Our customers are our singular focus.
Our strategies are therefore built around this focus to seek new ways to make banking safer, simpler and smarter.

It is our constant effort to anticipate customer needs and offer value-added propositions to fulfil them. Our multi-channel, technology-driven distribution system enables our customers 24x7 access, country-wide. Our committed team of employees, equipped with world-class technology and financial skills, works to devise new solutions, enhance our responsiveness to customer needs and improve our services. So that we can help to make their lives easier and contribute to some of the important decisions at various stages in their lives.

Contents
Message from the Chairman ......................................................................................... 2 Board of Directors ......................................................................................................... 4 Board Committees ......................................................................................................... 5 Senior Management ...................................................................................................... 5 Letter from the Managing Director & CEO .................................................................... 6 Product Portfolio ............................................................................................................ 8 Business Overview ........................................................................................................ 9 Directors' Report .......................................................................................................... 33 Management’s Discussion and Analysis .................................................................... 52 Particulars of Employees under Section 217 (2A) of the Companies Act, 1956 ......... F1 Financials ..................................................................................................................... F2 Auditors’ Report ........................................................................................................... F3 Balance Sheet .............................................................................................................. F4 Profit and Loss Account .............................................................................................. F5 Schedules & Notes ...................................................................................................... F6 Cash Flow Statement ................................................................................................ F26 Statement Pursuant to Section 212 of the Companies Act, 1956 ............................ F27 Consolidated Financial Statements of ICICI Bank Limited and its Subsidiaries ....... F29 Consolidated Financial Statements as per US GAAP ................................................ F51

Enclosures: Notice Attendance Card and Form of Proxy

1

Message from the Chairman N. the primary aim of the liberalisation initiative was to bring in much-needed private capital and entrepreneurial spirit into the banking sector. Indeed. While nationalisation was aimed at fostering developmental objectives determined by national policy. the new beginning made in the wake of liberalisation. During the course of my association with the sector. this has now led to a significant change in the orientation of the public sector banks as well. as they too begin to focus on shareholder value creation and customer satisfaction. Vaghul Chairman The Indian banking system has seen sweeping changes over the years. by allowing private participation in the sector. the leading new private sector banks have truly revolutionised banking in India. I have witnessed the nationalisation of the banking system and. after over two decades of virtual government monopoly. Our strategic initiatives over the years have led to our position today as the second largest bank in India and a leading 2 . We at ICICI Bank have been at the forefront of this change down the years. improving its efficiency and giving an impetus to its growth on the lines seen in developed markets. Their focus on technology and customer convenience has brought about a paradigm shift in the banking business. In the short span of time that they have been in existence.

We have achieved leadership positions across diverse businesses. and use of technology to deliver a high level of service to the rural customer base without the high cost of operations associated with traditional rural banking models. We look forward to the future with enthusiasm and hope. N. The Bank will also continue to focus on proactively addressing the legacy issue of distressed debt. Going forward. VAGHUL Chairman 3 . We have completed our transformational change from a single product financial services company to a true universal bank. liability products and insurance. and operationalise its strategies in this area in coordination with other participants in the financial system.provider of banking and other financial services to corporate and retail customers. from retail credit to life insurance. with rural banking being viewed as a regulatory burden. We believe that ICICI Bank is well-placed to capitalise on emerging opportunities. The banking sector has focused primarily on the urban segment. As the economy grows more resilient and legacy issues are resolved. untapped market for integrated technology-driven banking and financial services. We believe that rural India represents the new frontier in banking. These include the whole gamut of financial products ranging from agricultural credit to consumer credit. While we have today built stable businesses that we believe will deliver sustainable value to our stakeholders. Our pioneering new approaches to banking and our focus on extending the availability of technology-driven convenience to a large customer base have resulted in rapid business growth. there are also many exciting opportunities for further growth. the Indian banking sector is indeed entering a significant new phase. the key challenges for the Bank are to maintain its leadership positions in these businesses and expand and deepen its penetration in others. as it reaches out to new markets in India and the world. Our strategy in this segment will be built around a deep understanding of rural income and cash flows and financial needs. offering a vast.

