NSEGeneral Updates4 Jul 2026 · 4 Jul 2026, 10:35 pm
General Updates
ICICI Bank Limited · ICICIBANK
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ICICI Bank Limited has informed the Exchange about Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) regarding a Letter of Undertaking entered into with Prudential Corporation Holdings Limited (Prudential) pertaining to non-exercise of certain rights by Prudential relating to ICICI Prudential Life Insurance Company Limited.
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ICICI Bank Limited has informed the Exchange about Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations)
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July 4, 2026
BSE Limited National Stock Exchange of India Limited
Listing Department Listing Department
Phiroze Jeejeebhoy Towers Exchange Plaza, 5th floor
Dalal Street Plot No. C/1, G Block
Mumbai 400 001 Bandra-Kurla Complex
Bandra (East)
Mumbai 400 051
Dear Sir/Madam,
S Sub: Disclosure under Regulation 30 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (Listing Regulations)
Pursuant to Regulation 30 of the Listing Regulations, and in furtherance of our disclosure
dated May 18, 2026, this is to inform you that ICICI Bank Limited (Bank) has entered into
a Letter of Undertaking today i.e. July 4, 2026 at 3:26 p.m. with Prudential Corporation
Holdings Limited (Prudential) (Undertaking) pertaining to non-exercise of certain rights
by Prudential relating to our subsidiary ICICI Prudential Life Insurance Company Limited
(Company), subject to approval of the Company’s Board of Directors and/or other
statutory/regulatory approvals (to the extent applicable).
In view of the above, the requisite details regarding the Undertaking are set out in
Annexure, in terms of the Listing Regulations and the SEBI Master Circular dated
January 30, 2026.
Kindly take note of the above.
Yours sincerely,
For ICICI Bank Limited
Prachiti Lalingkar
Company Secretary
Encl.: as above
Copy to:
(i) New York Stock Exchange (NYSE) (ii) SIX Swiss Exchange Ltd.
(iii) Singapore Stock Exchange (iv) Japan Securities Dealers Association
Annexure
Particulars Disclosure
1. If the listed entity is a party to Counterparty: Prudential Corporation Holdings
the agreement, details of the Limited (Prudential).
counterparties (including
name and relationship with Relationship: ICICI Bank Limited (Bank) and
the listed entity). Prudential are joint promoters of ICICI Prudential
Life Insurance Company Limited (Company).
2. If the listed entity is not a Not applicable
party to the agreement:
a. name of the party
entering into such an
agreement and the
relationship with the
listed entity;
b. details of the
counterparties to the
agreement (including
name and relationship
with the listed entity);
c. date of entering into the
agreement.
3. Purpose of entering into the Prudential has entered into definitive
agreement. agreements on May 17, 2026 with Bharti Life
Ventures Private Limited, 360 ONE group and
Bharti Life Insurance Company Limited (Bharti
Life), pursuant to which Prudential has agreed to
acquire a 75% stake in Bharti Life (Proposed
Transaction) subject to receipt of applicable
regulatory approvals and the satisfaction of
certain conditions.
To mitigate any potential conflict of interest in
the management of the Company pursuant to
the Proposed Transaction, the Bank and
Prudential have entered into a Letter of
Undertaking today.
4. Shareholding, if any, in the Bank and Prudential do not hold any
entity with whom the shareholding in each other.
agreement is executed.
5. Significant terms of the In view of the Proposed Transaction, the
agreement (in brief). Company will be applying to the Insurance
Regulatory and Development Authority of India
(IRDAI) for reclassification of Prudential from
‘promoter’ to ‘investor’ under IRDAI laws. The
Undertaking sets out certain aspects relating to
the inter-se rights of the Bank and Prudential
during the period from the date of submission of
such application to the IRDAI (Start Date) until
closing of the Proposed Transaction or such
other date as directed by the IRDAI in writing
(End Date).
In the event the Company decides to change its
name to remove the word “Prudential” in view of
the reclassification, Prudential will undertake
necessary steps to support the Company.
Prudential will also coordinate with Company on
matters including the transition and/or limited
usage of the “Prudential” brand name and the
iciciprulife.com domain name.
Additional details regarding the significant
terms are set out in sr. no. 6 below.
6. Extent and the nature of There is no impact on the management or control
impact on management or of the Bank.
control of the listed entity.
The impact is on the management of the
Company as under:
a. Prudential shall abstain from voting on any
matters requiring a special resolution, so
long as such matter requiring a special
resolution does not adversely impact any
right or interest of Prudential in the
Company. This abstinence shall be effective
from the Start Date to the End Date;
b. Prudential shall arrange for the resignation
of its nominee director on the Board of the
Company, with effect from the date on
which Company approves the
aforementioned reclassification application.
Further, Prudential shall not nominate
another director on the Board of the
Company from the Start Date to the End
Date; and
c. With effect from the date on which
Prudential’s reclassification from ‘promoter’
to ‘investor’ becomes effective, the Bank
shall vote in favour of the appointment /
replacement of one director to be nominated
by Prudential on the board of the Company,
subject to Prudential: (i) holding 10%
shareholding in the Company; and (ii) not
holding promoter status or more than 10%
shareholding in another life insurance
company in India.
7. Details and quantification of Not applicable
the restriction or liability
imposed upon the listed
entity.
8. Whether the said parties are Bank and Prudential are joint promoters of the
related to promoter / Company.
promoter group / group
companies in any manner. If
yes, nature of relationship.
9. Whether the transaction No. The Undertaking does not qualify as a
would fall within related related party transaction since no transfer of
party transactions? If yes, resources, services or obligations is taking place
whether the same is done at between the Bank and Prudential.
“arm's length”.
10. In case of issuance of shares Not applicable
to the parties, details of issue
price, class of shares issued.
11. Any other disclosures related Please refer to sr. nos. 5 and 6 above.
to such agreements, viz.,
details of nominee on the
board of directors of the listed
entity, potential conflict of
interest arising out of such
agreements, etc.
12. In case of recission, Not applicable
amendment or alteration,
listed entity shall disclose
additional details to the stock
exchange(s):
i. name of parties to the
agreement;
ii. nature of the agreement;
iii. date of execution of the
agreement;
iv. details and reasons for
amendment or alteration
and impact thereof
(including impact on
management or control
and on the restriction or
liability quantified earlier);
v. reasons for rescission and
impact thereof (including
impact on management or
control and on the
restriction or liability
quantified earlier).