EXHIBIT 2.4





|Deutsche
Bank Trust Company Americas



Issuer Services -Depositary Receipts | 
|---------------------------------------------------------------------------- | 





STRICTLY PRIVATE AND CONFIDENTIAL



NOTICE OF AMENDMENTS TO ENGAGEMENT LETTER



October 31, 2017



ICICI Bank Limited (“you” or the “Company”)



ICICI Bank Towers



Bandra-Kurla Complex



Mumbai 400 051



India



Attention: Mr. Anindya Banerjee, Senior General Manager



Dear Mr. Banerjee:



We refer to the engagement letter, dated November 4, 2011 (as
amended, supplemented, or otherwise modified from time to time, the “Engagement Letter”) between us and you, outlining
the terms and conditions of the engagement of Deutsche Bank Trust Company Americas (“Deutsche Bank”) as depositary
bank. All capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Engagement Letter.



Pursuant to the Engagement Letter, Deutsche Bank has agreed
to make certain payments to the Company during the term of the Appointment that may be described and defined as “Reimbursement”
or “reimbursement” of, or “Contribution” or “contribution” toward, the Company’s investor
relations expenses or expenses relating to the ADR Program. As such, the Engagement Letter shall be amended as follows:



| | 1. | All references to the payments made by Deutsche Bank to the Company under the Engagement Letter will no longer be described
and defined as “Reimbursement” or “reimbursement” of, or “Contribution” or “contribution”
toward (as applicable), the Company’s investor relations expenses or expenses relating to the ADR Program, and are amended
to be described and defined as “payments” or “Program Payments”, including “Closing Payments”
and “Ongoing Payments”, in exchange for Deutsche Bank’s Appointment as depositary bank.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | Inclusion of the following representations:
| | -- | -------------------------------------------



‘‘You agree that you
will not use, and will cause your officers, employees, agents and affiliates not to use, directly or indirectly, any Program Payments
or other payments received from us for any purpose or in any manner that would violate: (i) the applicable anti-bribery or anti-corruption
laws, rules, and/or regulations of the jurisdictions in which the Company has its branches / subsidiaries, including the U.S. Foreign
Corrupt Practices Act of 1977, as amended, or the Bribery Act 2010 of the United Kingdom, or applicable laws or regulations implementing
the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions; (ii) the applicable
anti-money laundering statutes of the jurisdictions in which the Company has its branches / subsidiaries, including the rules and
regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental
agency, including the U.S. Currency and Foreign Transactions Reporting Act of 1970, as amended; or (iii) any economic or trade
sanctions administered or enforced by the U.S. government
only through the sanctions list promulgated by its Office of Foreign Assets Control of the U. S. Department of Treasury, or similar
sanctions lists promulgated by the United Nations Security Council, the European Union or Her Majesty's Treasury (collectively,
"Sanctions"). Neither the Company, nor any individual or entity which owns or controls the Company, is currently the
subject or target of any Sanctions.



Confidential









For purposes of this definition,
(i) the term "owns" means the direct or indirect ownership of 25% or more of the Voting Stock of the Company, and (ii)
the term “control" means the direct or indirect power to vote 25% or more of the Voting Stock of the Company, or the
direct or indirect power to direct or cause the direction of the management and policies of the Company, whether through the ownership
of Voting Stock, by contract or otherwise."



| | 3. | Inclusion of the following sentence which shall constitute an event of default:
| | -- | -------------------------------------------------------------------------------



“Prior to the expiration of the
Appointment, any of the Anti-Corruption, Anti-Money Laundering and Sanctions Representations are incorrect."



| | 4. | In addition to the above changes, Item A of Schedule I of the Engagement Letter shall be amended as follows, a new Item B and
a new Item C shall be inserted therein as follows, and the other Items of Schedule I shall be re-lettered as a result of inserting
such new Item B and new Item C:
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



"A.	We will, on the sixth
anniversary of the Effective Date. and on each successive anniversary thereafter during the Term, pay to you an amount equal to
one hundred percent (100%) of the net revenues, if any, collected by us as a result of charging ADR holders dividend processing
and annual servicing fees during the twelve-month period then ended, after deducting custody costs, up to US$464,285.7.
For the avoidance of doubt, we will be under no obligation to make any payment to you under this clause if such fees are not collected.



B.       If
the amount payable under item A above as of the sixth anniversary of the Effective Date or as of any successive anniversary thereafter
during the Term is less than US$464,285.7, we will make the difference available to you.



