Identity Number (CIN) has been mentioned for Indian Subsidiaries/Associate Companies. The Companies as mentioned against Sr. No. 18-20 above are not considered as Associates in the financial statements, in accordance with the provisions of AS-23 on ‘Accounting for Investments in Associates in Consolidated Financial Statements’.

IV. SHARE CAPITAL, DEBENTURE AND OTHER SECURITIES OF THE COMPANY

(i) SHARE CAPITAL

(a) Equity Share Capital

Particulars Authorized capital Issued capital Subscribed capital Paid-up capital Total number of 12,500,000,000 6,472,765,203 6,472,765,203 6,472,765,203 equity shares Total amount of 25,000,000,000 12,945,530,406 12,945,530,406 12,945,530,406 equity shares (in Rupees)

Number of classes : 1

Class of Shares Authorized capital Issued capital Subscribed capital Paid-up capital Equity Shares Number of equity 12,500,000,000 6,472,765,203 6,472,765,203 6,472,765,203 Shares Nominal value per 2 2 2 2 share (in rupees) Total amount of 25,000,000,000 12,945,530,406 12,945,530,406 12,945,530,406 equity shares (in rupees)

Note: As there is no specific field above for indicating the forfeited shares, the break-up of the paid- up capital is separately given below:

Details As on March 31, 2020 Paid-up Capital Rs. 12,945,530,406.00 Add: Forfeited Rs. 2,118,864.13 Less: Calls unpaid Rs. 114.00 Total Rs. 12,947,649,156.13

(b) Preference Share Capital

Particulars Authorized capital Issued capital Subscribed capital Paid-up capital Total number of - - - - preference shares Total amount of - - - - preference shares (in rupees)

Number of classes

Class of Shares Authorized capital Issued capital Subscribed capital Paid-up capital Equity Shares Number of - - - - preference shares Nominal value - - - - per share (in rupees) Total amount of - - - - preference shares (in rupees)

Particulars Authorized capital Total amount of unclassified shares -

(d) Break-up of paid-up Share Capital

Class of shares Number of Total nominal Total paid-up Total premium Shares Amount (Rs.) Amount (Rs.) (Rs.) Equity Shares At the beginning 6,446,239,653 12,892,479,306 12,892,479,306 329,160,858,083.78 of the year Increase during 26,525,550 53,051,100 53,051,100 5,440,162,854.17 the year i. Public issues - - - - ii. Rights issue - - - - iii. Bonus issue - - - - iv. Private placement/ - - - - Preferential Allotment v. ESOPs 26,525,550 53,051,100 53,051,100 5,440,162,854.17

vi. Sweat Equity - - - - shares allotted vii. Conversion of - - - - preference shares viii. Conversion of - - - - debentures ix. GDRs/ ADRs - - - - x. Others, specify - - - - Decrease during - - - - the Year i. Buy-back of shares - - - - ii. Shares forfeited - - - - iii. Reduction of share - - - - capital iv. Others, specify - - - - At the end of the 6,472,765,203 12,945,530,406 12,945,530,406 334,601,020,937.95 year

Class of shares Number of Total nominal Total paid-up Total premium Shares Amount (Rs.) Amount (Rs.) (Rs.) Preference shares At the beginning of - - - - the year Increase during the - - - - year i. Issues of shares - - - - ii. Re-issue of forfeited - - - - shares iii. Others, specify Decrease during the - - - - year i. Redemption of - - - - shares ii. Shares forfeited - - - - iii. Reduction of share - - - - capital iv. Others, specify - - - - At the end of the - - - - Year

(ii) Details of stock split/ consolidation during the year (for each class of shares):

Class of Shares (i) (ii) (iii) Before split / Consolidation Number of shares - - - Face value per share - - - After split / Consolidation Number of shares - - - Face value per share - - -

(iii) Details of Shares /Debenture Transfer since closure date of last financial year (or in case of first return at any time since the incorporation of the Company)

Date of the previous Annual General Meeting: 09/08/2019

Note: The details of Shares/Debenture Transfers since closure date of last financial year will be submitted with the Ministry of Corporate Affairs.

(iv) Indebtedness including debentures (Outstanding as at the end of financial year)

Particulars Number of Nominal Total value (Rs.) Units Value per unit Non-convertible debentures 717,758 Different 416,044,580,039.86 (NCD) Values Borrowings outside India in 2,511,370 294,811,272,458.57 the nature of debt instruments Partly convertible - - - Debentures Fully convertible - - - Debentures Secured Loans (including (in India) - - 341,107,629,641.16 Interest outstanding/accrued but not due for payment) (outside - - - excluding deposits India) Unsecured Loans (including (in India) - - 256,142,198,111.65 interest outstanding / accrued but not due for (outside - - 341,623,583,377.73 payment) excluding deposits India) Deposits - - - Total 1,649,729,263,628.9

Note: Being a banking company, there are no public deposits.

