Investor Presentation

January 28, 2000

Agenda

Strategic Focus

e-enabling ICICI

Operational Performance

Financial Performance

Asset Composition and Quality

Capital and Shareholders

We have capitalised on market opportunities to stretch the boundaries of our business

We believe that the foremost ingredient for success has been our ability to continuously evolve both organisational structure and product offerings, thereby remaining on the cutting edge of financial services

ICICI - A Paradigm Shift from a development banking institution operating on a single product portfolio

Our transformation has been driven by the urge to enhance shareholder value Shareholder value is our key performance

metric

Allows for more transparent and accurate trade-offs

Create value in the ICICI Group wherever appropriate

Regulation has been a key driver in deciding the most optimum structure for creating value

ICICI: Strategic Transformation Matrix

Retail “Power Pay” Safety BondsConsumer

Asset Finance

ICICI Bank

Credit CardsB2C

Corporate Governan

ce

Audit Committee

Credit Committee

Governance Committee

Separation of Executive

Mgmt & Board

Independent Board

Technology

Internet Banking

Data Warehousing

ICICI InfoTech dot.comNetworked Presence

Before 1996 2000

Risk Mgmt/ Asset

Quality

Special Asset Mgmt Group

US GAAP Provisioning

Proactive Workout of

NPLs

Credit Risk Unit and Internal

Audit

Centralised & Independent Risk Mgmt

Corporate

Banking

Specialised Industry Groups

Structured Products

Group

Client Relationship

Groups

Project Finance

B2B Solutions

The Present Repositioning...

WholesaleBanking

RetailBanking

dot.comVentures & Investments

e-PlatformsTechnologyBackbone &

Services

Group

•Corporate Finance•Project Finance•Commercial Banking•Investment Banking•Venture Capital

•Accounts•Deposits•Bonds•Credit Cards•Mortgages•Auto loans•Personal Loans•Depository

•Web Trade•Housing portal•Other retail finance portals•Investments - Portals - Software - Networking - Media

•Payment Gateway•Financial vertical•Switch

•Financial vertical•Global transaction processing•Web technologies

Significant value in present structure... ICICI is clearly India’s largest hub for e-commerce

businesses and related technology initiatives Dot.com proposition in every conceivable space in

the environment Ownership : 100% subsidiary or principal sponsor Leveraging existing strengths and resources in

each venture Full value extraction will be a function of

Changes in Regulation Market response to current initiatives Ability to issue instruments like tracking stocks

The Investment Proposition... A stable, conservatively valued wholesale bank

Acts as a self-sustaining cash generator Provides the launching pad for new business growth

A “free” option on the rapidly growing retail banking franchise the investment bank with a strong fee earning

capacity and enormous upside from existing dot.com and

technology investments The possibility of a migration towards a more

“tech-stock” valuation as the multitude e-commerce initiatives start to deliver value

Agenda

Strategic Focus

e-enabling ICICI

Operational Performance

Financial Performance

Asset Composition and Quality

Capital and Shareholders

A synergistic approach

Web enabling existing products and services

New Opportunities

Invest

•Leverage existing domain

•e-Products and Services•e-Infrastructure

•Start-ups in dot.com world•Technology companiesPartnerships to add value

Internet based payment module “ Payments” for purchasers and sellers to effect payments online

Tie-up with a Compaq-led consortium for setting up a payment gateway to facilitate secured online B2C and B2B e-commerce transactions

Enhance business value by web enabling existing products and services

End to end financial solutions across entire client spectrum

Creating a closed user group among existing clients Path breaking B2B web based solution

for supply chain management Links corporate clients together with

their vendors and distributors in a closed loop Facilitating ease of funds transfer Superior inventory management

1000 participants presently in a closed e-commerce group

Leveraging Internet for new opportunities in the financial services domain... The first end-to-end integrated

web based trading service in India Unique 3-in-1 capability would allow the

customer seamless electronic trading Brokerage, Depository and online banking

account Web space complemented by 75 ICICI Cyber

points (thin branches) and 81 bank branches Demo site launched on January 13, 2000

More than 100,000 page views and 2,000 registrations within 24 hours of launch

India’s first credit card with Internet access launched Statements, payment details, outstandings,

due date, instructions and application on the Internet

Pan-India web based bills payment system Housing portal being launched to facilitate

the entire property and housing requirements of consumers

Other initiatives...

