ICICI Bank Delisting ICICI Securities – How It Impacts You in 2025

What has the ICICI Bank board approved?

This week, ICICI Bank approved the delisting of ICICI Securities, which had been listed only since April 2018. The move involves a share swap, where ICICI Securities shareholders will receive 67 ICICI Bank shares for every 100 shares they hold—this is the approved ICICI Bank share swap ratio ICICI Securities deal.

The delisting comes at a time when ICICI Securities' stock has underperformed, while ICICI Bank has seen strong gains. The decision still awaits regulatory approvals for ICICI Securities delisting, including the NCLT and SC ruling on ICICI Securities delisting, amid some minority shareholders' objections.

If completed, ICICI Securities will become a full subsidiary of ICICI Bank, streamlining operations and potentially offering long-term synergies. However, the impact of ICICI Securities becoming a subsidiary of ICICI Bank remains mixed for shareholders—those who believe in ICICI Bank’s future may benefit, while others may feel short-changed by the swap ratio.

Table of Contents

1. What has the ICICI Bank board approved?
2. What’s Happening: ICICI Bank and ICICI Securities Delisting Explained
3. Key Regulatory Approvals and Legal Milestones for ICICI Securities Delisting
4. Changing face of broking business in India
5. Why does a brokerage have to be listed?
6. It is about monetizing ICICI Bank rally
7. Will ICICI Securities shareholders be better off?

What’s Happening: ICICI Bank and ICICI Securities Delisting Explained

Delisting Plan: ICICI Bank has decided to delist its subsidiary, ICICI Securities, from the stock exchange.
Share Swap Ratio: Shareholders of ICICI Securities will receive 67 shares of ICICI Bank for every 100 shares they hold.

Reason for Delisting: The move aims to simplify the group structure and make ICICI Securities a full subsidiary of ICICI Bank.

Regulatory & Legal Approval Needed: The delisting requires regulatory approvals, including clearances from NCLT and the Supreme Court, amid minority shareholders' objections.

What It Means for Shareholders: Shareholders will no longer hold ICICI Securities shares but will own ICICI Bank shares, which could be beneficial given the bank’s stronger stock performance.

Key Regulatory Approvals and Legal Milestones for ICICI Securities Delisting

Board Approval: ICICI Bank’s board has approved the delisting proposal and the share swap ratio with ICICI Securities.

Shareholder Approval: Approval from public and minority shareholders of ICICI Securities is required, especially given some minority shareholders' objections.

Stock Exchange & SEBI Clearance: The proposal needs a green light from stock exchanges and SEBI for compliance with listing and delisting regulations.

NCLT Approval: The National Company Law Tribunal (NCLT) must approve the scheme of arrangement between ICICI Bank and ICICI Securities.

Supreme Court Oversight (if needed): If legal challenges arise, a Supreme Court ruling on ICICI Securities delisting may be required to finalize the process.

Changing face of broking business in India

In recent quarters, most brokers have struggled to create value, especially those following a traditional online-plus-branch model, which is becoming increasingly unviable. With discount brokers dominating the market, pressure on margins has intensified. Value creation is now driven by brokers repositioning themselves as fintech platforms, while the traditional broking model sees declining interest—evident in mutual funds offloading such stocks.

In this context, ICICI Securities delisting appears to be a strategic move. For ICICI Securities to deliver investor value, it needed to evolve with the industry shift. Now, under the ICICI Bank share swap ratio ICICI Securities plan, shareholders will receive 67 ICICI Bank shares for every 100 held. The process is underway but awaits regulatory approvals for ICICI Securities delisting, alongside addressing minority shareholders' objections ICICI Securities. Final decisions rest on the NCLT and SC ruling on ICICI Securities delisting. The impact of ICICI Securities becoming a subsidiary of ICICI Bank could bring operational synergies, stronger brand backing, and a more future-ready fintech-driven business model.

Why does a brokerage have to be listed?

If you look at the large bank-based brokers, ICICI Securities was the only listed brokerage. For instance, the broking arms of Kotak Bank, Axis Bank, HDFC Bank or SBI are not listed. Generally, listing makes the business model of a stock quite vulnerable to the vagaries of the stock market. In fact, from the peak of October 2021, when retail broking participation had peaked, the price of ICICI Securities had almost halved. The recent spike in the price was more on the back of the swap ratio with ICICI Bank being attractive to shareholders. Also, listing is useful if the company has to consistently raise funds and leverage valuations. For ICICI Securities, the business model is self-funding. The volatile cycles in the capital market does not justify raising too much capital, nor does it need to raise outside capital. Hence, there is only so much value that a stock market listing can add for a stock like ICICI Securities.

It is about monetizing ICICI Bank rally

One of the obvious advantages for the bank is that buying up its subsidiaries allows them to monetize the rally in ICICI Bank effectively. Why to deploy the funds elsewhere when these funds can be deployed in-house. It sort of hits many birds with one stone. It helps ICICI Bank gets back full control of the securities business. Secondly, it does not have to worry about the added accountability of being a listed corporate. For banks in India, the listing of fund based businesses like life insurance, general insurance, credit cards and even AMC business has been lucrative. However, the listing of the securities business has not really added too much value as an independent listed entity.

Will ICICI Securities shareholders be better off?

The securities business in India is tightly regulated, risks are high and yields are consistently falling. At the same time, once the securities business achieves scale, it is auto resource generating and does not need external funds via listing. The listed securities stocks typically belong to broking companies not affiliated to banks, which needed the IPO funds to foray into the fund-based business. Banks floating securities business have no such compulsions. It is hardly surprising that ICICI Bank is not keen to keep ICICI Securities listed any longer; and that will eventually add more value to shareholders too.