Board of Directors
N. Vaghul Uday M. Chitale P C. Ghosh . Satish C. Jha Lakshmi N. Mittal Anupam Puri Vinod Rai Somesh R. Sathe R. Seshasayee M.K. Sharma P M. Sinha . Marti G. Subrahmanyam K.V. Kamath Lalita D. Gupte Kalpana Morparia S. Mukherji Chanda D. Kochhar Nachiket Mor Managing Director & CEO Joint Managing Director Executive Director Executive Director Executive Director Executive Director Chairman

4

Board Committees
AUDIT COMMITTEE R. Seshasayee, Chairman Uday M. Chitale Somesh R. Sathe AGRICULTURE & SMALL ENTERPRISES BUSINESS COMMITTEE N. Vaghul, Chairman Satish C. Jha Somesh R. Sathe P M. Sinha . M. K. Sharma BOARD GOVERNANCE & REMUNERATION COMMITTEE N. Vaghul, Chairman Anupam Puri R. Seshasayee P M. Sinha . BUSINESS STRATEGY COMMITTEE N. Vaghul, Chairman Anupam Puri R.Seshasayee P M. Sinha . K.V. Kamath CREDIT COMMITTEE N. Vaghul, Chairman Satish C. Jha Somesh R. Sathe K.V. Kamath RISK COMMITTEE N. Vaghul, Chairman Uday M. Chitale Marti G. Subrahmanyam K.V. Kamath ASSET LIABILITY MANAGEMENT COMMITTEE Lalita D. Gupte, Chairperson Kalpana Morparia S. Mukherji Chanda D. Kochhar Nachiket Mor SHARE TRANSFER & SHAREHOLDERS’/ INVESTORS’ GRIEVANCE COMMITTEE Uday M. Chitale, Chairman Somesh R. Sathe Kalpana Morparia Chanda D. Kochhar (from 01-06-2003) COMMITTEE OF DIRECTORS K.V. Kamath, Chairman Lalita D. Gupte Kalpana Morparia S. Mukherji Chanda D. Kochhar Nachiket Mor

Senior Management
SENIOR GENERAL MANAGERS Achintya Karati Balaji Swaminathan Bhargav Dasgupta M. N. Gopinath Madhabi Puri Buch N. S. Kannan P H. Ravikumar . Sanjiv Kerkar V. Vaidyanathan

Jyotin Mehta, General Manager & Company Secretary

5

Dear Stakeholders

K.V. Kamath Managing Director & CEO

Fiscal 2003 was a historic year for us, being our first year of operations as an integrated entity following the merger of ICICI with ICICI Bank. The year commenced with certain challenges – of effecting the transition quickly and efficiently; and of leveraging the new business model to achieve leadership in the focus areas that we had identified for ourselves. It gives us considerable satisfaction that we have successfully met these challenges, and indeed, even exceeded our expectations in certain areas. We had already complied with the regulatory requirements for the merger in fiscal 2002 itself; on receiving regulatory approvals in early fiscal 2003, we were able to seamlessly combine the merging entities into one single operating structure. We had identified retail credit as a key area of opportunity, since the fundamentals of the Indian economy provide the basis for sustainable growth in this segment. In fiscal 2003, we rapidly strengthened our position in the retail credit market, with continuing innovations in product design, marketing and distribution. We expanded our presence to new locations and increased the depth of our penetration in existing markets. We swiftly moved ahead of the competition, emerging as the market leader in retail credit in India. We leveraged our technology-driven distribution network to grow our deposit base by fifty per cent, about four times the rate of growth in the banking system as a whole. This