Details of debentures (Amount in Rs.) Class of Outstanding as Increase during Decrease during Outstanding as at debentures at the beginning the year the year the end of the of the year year Non- convertible 467,937,563,660.72 10,618,994,137.56 62,511,977,758.42 416,044,580,039.86 debentures Partly convertible - - - - debentures Fully Convertible - - - - Debentures

(v) Securities (other than shares and debentures):

Type of Number Nominal Value Total Nominal Paid-up Value Total Securities of of each Unit Value of each Unit Paid-up Value Securities ------Total - - - - -

V. Turnover and Net Worth of the Company (as defined in the Companies Act, 2013)

(i) Turnover: Rs. 912,469,386,017.24

(ii) Net worth of the Company: Rs.1,036,651,121,498.25

VI. (a) SHAREHOLDING PATTERN - Promoters

Sr. Category Equity Preference No. Number of Percentage Number of Percentage shares Shares 1 Individual/Hindu Undivided Family (i) Indian - - - - (ii) Non-Resident Indian (NRI) - - - - (iii) Foreign National (other than NRI) - - - -

2 Government (i) Central Government - - - - (ii) State Government - - - - (iii) Government - - - - Companies 3 Insurance Companies - - - - 4 Banks - - - - 5 Financial institutions - - - - 6 Foreign Institutional Investors - - - - 7 Mutual Funds - - - - 8 Venture Capital - - - - 9 Body Corporate (not mentioned - - - - above) 10 Others, specify - - - - Total - - - -

Total number of shareholders (promoters): 0

(b) SHAREHOLDING PATTERN- Public/ Other than promoters

Sr. Category Equity Preference No. Number of Percentage Number Percentage Shares of shares 1 Individual/Hindu Undivided Family

(i) Indian 402,198,301 6.21% - -

(ii) Non-Resident Indian (NRI) 22,572,388 0.35% - -

(iii) Foreign National (other than NRI) 52,832 0.00% - - 2 Government (i) Central Government - - - - (ii) State Government - - - - (iii) Government 20,198,068 0.31% - - companies 3 Insurance Companies 759,972,864 11.74% - - 4 Banks 2,012,144 0.03% - - 5 Financial institutions 5,753,197 0.09% - - 6 FIIs/FPIs 2,286,827,687 35.33% - -

7 Mutual Funds 1,444,780,821 22.32% - - 8 Venture Capital - - - - 9 Body Corporate (not mentioned 114,890,244 1.77% - - above) 10 Others (includes Clearing Members, 1,413,506,657 21.84% - - Trusts, Alternate Investment Fund, IEPF, NBFCs registered with RBI etc) Total 6,472,765,203 100.00% - -

Total number of shareholders (other than promoters) 1,183,642

Total number of shareholders 1,183,642 (Promoters+Public/Other than promoters)

Name of the Address Date of Country of Number of % of shares FII Incorporation Incorporation shares Held held The details of FIIs/FPIs will be submitted with the Ministry of Corporate Affairs

VII. NUMBER OF PROMOTERS, MEMBERS, DEBENTURE HOLDERS (Details, Promoters, Members (other than promoters), Debenture holders)

Details At the beginning of the year At the end of the year Promoters 0 0 Members 860,698 1,183,642 (other than promoters) Non-convertible Debenture holders 132,193 132,166

VIII. DETAILS OF DIRECTORS AND KEY MANGERIAL PERSONNEL

(A) Composition of Board of Directors

Category Number of Directors Number of directors Percentage of shares at the beginning of at the end of the year held by directors as at the year the end of year Executive Non- Executive Non- Executive Non- Executive Executive Executive A. Promoter 0 0 0 0 0 0 B. Non- Promoter 4 9 3 8 0 0.03% (i) Non- Independent 4 0 3 0 0 0.03% (ii) Independent 0 9 0 8 0 0 C. Nominee 0 1 0 1 0 0 Directors representing (i) Banks & FIs 0 0 0 0 0 0 (ii) Investing 0 0 0 0 0 0 Institutions (iii) Government 0 1 0 1 0 0 (iv) Small Share 0 0 0 0 0 0 Holders (v) Others 0 0 0 0 0 0 Total 4 10 3 9 0 0.03%

Number of Directors and Key Managerial Personnel (who is not director) as on 14 financial year end date:

(B) (i) Details of Directors and Key Managerial Personnel as on the closure of financial year.