Building Retail Technology Infrastructure Nation-wide data communications network Fully-integrated multi-product and multi-channel

retail technology architecture Data-processing capabilities for retail customer

base Data-centres, Data mining and CRM Advanced work-flow management tools

All branches to run fully web-enabled software with most having no mid or back-office capability on-site

Decision support information on customer, product, delivery channel and risk mitigation

Investing in the Internet

To capitalise on entrepreneurial ideas There will be a successful dot.com

proposition in every space in the environment

ICICI seen as a value enhancer in this business

Sponsor, nurture and grow these initiatives

Incubator facilities Investments in various dot.com

initiatives Riding the valuation potential of future winners

Agenda

Strategic Focus

e-enabling ICICI

Operational Performance

Financial Performance

Asset Composition and Quality

Capital and Shareholders

Business Environment: Positive Signals Real GDP growth of 6.0% in Q2:FY2000 Annual inflation rate low at 2.7% as on Jan 1,

2000 Manufacturing sector recorded 6.9% growth

during Apr-Nov 1999 Production of capital goods grew by 7.9% Output of consumer durables rose by 11.8% Intermediate goods production up by 8.9%

Flow of funds from banks to commercial sector in Apr-Dec 1999 higher at Rs. 416.64 bn compared to Rs. 305.25 bn in Apr-Dec 1998

Buoyant capital markets

Extracting value from Group synergy... MCG, GCG and ICICI-Bank driving the efforts Corporate finance initiatives

Increased asset share in key PSUs and short-term products

Continued leadership in key industry sectors Emphasis on structured products Successful business interface created for

ICICI-Bank Credit clients, CMS accounts, Power-pay

accounts Creating business interface for ICICI Securities

Debt placements of Rs. 24.45 billion

Approvals - Dominated by Corporate Finance products

Apr-Dec 1998

33.0%

17.9%

17.4%

31.2%

0.5%

Apr-Dec 1999

21.8%

23.4%

15.7%

37.7%1.4%

Infrastructure

Oil & Gas

Manufacturingprojects

CorporateFinance

PersonalFinance

Rs. 274.90 bn Rs. 326.71 bn

Disbursals - Dominated by Corporate Finance products

Apr-Dec 1998

15.3%

18.8%25.8%

39.2%0.9%

Apr-Dec 1999

14.2%

23.2%15.6%

45.0% 2.0%

Infrastructure

Oil & Gas

Manufacturingprojects

CorporateFinance

PersonalFinance

Rs. 138.04 bn Rs. 170.17 bn

Diversified Loan Portfolio

Mar 31, 1997

8.6%

9.5%

73.1%

8.8%

Dec 31, 1999

16.6%

14.9%43.2%

25.3% Infrastructure

Oil & Gas

Manufacturingprojects

CorporateFinance

Rs. 297.83 bn Rs. 515.05 bn

Leveraging the retail franchise... Over 2.5 million retail customers

Cross selling opportunities A strong customer-centric strategy for

product design and product-delivery Rapid expansion of branch network

A total of 300 points of physical presence within the next year -- up from the current level of 170

Rapid expansion of ATM and cash-dispenser network The Power Pay model

ATM

A “click and brick” distribution strategy

120 ATMs

120 ATMs

Internet Banking

Internet Banking

81 Branches

81 Branches

75 ICICI centers

75 ICICI centers

8,000 Agents8,000 Agents

Call center

Call center

ICICI Customers

Retail Assets: Completing the Product Portfolio

Auto Loans

HomeLoans

ConsumerDurableLoans

DealerFunding

PersonalLoans

Nov 1998 Feb 1999 Apr 1999 May 1999 Nov 1999 Jan 2000

CreditCards

Creating the base in retail assets... Within a short period established an all India

presence Multiple delivery channels

Introduced innovative products and services Enabling customer capture and market share

4th largest player in national automobile loan market Leader in key cities like Chennai and Bangalore

Leadership in select cities in the housing loans market

Aiming for the premier position..

Retail Resources Completed 5 Public Issues of Bonds raising

Rs. 16.20 bn from over 430,000 investors Private placements of co-branded bonds

adding approximately 200,000 investors to the ICICI family of customers

New Initiatives Introduction of new product - Gilt Rate Plus

Bond Stock exchange approval to specify scrip

codes on Bond Certificates, resulting in ease of trading

Agenda

Strategic Focus

e-enabling ICICI

Operational Performance

Financial Performance

Asset Composition and Quality

Capital and Shareholders

Summary Performance (US GAAP)

Q398-99

Q399-00

Inc. % Apr -Dec 98

Apr -Dec 99

Inc. % FY98-99

Net income* 1.62 2.44 50.8 5.39 6.70 24.2 7.23

Stockholders’equity

37.74 67.39 78.6 37.74 67.39 78.6 36.51

Total assets 613.97 742.28 20.9 613.97 742.28 20.9 653.35

*Excluding extraordinary items and cumulative effect of change in accounting policy

Rs.bn

Summary Ratios (US GAAP)

9 monthsended Dec31, 1998

9 monthsended Dec

31, 1999

FY:98-99

EPS (Rs.) 15.0 14.9 15.1

Return on Assets (%) 1.3 1.3 1.3

Return on Equity (%) 20.3 17.4 20.0

Note: - Net income excludes extraordinary items and cumulative effect of change in accounting policy.- Ratios for 9 months ended Dec 31, 1998 and 1999 are annualized.