6

should gather momentum in the coming years as we obtain regulatory approvals and expand our operations. customers. with strategic and institutional investors. We commenced our international foray in key target geographies. which already contributes significantly to our deposit base. Our insurance subsidiaries achieved leadership in their areas of business. We became the only Indian company to have an investment grade international credit rating. We were proactive in implementing strategies to benefit from these initiatives. We continued to focus on optimal utilisation of our retail distribution and servicing capabilities to offer enhanced customer convenience and a wide range of in-house and third party products. With the continued support and participation of all our stakeholders – investors. This initiative. bringing about greater diversity and stability in both our asset mix and our funding profile. K. leveraging technology to create a platform capable of delivering customised. These achievements resulted in a fundamental and dramatic shift in the composition of our balance sheet. when Moody’s upgraded our long-term foreign currency debt rating. high quality solutions to our clients. employees – we aim to consolidate our position as India’s leading financial services provider. We also successfully placed a 16% stake in ICICI Bank.V. Fiscal 2003 saw several other milestones for ICICI Bank. The year saw landmark legislative and regulatory initiatives to facilitate asset resolution in the Indian banking system. KAMATH Managing Director & CEO 7 . Our strategic intent is to sharpen our focus on key areas with a view to maximise value. held by ICICI prior to the merger. both retail and wholesale. with the general insurance subsidiary breaking even in its first full year of operations.enabled us to replace a large part of our legacy high cost borrowings. resulting in significant progress in restructuring and recoveries. We centralised and re-engineered our corporate banking services. one notch higher than the sovereign ceiling. We have now created a platform that gives us the capability to capitalise on opportunities in all segments of our business.

Product Portfolio CORPORATE BANKING Corporate Solutions • Government Solutions • Capital Market Services • Agriculture Finance • Structured Finance • Project Finance • Infrastructure Finance • Term Loans • • NRI Services Working Capital Finance • • Demat Services Cash Management Services • • Credit & Debit Cards Trade Finance Services • International Banking • Treasury Services • Corporate Internet Banking • Corporate Advisory • Custodial Services • Professional Clearing • Membership Services • • Smart Cards • Bill Payment Services • E-Cheques • Branches • ATMs • Internet Banking • Phone Banking RETAIL BANKING • Home Loans • Car & Two Wheeler Loans • Consumer/Personal Loans • Savings & Term Deposits • Salary Accounts • Roaming Current Accounts • Investment Products • Private Banking 8 .

4 billion. RBI’s monetary and credit policy in April 2003 further reduced the bank rate by 25 basis points to 6. The growth in merchandise and services exports. The overall GDP growth was estimated at 4. Lalita D. Exports in dollar terms rose by 17.1% and 7. The non-agricultural recovery was accompanied by continued macroeconomic stability.50%. especially textiles. subdued global economic activity and trade and uncertainties over the situation in West Asia. The Union Budget for fiscal 2004 maintained the low interest rate environment by reducing rates on small savings schemes by 100 basis points. The low growth in agriculture consequent to the below-normal monsoon was offset by a robust performance by the industrial and services sectors. the lowest since 1973. The Indian rupee remained stable vis-à-vis the US dollar over the year. Comfortable foreign exchange reserves and buffer food stocks ensured that the deficient monsoon did not adversely impact inflationary trends during the year. Our focus is to fulfil the aspirations of NRIs and Indian companies operating abroad.0% and the Cash Reserve Ratio (CRR) to 4. Gupte Joint Managing Director 9 . leading to healthy current account inflows. Industrial recovery was primarily driven by the manufacturing sector. The interest rate regime continued to remain soft during fiscal 2003. The mid-term review of the monetary and credit policy by Reserve Bank of India (RBI) in October 2002 had announced a reduction in the bank rate by 25 basis points to 6. We are all set to navigate new geographies to offer support and services to the Indian diaspora all over the world.4% according to the Central Statistical Organisation (CSO). transport equipment and consumer non-durables. orderly currency market conditions and comfortable foreign exchange reserves.8% at the end of March 2003. Domestic demand for basic goods like steel and cement was supported by highway construction activity and the housing sector. The average annual rate of inflation in terms of the Wholesale Price Index (WPI) was 5.1% respectively in fiscal 2003. The growth in exports was achieved despite the subdued global economic situation. The current account recorded a surplus for the second consecutive year. moderate inflation. steel.25%. which are estimated to have grown by 6. cement. which at the end of fiscal 2003 stood at US $ 75. primarily on account of prudent exchange rate management and the increasing importance of new markets. despite negative factors such as the below-normal monsoon. was partially responsible for the rapid increase in the foreign exchange reserves.9% and exceeded US $ 50 billion. Non-debt capital inflows also contributed significantly to the increase in foreign exchange reserves.Business Overview ECONOMIC OVERVIEW The Indian economy recorded satisfactory performance in fiscal 2003. RBI also reduced the savings deposit rate and repo rate by 50 basis points. Subsequently.