Name DIN/PAN Designation Number of Date of equity cessation (after share(s) closure of held financial year: If any) G. C. Chaturvedi 00110996 Director 0 Rama Bijapurkar 00001835 Director 2,600 Uday Chitale 00043268 Director 0

Neelam Dhawan 00871445 Director 0 Hari L. Mundra 00287029 Director 0 Radhakrishnan Nair 07225354 Director 0 B. Sriram 02993708 Director 0 S. Madhavan 06451889 Director 2,600 Lalit Kumar Chandel 00182667 Nominee Director 10 Sandeep Bakhshi 00109206 Managing Director 230,005 Vishakha Mulye 00203578 Whole-time Director 1,066,112 Anup Bagchi 00105962 Whole-time Director 0 Ranganath Athreya AEQPA7042C Company Secretary 110 Rakesh Jha AAHPJ5749E CFO 82,600

(ii) Particulars of change in director(s) and Key Managerial Personnel during the 6 year:

Name DIN/PAN Designation at the Date of Nature of change beginning / during appointment/ (Appointment/ the financial year change in Change in designation/ designation/ cessation Cessation)

Vijay Chandok 01545262 Whole-time director 07/05/2019 Cessation S. Madhavan 06451889 Additional Director 14/04/2019 Appointment Hari L. Mundra 00287029 Director 09/08/2019 Change in Designation Rama Bijapurkar 00001835 Director 09/08/2019 Change in Designation B. Sriram 02993708 Director 09/08/2019 Change in Designation S. Madhavan 06451889 Director 09/08/2019 Change in Designation

IX. MEETINGS OF MEMBERS/CLASS OF MEMBERS/BOARD/ COMMITTEES OF THE BOARD OF DIRECTORS

A. MEMBERS/CLASS/REQUISTIONED/NCLT/COURTCONVENED MEETINGS

Number of Meetings held : 1

Type of Date of Total Number of Attendance Meeting Meeting Members entitled Number of % of Total to attend the Meeting members attended shareholding Annual General 09/08/2019 871,988 426 0.003 Meeting

B. BOARD MEETINGS

Number of Meetings Held: 8

Sr. Date of Meeting Total Number of Attendance No. Directors associated Number of % of attendance as on the date of Directors Attended meeting

1 06/05/2019 13 13 100% 2 28/06/2019 12 11 91.67% 3 27/07/2019 12 10 83.33% 4 19/09/2019 12 12 100% 5 26/10/2019 12 11 91.67% 6 25/01/2020 12 11 91.67% 7 06/03/2020 12 11 91.67% 8 12/03/2020 12 12 100%

C. COMMITTEE MEETINGS

Number of meetings held: 69

Sr. Type of Meeting Date of Total Number Attendance No. Meeting of Members as on the date of the meeting Number of % of members attendance attended 1 Audit Committee 26/04/2019 3 3 100% 2 Audit Committee 06/05/2019 3 3 100% 3 Audit Committee 12/06/2019 3 3 100% 4 Audit Committee 16/07/2019 3 3 100% 5 Audit Committee 25/07/2019 3 3 100% 6 Audit Committee 27/07/2019 3 3 100% 7 Audit Committee 24/10/2019 3 3 100% 8 Audit Committee 26/10/2019 3 3 100% 9 Audit Committee 25/11/2019 3 3 100% 10 Audit Committee 23/01/2020 3 3 100% 11 Audit Committee 25/01/2020 3 3 100% 12 Audit Committee 19/03/2020 3 3 100%

13 Board Governance, 06/05/2019 4 4 100% Remuneration & Nomination Committee 14 Board Governance, 27/07/2019 4 4 100% Remuneration & Nomination Committee 15 Board Governance, 19/09/2019 4 4 100% Remuneration & Nomination Committee 16 Board Governance, 26/10/2019 4 4 100% Remuneration & Nomination Committee 17 Board Governance, 24/01/2020 4 4 100% Remuneration & Nomination Committee