Summary Performance (Indian GAAP)

Q398-99

Q399-00

Inc.%

Apr-Dec 98

Apr-Dec 99

Inc.%

FY98-99

Profit before tax& provisions*

3.48 4.69 34.6 10.95 13.14 20.0 15.68

Profit after tax 2.13 2.52 18.1 7.21 7.92 9.9 10.01

Profit after tax(includingextraordinary gains)

2.13 2.71 27.2 7.21 8.11 12.6 10.01

Shareholders’ equity 52.28 80.16 53.3 52.28 80.16 53.3 51.35

Assets 560.00 645.57 15.3 560.00 645.57 15.3 585.47

Approvals 62.64 85.57 36.6 274.90 326.71 18.8 342.20

Disbursals 54.91 61.08 11.2 138.04 170.17 23.3 192.25

Rs.bn

Summary Ratios (Indian GAAP)

9 monthsended Dec31, 1998*

9 monthsended Dec

31, 1999

FY:98-99*

Weighted average EPS (Rs.) 17.6 16.3 18.2

Return on Assets (%) 2.0 1.9 2.1

Return on Net Worth (%) 19.4 15.9 20.3

*Diluted for domestic convertible which was converted on July 18, 1999.Note: Ratios for 9 months ended Dec 31, 1998 and 1999 are annualized.

Reconciliation of net income - US GAAP Rs. bn

Apr-Dec 98 Apr-Dec 99

As per Indian GAAP 7.21 8.11

Provisions for credit losses (1.40) (1.65)

Amortisation of loan origination fees (0.13) 0.07

Business combination in respect of mergers (0.07) (0.06)

Investment diminution - 0.36

Deferred tax adjustments (0.01) (0.16)

Preference dividend payout (0.45) (0.81)

Unrealized gain / (losses) on trading portfolio 0.09 0.04

Net income of consolidated subsidiaries 0.37 0.87

Others 0.03 (0.07)

Extraordinary items (0.25) -

Total adjustments as per US GAAP (1.82) (1.41)

As per US GAAP* 5.39 6.70

* Excluding extraordinary items and cumulative effect of change in accounting policy

Greater alignment of US GAAP profits with Indian GAAP

Profit after Tax Total Assets

Apr-Dec1998

Apr-Dec1999

% Inc. Apr-Dec1998

Apr-Dec1999

%Inc.

ICICI Bank 441.0 723.6 64.1 54,855.4 94,571.6 72.4

ICICI Securities 114.5 467.9 308.5 16,384.5 20,542.4 25.4

ICICI PFS 51.9 42.5 (18.1) 1,754.7 3,134.3 78.6

ICICI Venture Fund 33.1 222.0 572.7 220.1 452.8 105.7

ICICI Infotech 5.3 65.1 - 79.6 221.1 177.8

ICICI Brokerage 0.4 16.4 - 69.4 140.6 102.6

Total of above 646.2 1,537.5 137.9 73,363.7 119,062.8 62.3

Performance of Subsidiaries (Indian GAAP)

Rs. mn

Agenda

Strategic Focus

e-enabling ICICI

Operational Performance

Financial Performance

Asset Composition and Quality

Capital and Shareholders

Decline in NPL ratio since Q1-FY2000

6.3%

6.7%

6.1%6.0%

5.6%

5.8%

6.0%

6.2%

6.4%

6.6%

6.8%

Mar-99 Jun-99 Sep-99 Dec-99

Net NPL ratio as per Indian GAAP down to 7.4% at December 31, 1999 from 8.1% at March 31, 1999

US GAAP

Organisational focus on NPLs reflected in the significant increase in settlements Dues aggregating Rs. 2.89 billion settled in

Apr-Dec 1999 compared to Rs. 2.64 billion in Apr-Dec 1998 91% of principal dues collected

77 cases settled in Apr-Dec 1999 compared to 66 cases in Apr-Dec 1998

76% of principal dues collected on a PV basis

Agenda

Strategic Focus

e-enabling ICICI

Operational Performance

Financial Performance

Asset Composition and Quality

Capital and Shareholders

Capital Adequacy

6.2

10

3.2

5

0

2

4

6

8

10

12

14

16Pe

r ce

nt Tier-2Tier-1

9.4%

15.0%

Mar 31, 1999 Dec 31, 1999*

Capital adequacy as per Indian GAAP is 17.7%

*Not adjusted for expected dividend payout

Shareholding Pattern

Mar 31, 1999

5.8%

23.3%

6.4%22.0%

7.7%

20.1%

14.8%

Dec 31, 1999

6.9%

22.6%

3.8%12.2%

8.3%

32.6%

13.5%UTI

Insurance cos.

Banks and FIs

Individuals

Corporatesand MFs

ADR holders

FIIs & NRIs

Thank You