LIFE ON THE GO “I got the easiest accessibility with the ICICI Bank ATM network. I can now access my account anywhere and anytime.” • 24x7 convenience through India’s largest network of around 1700 ATMs • More than 50% of transactions through ATMs • 10 . This makes things so much more convenient and easy.

The year also witnessed important structural changes in the capital markets. The Unit Trust of India (UTI) Act was repealed to restructure UTI into UTI-1 and UTI-2. the emphasis during the year was on strengthening the regulatory framework and undertaking structural reforms that seek to foster liquidity and market efficiency.0%. strengthening the regulatory mechanism and increasing operational efficiency. in the Department of Company Affairs. with rolling settlement and equity derivatives trading. We will aid this process by supporting viable industrial and infrastructure projects and reinforce the uptrend in the Indian economy. ICICI Bank and other banks and institutions have taken the initiative to incorporate Asset Reconstruction Company (India) Limited (ARCIL) in order to give impetus to the resolution of distressed assets in the Indian financial system. with a view to investigate frauds in the stock market it was decided to set up a Securities Fraud Office (SFO) with a multidisciplinary team of experts. As a step towards strengthening the supervisory mechanism. The Indian economy has displayed considerable strength and resilience. Mumbai (BSE) ranked third and sixth respectively in the world with respect to number of transactions. In January 2003. The Union Budget for fiscal 2004 has provided a favourable tax regime for equity capital markets. The Union Budget has raised the Foreign Direct Investment (FDI) limit in private sector banks to 74. The enactment of the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest (SARFAESI) Act significantly strengthened the ability of lenders to enforce their security for recovery of dues from borrowers. In the securities market. the National Stock Exchange (NSE) and the Stock Exchange. Furthermore. RBI is also examining the impact of the new Basel capital accord on the Indian banking system. S. The Union Budget has also proposed a separation of ownership and management of stock exchanges. The year also saw the grant of approval to an Our focus is to facilitate the restructuring and streamlining of corporate India with an aim to organise and consolidate the sector. Mukherji Executive Director 11 . The Act also created an enabling legal framework for asset reconstruction companies and for securitisation in general. and the prospects for sustained growth are favourable. FINANCIAL SECTOR OVERVIEW The process of financial sector reforms that began a decade ago received further momentum in fiscal 2003. The equity markets have now absorbed a new market design. Government bonds started trading on the exchanges. RBI is undertaking risk-based supervision of banks on a pilot basis. This would facilitate the setting up of subsidiaries by foreign banks as well as foreign investment in private sector banks.Business Overview Despite the fact that it was a subdued year for equity capital markets. The reforms were aimed at improving the asset resolution and recovery environment.

” • Doorstep service and innovative deals from India’s leading home loan provider for 2002-2003 • More than 2. With ICICI Bank’s doorstep service. easy instalment options and fast execution.LIFE AT HOME “I got the best deal with ICICI Bank Home Loans. We could buy our dream home right from where we were.4 lacs houses financed in the year • 12 . our dream is now a reality.

ICICI Bank successfully continued the process of diversifying its asset base and building a de-risked portfolio. The International Business Group is responsible for ICICI Bank’s international operations. Government sector clients. agri-business and the corporate sector. retail liabilities (including our own deposit accounts and services as well as distribution of third party liability products). The Project Finance Group comprises our project finance operations for infrastructure. Foreseeing and indeed. The organization structure is divided into five principal groups – Retail Banking. adapting to it and continuously raising the bar higher is what keeps us motivated and focused. This is supported by a flexible corporate structure that encourages initiative and innovation. risk management.Business Overview ICICI Bank-led consortium for the setting up of a multi-commodity exchange for trading in various commodities. Kalpana Morparia Executive Director 13 . Project Finance & Special Assets Management. legal. International Business and Corporate Centre. BUSINESS REVIEW During fiscal 2003. Our ability to develop customized solutions. ORGANIZATION STRUCTURE ICICI Bank’s organizational structure is designed to support its business goals. The Corporate Centre comprises all shared services and corporate functions. including its entry into various geographies as well as products and services for non-resident Indians (NRIs). oil & gas and manufacturing sectors. The Special Assets Management Group is responsible for large non-performing and restructured loans. credit portfolio management and proprietary trading also form part of this group. and credit products and banking services for the small enterprises segment. Wholesale Banking. our speed of execution and our successful leveraging of technology have helped us develop innovative financial solutions for our customers in diverse areas such as the retail segment. including finance and balance sheet management. secretarial. The Wholesale Banking Group comprises ICICI Bank’s corporate banking business including credit products and banking services. financial institutions and rural and micro-banking and agri-business. Structured finance. driving change. The Retail Banking Group comprises ICICI Bank’s retail assets business including various retail credit products. with dedicated groups for corporate clients. investor relations. and is flexible while at the same time seeking to ensure effective control and supervision and consistency in standards across business groups. human resources and corporate branding and communications.

