Mumbai, January 24, 2002

Performance Review - Nine Months ended December 31, 2001

The Board of Directors of ICICI Limited (NYSE: IC) at its meeting held at Mumbai today, approved the audited accounts of ICICI for the nine months ended December 31, 2001 (Apr-Dec 2001). The Board of Directors of ICICI also approved an interim dividend of 55% i.e. Rs. 5.5 per share (excluding dividend tax) in respect of the financial year ending March 31, 2002. The Board has fixed February 16, 2002 as the Record Date for the purpose of payment of interim dividend. The Board approved the unaudited consolidated accounts under Indian GAAP and considered the unaudited consolidated US GAAP financial statements of ICICI for Apr-Dec 2001.

Results - Indian GAAP

The consolidated profit after tax of ICICI and its subsidiaries as per the unaudited consolidated Indian GAAP accounts increased 17.5% to Rs. 965 crore in Apr-Dec 2001 from Rs. 821 crore in the nine months ended December 31, 2000 (Apr-Dec 2000).

ICICI's profit before tax as per the audited unconsolidated Indian GAAP accounts increased 21.3% to Rs. 1,053 crore in Apr-Dec 2001 from Rs. 868 crore in Apr-Dec 2000. Provision for taxation increased to Rs. 189 crore (including Rs. 95 crore on account of deferred tax provision) in Apr-Dec 2001 from Rs. 74 crore in Apr-Dec 2000, due to the creation of deferred tax provision as per the accounting standard, which came into effect in the current year. After allowing for the deferred tax provision, the profit after tax increased 8.7% to Rs. 864 crore in Apr-Dec 2001 from Rs. 794 crore in Apr-Dec 2000.

The profit before tax increased 12.2% to Rs. 311 crore in the quarter ended December 31, 2001 (Q3-2002) from Rs. 278 crore in the quarter ended December 31, 2000 (Q3-2001). After allowing for the higher provision for tax, the profit after tax was Rs. 256 crore in Q3-2002 compared to Rs. 253 crore in Q3-2001.

Unaudited Consolidated Accounts under US GAAP

Net income after cumulative effect of change in accounting principle decreased marginally to Rs. 605 crore (US$ 125 million) in Apr-Dec 2001 from Rs. 608 crore (US$ 126 million) in Apr-Dec 2000. Net income includes an amount of Rs. 89 crore on account of the cumulative effect of change in accounting principle consequent to the application of FAS241 and 142 from April 1, 2001.

Progress on Merger of ICICI, ICICI Personal Financial Services and ICICI Capital Services with ICICI Bank (NYSE: IBN)

The progress on the merger has been in line with the expected timeframe. The Scheme of Amalgamation ('the Scheme") has been filed with the High Court of Judicature at Mumbai and the High Court of Gujarat at Ahmedabad. An Extraordinary General Meeting of ICICI Bank shareholders has been convened on January 25, 2002, and of ICICI shareholders on January 30, 2002, to consider the Scheme.

Discussions with RBI on the proposal for the merger and the merged entity's compliance with regulatory norms applicable to banks are in progress. Plans for integration of the operations of the four companies are also progressing satisfactorily. As provided in the Scheme, the Appointed Date for the merger shall be March 30, 2002, or the date from which RBI's approval becomes effective, whichever is later.

Asset Quality

ICICI's net NPA ratio was 5.3% at December 31, 2001 and net NPAs outstanding were Rs. 3,083 crore.

Capital Adequacy

ICICI's capital adequacy at December 31, 2001 was 14.6% including Tier2 capital adequacy of 9.3% and Tier-2 capital adequacy of 5.3% (including revaluation reserve as per RBI guidelines).

Rating Upgrade by Moody's

ICICI's long-term foreign currency rating has been upgraded from Ba2, the sovereign rating for India, to Ba1, i.e., one notch above the sovereign rating by the international credit rating agency Moody's Investor Service.

ICICI was the only Indian company and one of only two Asian banks / financial institutions to be considered for a rating upgrade beyond the country ceiling by Moody's. Consequent to this upgrade, ICICI has become the only Indian company to be assigned an international credit rating higher than the sovereign rating. ICICI is the first bank / financial institution in Asia and the second Asian company to be upgraded beyond the country ceiling by Moody's.