C.       In
connection with the issuance of bonus ADRs to the record ADR holders as of June 21, 2017 in the proportion of one bonus ADR for
every ten ADRs then held (the "Bonus ADR Issuance"), following the issuance by the Company of new equity shares
by way of a bonus equity share issuance to the record holders of existing equity shares of the Company as of June 21, 2017 in the
proportion of one equity share for every ten equity shares then held, we will pay on a one-off basis to you, upon collection thereof,
an amount equal to fifty percent (50%) of the revenues, if any, collected by us as a result of charging ADR holders an issuance
fee of US$0.03 per bonus ADR issued. For the avoidance of doubt, we will be under no obligation to make any payment to you under
this clause if such fees are not collected.''



Except as expressly modified hereby, the terms and conditions
of the Engagement Letter are hereby ratified and confirmed and remain in full force and effect. The form of payment request letter
for any payments by Deutsche Bank to you in exchange for Deutsche Bank's appointment as depositary bank, is attached as Exhibit
A hereto.



To confirm your acceptance of the amendments to the Engagement
Letter described in paragraphs 1, 2, 3 and 4 above, kindly sign, initial each page and return one original of this notice to Deutsche
Bank.



Confidential





Yours sincerely,



|/s/ Kelvyn Correa   |  | /s/ Michael Curran   
|------------------- |  | ---------------------
|Name:	Kelvyn Correa |  | Name:	Michael Curran 
|Title:	Director     |  | Title:	Vice President





For and on behalf of



DEUTSCHE BANK TRUST COMPANY AMERICAS



Confidential





EXHIBIT A



[ON LETTERHEAD OF COMPANY]



(Insert Date)



Deutsche Bank Trust Company Americas



60 Wall Street



Mail Stop NYC60-1635



New York, NY 10005



USA



Tel:+ 1 212 250 1405



Attn: Ms. Silvia Alonzo



Re: Deutsche Bank's payment in exchange for its Appointment
as depositary for the depositary receipt program for ICICI Bank Limited



Dear Ms. Alonzo



We refer to the engagement letter dated November 4, 2011 (as
amended, supplemented, or otherwise modified from time to time, the "Engagement Letter'') between us and you, outlining the
terms and conditions of the engagement of Deutsche Bank Trust Company Americas as depositary bank for the above-referenced depositary
receipt program. All capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Engagement
Letter.



We hereby confirm (a) our agreement and acceptance of the amendments
to the Engagement Letter set forth in the Notice of Amendments to the Engagement Letter dated as of October 25, 2017; (b) that
the Anti-Corruption, Anti-Money Laundering and Sanctions Representations are true and correct as of the date hereof; and (c) that
all other terms and conditions of the Engagement Letter are hereby ratified and confirmed and remain in full force and effect.



Kindly arrange to make payment of [insert USD amount] as consideration
for the Appointment to our account in the following manner:







|Account Name           | (Insert account name -- see below for full details)
|---------------------- | ---------------------------------------------------
|Account Number         | [insert account number]                            
|Bank Name              | [insert Bank name]                                 
|SWIFT Code             | [Insert SWIFT Code]                                
|Account Number         | [insert account number]                            
|USD Correspondent Bank | [insert name of correspondent bank]                
|SWIFT Code             | [Insert SWlFT code]                                





Following the Generic Legal Advice Memoranda issued by the Office
of Chief Counsel, U.S. Internal Revenue Service on December 17, 2010 and on July 3, 2013, Deutsche Bank will deduct U.S. withholding
tax at the applicable statutory or regulatory rate, currently 30 percent, from any amounts payable by Deutsche Bank under the Engagement
Letter (whether paid directly or indirectly), unless such withholding tax can be reduced or eliminated under the terms of an applicable
double taxation treaty. Deutsche Bank will not be required to pay any additional amounts or gross-up for amounts payable by it
for which such deduction for U.S. withholding tax has been applied. We acknowledge and agree to consult our own tax advisor as
to the particular tax consequences of the withholding tax under U.S. federal, state, local and non-U.S. tax laws.

Confidential









We further acknowledge and agree that the amounts set forth above
shall be inclusive of any and all taxes that may levy on the payment of the above mentioned consideration under the laws and regulations
of the United States, India, or other jurisdiction, including, without limitation, any goods and services tax or value-added tax
(if applicable). If any such tax is applied by any tax or other government authority, we acknowledge and agree that Deutsche Bank
will not be responsible for its payment and that Deutsche Bank will not be required to pay any additional amount or gross-up for
any such taxes that has been applied. For the avoidance of doubt, we further acknowledge that the provisions above relating to
U.S. withholding tax shall continue in full force and effect without regard to this paragraph.



We understand it will take up to ten business days from your
receipt of the original copy of this letter and our list of authorized signatories for us to receive payment.



Yours sincerely,



|[Company Authorized SIGNATURE] |  | [Company Authorized SIGNATURE]
|------------------------------ |  | ------------------------------
|{Insert name #1                |  | {Insert name #2}              
|{Insert title #1}              |  | {Insert title #2}             







Confidential