Thanks to the simple documentation and formalities. easy instalments and friendly service.2 lac cars financed in 2002-2003 • 14 . I am in top gear today!” • Reaching out to customers in more than 400 cities across India • Largest financer of auto loans with more than 30% market share • More than 1.LIFE ON THE F AS T TRACK “I got the best deal with ICICI Bank Auto Loans.

ICICI Bank offers a wide range of retail credit products. with over 4. and continues to maintain leadership in automobile finance. parity pricing. 200 billion. customer convenience. we continued our focus on retail deposits. Chanda Kochhar Executive Director 15 . we are constantly striving to provide products and services that enable customers to fulfil their financial requirements. by penetrating deeper into existing markets and by offering customized solutions to meet the varying credit needs of the Indian consumer. compared to only 6% at March 31. two-wheeler loans. which has now been renamed as ICICI Distribution Finance Private Limited (IDFL).7 million deposit customers. Cross-selling of the entire range of credit and investment products and banking services to our customers is a critical aspect of our retail strategy. With upward migration of household income levels. As the leading provider of retail financial services. Following a life stage segmentation strategy.Business Overview Retail Banking Retail banking is a key element of our growth strategy. 2002. increasing affordability of retail finance and acceptance of use of credit to finance purchases. We have expanded the market significantly over the last few years by taking organized retail credit to a large number of high-potential markets in India. The key dimensions of our retail strategy are innovative products. retail credit has emerged as a rapidly growing opportunity for banks that have the necessary skills and infrastructure to succeed in this business. Cross-selling has emerged as one of the significant drivers of retail credit growth. Student Banking Services for students. commercial vehicle loans and personal unsecured loans. ICICI Bank has capitalized on the growing retail opportunity in India and has emerged as a market leader in retail credit. 2003. ICICI Bank’s total retail disbursements in fiscal 2003 were approximately Rs. ICICI Bank is one of the leading providers of mortgage loans. We are committed to harness our delivery network. especially in the two-wheeler segment. In May 2003. strong processes and customer focus. IDFL is primarily engaged in providing distribution financing in the twowheeler segment. ICICI Bank acquired the entire paid-up capital of Transamerica Apple Distribution Finance Private Limited (TADFL). The acquisition is expected to supplement the Bank’s retail franchise. technology platforms and human talent to offer our customers enhanced banking experience on a consistent basis. ICICI Bank offers differentiated liability products to various categories of customers depending on their age group (Young Star Accounts for children below the age of 18 years. cross-selling accounted for about 20% of mortgage loans and auto loans and about 25% of credit cards issued. In fiscal 2003. Retail credit constituted 18% of ICICI Bank’s balance sheet at March 31. During fiscal 2003. This has reduced our funding cost and has enabled us to create a stable funding base.

pay my bills. In addition.LIFE . AN Y W HE RE “I got the most convenient facility with the ICICI Bank branches and e-lobbies. I have access through phone and the internet also. from anywhere and at anytime. withdraw money. etc. I can now open an account. carry out on-line broking.” • Pioneering technology initiatives for customer convenience • More than 3 million Internet Banking customers • Among the leading Internet banks in the world • 16 .AN Y TI M E .