18 Corporate Social 25/04/2019 2 2 100% Responsibility 19 Corporate Social 16/08/2019 4 4 100% Responsibility 20 Corporate Social 10/01/2020 4 3 75% Responsibility 21 Customer Service 29/05/2019 5 5 100% Committee 22 Customer Service 16/08/2019 4 4 100% Committee 23 Customer Service 15/11/2019 4 4 100% Committee 24 Customer Service 19/02/2020 4 4 100% Committee 25 Fraud Monitoring 25/04/2019 4 4 100% Committee 26 Fraud Monitoring 26/07/2019 5 5 100% Committee 27 Fraud Monitoring 16/10/2019 5 5 100% Committee 28 Fraud Monitoring 24/01/2020 5 5 100% Committee 29 IT Strategy Committee 29/05/2019 3 3 100% 30 IT Strategy Committee 13/08/2019 4 4 100% 31 IT Strategy Committee 06/11/2019 4 4 100% 32 IT Strategy Committee 19/02/2020 4 4 100% 33 Risk Committee 25/04/2019 3 3 100% 34 Risk Committee 12/06/2019 3 3 100% 35 Risk Committee 24/06/2019 3 3 100% 36 Risk Committee 26/07/2019 3 3 100% 37 Risk Committee 25/10/2019 3 3 100% 38 Risk Committee 13/02/2020 3 3 100% 39 Risk Committee 05/03/2020 3 3 100% 40 Stakeholders' Relationship 25/04/2019 3 3 100% Committee 41 Stakeholders' Relationship 16/08/2019 3 3 100% Committee 42 Stakeholders' Relationship 25/10/2019 3 3 100% Committee 43 Stakeholders' Relationship 24/01/2020 3 3 100% Committee

44 Credit Committee 02/04/2019 4 4 100% 45 Credit Committee 08/04/2019 4 4 100% 46 Credit Committee 12/04/2019 4 4 100% 47 Credit Committee 25/04/2019 4 4 100% 48 Credit Committee 17/05/2019 4 4 100% 49 Credit Committee 11/06/2019 4 4 100% 50 Credit Committee 19/06/2019 4 4 100% 51 Credit Committee 28/06/2019 4 4 100% 52 Credit Committee 26/07/2019 4 3 75% 53 Credit Committee 19/08/2019 4 4 100% 54 Credit Committee 04/09/2019 4 3 75% 55 Credit Committee 13/09/2019 4 4 100% 56 Credit Committee 20/09/2019 4 4 100% 57 Credit Committee 27/09/2019 4 4 100% 58 Credit Committee 11/10/2019 4 4 100% 59 Credit Committee 25/10/2019 4 4 100% 60 Credit Committee 21/11/2019 4 4 100% 61 Credit Committee 13/12/2019 4 4 100% 62 Credit Committee 23/12/2019 4 4 100% 63 Credit Committee 13/01/2020 4 4 100% 64 Credit Committee 14/02/2020 4 3 75% 65 Credit Committee 05/03/2020 4 4 100% 66 Credit Committee 13/03/2020 4 4 100% 67 Credit Committee 23/03/2020 4 4 100% 68 Review Committee for Identification of Wilful Defaulters/Non Co-Operative Borrowers: The Managing Director & CEO is the Chairman of this Committee and any two independent Directors comprise the remaining members. Two Meetings of the Committee were held during the year. 69 The Meeting held on November 6, 2019 was attended by Sandeep Bakhshi, Neelam Dhawan and B. Sriram and the Meeting held on February 13, 2020 was attended by Sandeep Bakhshi, S. Madhavan and Radhakrishnan Nair.

D. Attendance of Directors

Sr. Name of the Board Meetings Committee Meetings Whether No director No. of No. % of No. of No. % of attended Meetings of attendance Meetings of attendance AGM held which Meetings which Meetings on director attended director attended 14/08/2020 was was entitled to entitled to Yes/No/NA attend attend 1 G. C. Chaturvedi 8 8 100% 14 14 100% 2 Rama Bijapurkar 8 8 100% 11 10 90.91% 3 Uday Chitale 8 8 100% 21 21 100% 4 Neelam Dhawan 8 8 100% 15 15 100% 5 Hari L. Mundra 8 7 87.5% 31 30 96.77% AGM is yet 6 Radhakrishnan Nair 8 8 100% 30 30 100% to be held

7 B. Sriram 8 8 100% 23 23 100%

8 S. Madhavan 8 8 100% 23 23 100%

9 Lalit Kumar Chandel 8 3 37.5% - - -

10 Sandeep Bakhshi 8 8 100% 41 41 100% 11 Vishakha Mulye 8 8 100% 24 22 91.67% 12 Anup Bagchi 8 8 100% 19 19 100% 13 Vijay Chandok 1 1 100% - - - NA

X. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Number of Managing Director, Whole-time Directors and/or Manager whose remuneration details to be entered: 4

(Amount in Rs.) Sr. Name Designation Gross Commission Stock Others Total No. Salary Option/ Amount Sweat Equity 1 Sandeep Managing 57,282,286 - - - 57,282,286 Bakhshi Director 2 Vishakha Whole-time 67,192,915 - 28,933,600 - 96,126,515 Mulye Director 3 Anup Whole-time 60,965,628 - 324,519,032 - 385,484,660 Bagchi Director 4 Vijay Whole-time 22,610,761 - 94,803,153 - 117,413,914 Chandok Director Total 208,051,590 - 448,255,785 - 656,307,375

Note: The amount mentioned under Stock Option is the perquisite on stock options exercised in fiscal 2020.

Number of CEO, CFO and Company secretary whose remuneration details to be entered: 2

(Amount in Rs.) Sr. Name Designation Gross Commission Stock Option Others Total No. Salary / Sweat Equity Amount 1 Rakesh Jha CFO 44,267,702 - 35,334,098 - 79,601,800 2 Ranganath Company 20,825,026 - - - 20,825,026 Athreya Secretary Total 65,092,728 - 35,334,098 - 100,426,826

Note: The amount mentioned under Stock Option is the perquisite on stock options exercised in fiscal 2020.

Number of other directors whose remuneration details to be entered: 12

(Amount in Rs.) Sr. Name Designation Gross Commission Stock Others Total No. Salary Option/ Amount Sweat Equity 1 G. C. Chaturvedi Independent - - - 5,100,000 5,100,000 Director 2 Rama Bijapurkar Independent - 210,959 - 1,300,000 1,510,959 (w.e.f. January 14, 2019) Director 3 Uday Madhav Chitale Independent - 1,000,000 - 2,450,000 3,450,000 Director 4 Neelam Dhawan Independent - 1,000,000 - 1,550,000 2,550,000 Director 5 Radhakrishnan Nair Independent - 915,068 - 3,000,000 3,915,068 (w.e.f. May 2, 2018) Director 6 Hari L. Mundra Independent - 430,137 - 2,600,000 3,030,137 (w.e.f. October 26, 2018) Director 7 B. Sriram Independent - 210,959 - 2,350,000 2,560,959 (w.e.f. January 14, 2019) Director 8 S. Madhavan Independent - - - 2,650,000 2,650,000 (w.e.f. April 14, 2019) Director 9 Dileep Choksi Independent - 1,000,000 - - 1,000,000 (upto March 31, 2019) Director 10 V. K. Sharma Independent - 1,000,000 - - 1,000,000 (upto March 31, 2019) Director 11 Tushaar Shah Independent - 87,671 - - 87,671 (upto May 2, 2018) Director 12 Lalit Kumar Chandel Nominee - - - - - Director Total - 5,854,794 - 21,000,000 26,854,794

Notes: 1. Commission pertaining to fiscal 2019, paid in fiscal 2020. 2. In addition to Sitting fees, the amount mentioned under Others include gross amount of Rs. 3,500,000 paid as remuneration for fiscal 2020 to G. C. Chaturvedi.

The sitting fees of 100,000 each paid in fiscal 2020 to Uday Chitale and Radhakrishnan Nair for attending the Audit Committee Meeting held on February 22, 2019 is not included in the above table.

XI. MATTERS RELATED TO CERTIFICATION OF COMPLIANCES AND DISCLOSURES

A. Whether the Company has made compliances and disclosure in respect of applicable provisions of the Companies Act, 2013 during the year: Yes

B. If No, give reasons/observations - Not Applicable

XII. PENALTY AND PUNISHMENT- DETAILS THEREOF

(A) Details of penalties/punishment imposed on Company/ Directors /Officers: Nil

(B) Details of Compounding of offences: Nil

XIII. WHETHER COMPLETE LIST OF SHAREHOLDERS, DEBENTURE HOLDERS HAS BEEN ENCLOSED AS AN ATTACHEMENT:

The list of shareholders and debenture holders will be submitted with the Ministry of Corporate Affairs.

XIV. COMPLIANCE OF SUB-SECTION (2) OF SECTION 92, INCASE OF LISTED COMPANIES

In case of a listed company or company having paid up share capital of Ten Crore rupees or more or turnover of Fifty Crore rupees or more, details of Company Secretary in whole time practice certifying the annual return in Form MGT-8:

Form MGT-8 will be obtained from the Company Secretary in Practice for FY 2019-20.