Summary Profit and Loss Statement (Indian GAAP Unconsolidated)

Rs. crore

Q3 2001 Q3 2002 Apr-Dec 2000 Apr-Dec 2001 FY 2001 Fund based income 2,086 2,160 6,104 6,531 8,211 Less : Interest and depreciation charges 1,762 1,758 5,112 5,434 6,912 Net fund based income 324 402 992 1,097 1,299 Add : Fees and commissions 113 90 381 429 522 Net income from operations 437 492 1,373 1,526 1,821 Less : Operating expenses 88 87 255 248 337 Profit from operations 349 405 1,118 1,278 1,484 Less : Provisions and write-offs for loans & debentures 118 122 332 312 608 Profit before income from investments and other income 231 283 786 966 876 Add : Dividend income 6 26 68 120 108 Add: Net capital gain / (loss) 37 (4) (3) (48) 344 Add: Other income 4 6 17 15 62 Profit before accelerated provisioning and tax 278 311 868 1,053 1,390 Profit before tax 278 311 868 1,053 577 Less : Provision for tax1 25 55 74 189 40 Profit after tax 253 256 794 864 537 Less: Extraordinary items2 - - - 131 - Add: Appropriated from capital reserves - - - 131 - Preference dividend - - 18 - 18 Profit to equity holders 253 256 776 864 519

Summary Balance Sheet (Indian GAAP Unconsolidated)

Rs. crore

Dec 31, 2000 Dec 31, 2001 Growth % Mar 31, 2001 Net loans and debentures 54,325 54,896 1.1 56,002 Other Investments 3,971 6,165 55.3 4,404 Current assets 6,943 6,772 (2.5) 7,583 Leased assets 4,089 3,296 (19.4) 4,069 Other fixed assets 998 1,844 84.7 1,042 Miscellaneous expenditure 322 293 (9.1) 314 Total assets 70,648 73,266 3.7 73,414 Shareholders' equity and reserves 8,811 8,556 (2.9) 7,973 Of which : Equity capital 785 785 - 785 Preference capital 350 350 - 350 Borrowings 57,076 57,959 1.5 59,835 Current & other liabilities 4,411 6,401 45.1 5,256 Total liabilities 70,648 73,266 3.7 73,414

Note :

1. Provision for taxation for Apr-Dec 2001 includes deferred tax provision as per the accounting standard, which came into effect in the current year.
2. On October 16, RBI issued clarifications on the guidelines for the classification and valuation of investments. In compliance with the clarification, ICICI has effected changes in investment classification and the consequent impact on valuation. This resulted in an additional charge to the Revenue Account in Q2-2002 relating to the period upto March 31, 2001 amounting to Rs. 131 crore which is disclosed as an extraordinary item. As per the accounting policy followed by ICICI in earlier years, realised profit on sale of investments has been credited to the Revenue Account and transferred from the Revenue Account to the Capital Reserve account before arriving at the disposable profit. In accordance with its accounting policy, ICICI has utilised this component of the Capital Reserve to transfer to the Revenue Account an amount equivalent to the extraordinary charge referred to above.
3. Shareholders' equity and reserves includes revaluation reserve of Rs. 714 crore.

Forward-Looking Statements

Except for the historical information contained herein, statements in this release which contain words or phrases such as "will", "aim", "will likely result", "believe", "expect", "will continue", "anticipate", "estimate", "intend", "plan", "contemplate", "seek to", "future", "objective", "goal", "project", "should", "will pursue" and similar expressions or variations of such expressions may constitute "forward-looking statements". These forward-looking statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those suggested by the forward-looking statements. These risks and uncertainties include, but are not limited to our ability to successfully implement our strategy, future levels of non-performing and restructured loans, our growth and expansion, the adequacy of our allowance for credit losses, technological changes, investment income, cash flow projections, our exposure to market risks as well as other risks detailed in the reports filed by ICICI Limited with the Securities and Exchange Commission of the United States. ICICI undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date thereof.

For further press queries please contact:
ICICI: Mr Charudatta Deshpande
Head Corporate Communications,
Tel: 022-26538208
Fax: 022 26531116
email: charudatta.deshpande@icicibank.com

For investor queries please call Rakesh Jha at 91-22-653 8902 or Anindya Banerjee at 91-22-653 7131 or email at ir@icici.com