With the foundation of a strong multi-channel distribution network. United Kingdom. ICICI Bank’s 1. the Bank significantly strengthened its ATM network. This distribution strategy not only offers enhanced convenience and mobility to the customer but also supports our customer acquisition and channel migration efforts. ICICI Bank has also pioneered the concept of mobile ATMs to reach out to remote/rural areas.Business Overview Salary Accounts for salaried employees. Our multi-channel distribution strategy provides our customers 24x7 access to banking services. who can undertake all their banking transactions (other than physical cash transactions) on the Internet). ICICI Bank considers phonebanking to be a key channel of service delivery and cross-sell. The call centre services all retail customers across the ICICI group. 17 . taking the total number of ICICI Bank ATMs to 1.4 million debit cards and 1. about 70% of customer induced transactions take place through electronic channels. the largest domestic call centre in India. Private Banking for high networth individuals and Senior Citizens Accounts for individuals above the age of 60 years). The call centre uses state-of-the-art voice-over-Internet-protocol technology and cutting-edge desktop applications to provide a single view of the customer’s relationship with us.4 million customers with Internet banking access. ICICI Bank has now extended its mobile banking services to all cellular service providers across the country and NRI customers in the United States. Now. The call centre handles more than 2. we have further expanded our electronic channels and migrated large volumes of customer transactions to these channels. ICICI Bank has further microsegmented various categories of customers in order to offer products catering to specific needs of each customer segment. credit card outstanding and payment status and allow customers to request a cheque book or account statement. At March 31. Middle-East and Singapore. This strategy has contributed significantly to the rapid growth in the retail liability base. ICICI Bank had issued over 3. can now be accessed by customers in over 355 cities across the country. Roaming Current Accounts for businessmen.675. Other facilities offered through our multilingual screen ATMs include bill payments and prepaid mobile card recharge facility. previous transactions. During fiscal 2003.750-seat call centre. like Defence Banking Services for defence personnel. ICICI Bank’s mobile banking services provide the latest information on account balances. During the year. ICICI Bank’s Internet banking customers can also pay their bills for more than 45 billers and shop on 85 online shopping portals. 2003.0 million credit cards. we have successfully developed a robust model for distribution of third party products like mutual funds. ICICI Bank is also the largest incremental issuer of cards (including both debit and credit cards) in India.5 million customer contacts per month. ICICI Bank has about 3.

1. Right from all India collections and multi-city payments to customized MIS and ERP integration.LIFE AT WORK “My company found the most convenient solution in ICICI Bank Cash Management Services.7 trillion in 2002-2003 • 18 . the Bank takes care of everything.” • Services availed by over 500 top corporates of India • Coverage of over 3.800 locations • Turnover of more than Rs.

Our focus in fiscal 2003 was on technology-driven enhancement of delivery capabilities to offer improved service levels to clients. ICICIdirect (www. ICICI Bank provides corporate Internet banking services through ICICIebusiness. transaction banking and non-fund based products. During the year. We are constantly endeavouring to reinforce our competence of providing complete fulfilment solutions to corporates and governments. Nachiket Mor Executive Director 19 . We set up centralized processing facilities for backoffice operations where technology is leveraged to benefit from economies of scale arising out of large transaction volumes. structured transactions and channel financing. During the year we continued to expand the scope of our web-based services. This model also allows us to meet all customer needs by offering the customer the complete basket of financial products. while leveraging our distribution capability to earn fee income from third parties. indicating highest ability to service broking transactions. We continued to focus on corporate lending transactions including working capital finance to highly rated corporates. tailored to meet their requirements. Dedicated relationship groups for corporate clients and the Government sector focused on expanding the range and depth of our relationships in these sectors.com. The portal enables clients to conduct their banking business with ICICI Bank through the Internet in a secure environment. a single point web-based interface for all our corporate products. ICICIdirect has a rating of “TxA1” from CRISIL. Corporate Banking ICICI Bank seeks to provide innovative financial solutions to its corporate clients. ICICI Bank has already been empanelled for collection of sales tax in eight states. with market leadership in these areas.Business Overview Reserve Bank of India (RBI) relief bonds. with complete end-to-end integration for seamless electronic trading on stock exchanges. A dedicated Product & Technology Group develops and manages back-office processing and delivery systems.icicidirect. we focused on leveraging our relationships to expand the range of products and services to channel finance. while diversifying its revenue streams and generating adequate return on risk capital through risk-based pricing models and proactive portfolio management. and insurance products. In the corporate segment. ICICIdirect launched online trading in the derivatives segment of the NSE.com) is the market leader in Internetbased share trading. We also focused on leveraging our skills in originating and structuring transactions as well as on our ability to We have created a comprehensive corporate portfolio that enables us to partner our customers’ progress every step of the way. ICICI Bank offers online foreign exchange and debt securities trading services. ICICI Bank has strong relationships with several large public sector companies and state governments and we are leveraging these relationships to expand the range of transaction banking services.

” • Research backed advisory support • Flawless execution • Continuous market making • 20 .LIFE IN THE MARKETS “My company was able to effectively achieve its risk management objectives. Their team of skilled treasury professionals offered us comprehensive. thanks to ICICI Bank’s Treasury services. customized treasury solutions at the finest prices.

In fiscal 2003. interest-rate swap and foreign exchange markets. A focus area in fiscal 2003 was the delivery of market solutions to corporate clients in various areas such as foreign exchange. The focus of trading operations was active. efforts were undertaken to make the banking-book-interest-rate positions more liquid by selling illiquid loans and substituting them with marketable securities. we offered two-way quotes for many corporate debt papers. Further. the balance sheet management function within Treasury managed interest-rate sensitivity by actively using rupee-interest-rate swaps as well as by adjusting the duration of the Government securities portfolio held for compliance with Statutory Liquidity Reserve (SLR) norms. broad-based market-making in key markets including corporate bonds. Government securities. accounting and tax issues. farmer financing and warehouse-receipt-based financing. with expertise in financial structuring and related legal. During fiscal 2003. the Treasury leveraged its strong relationships with financial sector players to provide a wide range of banking services in addition to its liability products. This not only increased the risk-adjusted return on the capital employed but also enabled us to offer a comprehensive solution to our corporate clients.Business Overview take large exposures to adopt an originate-and-sell-down strategy. micro-finance and agri-financing activity to offer integrated banking services in rural areas. Treasury The principal responsibilities of the Treasury included management of liquidity and exposure to market risks. 21 . fixed income and swaps. swaps and loan syndication. including dairy farming. Credit & Markets Group. ICICI Bank’s dedicated Structured Finance. We achieved robust growth in this segment and are working with state governments and agri-based corporates to evolve viable and sustainable systems for financing agriculture. actively supports the business groups in designing financial products and solutions. As one of the largest players in the corporate debt market. and proprietary trading. ICICI Bank focused on the agri-financing segment and developed several innovative structures for agri-business. This Group is also responsible for managing the asset portfolio by structuring portfolio buyouts and sell-downs with a view to increase the risk-adjusted return on the capital. thereby increasing the liquidity and depth of the market. mobilization of resources from domestic institutions and banks and international multilateral and bilateral institutions and banks. Further. We have also integrated our rural banking. There was a significant increase in both the volumes and profits from foreign exchange transactions.

000 farmers in 2002-2003 • Transforming the face & dynamics of agri-business finance in India • 22 . 2000 crores of loans to the agri-sector • Loan assistance to more than 50.LIFE I N THE V I LLAGE S “I got the most effective support system from ICICI Bank Agri Services. The Bank not only offers loans but also helps me get the right inputs and finds me buyers for my produce.” • More than Rs.

Credit & Markets Group) and the proprietary trading activity (which is now housed in a separate Proprietary Trading Group). as much-needed reforms are being initiated by the Central and various state Governments. 23 . we expect the airports. we have restructured our treasury operations to separate the balance sheet management function (which now forms part of the Finance Group). are expected to drive growth in the coming years as well. the corporate markets business (which has been integrated into the Structured Finance. emergence of active minor ports and increasing containerization of cargo. Project Finance and Special Assets Our project finance activities include financing new projects as well as capacity additions in the manufacturing sector and structured finance to the infrastructure sector and oil. and churning our project finance portfolio to prevent portfolio concentration and to manage portfolio risk. With the corporatization of major ports. especially in the area of private terminal infrastructure. along with large state-level projects. driven primarily by the mobile telephony segment. Going forward. creating appropriate financing structures that may serve as financing and investment vehicles for a wider range of market participants. We also expect investment activity in urban infrastructure in the medium term. growth is largely determined by the policy guidelines. and ICICI Bank is playing a key role in both projects. regulatory framework. The telecommunications industry has been witnessing rapid growth over the last couple of years. In the airport sector. especially hydro-based projects. ICICI Bank will focus on leveraging its origination capabilities to structure and syndicate project financing. to provide significant business opportunities. particularly on account of the highway projects of National Highway Authority of India (NHAI) which. ports and urban infrastructure sectors. driven by the recent enactment of the Electricity Act. The road sector has also witnessed significant activity. there are promising business prospects in the port sector. long-term sectoral viability and the reforms agenda. leading to business opportunities in distribution and in select generation projects. The power sector is expected to benefit from the implementation of comprehensive reforms. gas and petrochemical sectors. there are currently two greenfield international airports proposed in Hyderabad and Bangalore. Our project finance business is focused on structuring and syndication of financing for large projects by leveraging our expertise in project financing. We view our role not only as providers of project finance but also as arrangers and facilitators. Infrastructure Sector In the infrastructure sector.Business Overview Effective fiscal 2004.

Our focus in the manufacturing sector is on projects sponsored by entities that have proven ability to commit the required financial resources and implement projects successfully within planned time-frames. 24 . transport equipment and food products segments. We believe that there is significant scope for consolidation in several segments in the manufacturing sector. During fiscal 2003. International Business International business has been identified as a key growth driver for ICICI Bank. particularly in the metals. accounting for a significant proportion of the IIP recorded .Manufacturing Sector Fiscal 2003 saw the overall investment climate in the country turning positive. We believe that the development of a strong international presence would enable us to diversify risks across geographies. The buoyancy in the economy observed during fiscal 2003 resulted in a number of projects taking off in the manufacturing and core sector. accelerate growth and profitability and build domestic capabilities to match international standards. with the Index of Industrial Production (IIP) recording a turnaround from the decline witnessed in the preceding two years. restructuring viable projects and seeking early exits from unviable projects. which presents opportunities for structuring and syndicating acquisition financing. an improved performance in fiscal 2003. such as security interests in project contracts and escrow accounts to capture cash flows. with growth in both capital goods production and consumer goods production. cross-border financing and trade requirements of Indian corporates or India-related business requirements of multinational corporations and banks. The manufacturing sector. support the cross-border needs of our customers. the enactment of the SARFAESI Act and the improvement in performance of key industrial sectors created a positive environment for asset resolution. We also continue to implement tighter security measures. the operationalization of RBI’s Corporate Debt Restructuring (CDR) forum. The initial international strategy is based on leveraging our India linkages – be it catering to the varied financial requirements of Non-resident Indians (NRIs). Special Assets Management The Special Asset Management Group (SAMG) was formed in fiscal 1998 to build in-house specialised skills in restructuring/recovery activities.

. Singapore and the United Arab Emirates...... UK..... Rating Baa3 BB CARE AAA LAAA 25 . ICICI Bank launched e-transfer.. ICICI Bank currently has representative offices in London and New York. The growth was further enabled by an expansion and deepening of correspondent relationships across the globe... CREDIT RATING During the year... developing strong correspondent banking relationships with international banks and setting up overseas operations in identified countries. Europe...... chat servicing and a dedicated NRI e-mail handling centre.. ICICI Bank’s credit ratings as per various credit rating agencies are given below: Agency Moody’s Investor Service (Moody’s) ...Business Overview The focus of our international operations in fiscal 2003 was on capturing a significant share of NRI business and India-related trade finance volumes.......... Standard & Poor’s (S&P) ...... Moody’s Investor Service upgraded ICICI Bank’s senior and subordinated long-term foreign currency debt rating to Baa3 from Ba1.... The Bank has obtained regulatory approvals from RBI to upgrade its representative office in London to a subsidiary and to establish a presence in Canada........... This is also one notch higher than the sovereign rating for India.................. USA and UK)..... These initiatives resulted in a significant increase in NRI deposits in fiscal 2003....... driven mainly by online remittances from the US.. an online remittance product targeted at NRIs in the US................ a representative office in China and a subsidiary in the United Kingdom. Customer service was further improved by offering multiple service channels to customers such as international toll-free service lines (in Canada. making ICICI Bank the only Indian company with an investment-grade international credit rating...... Approvals from other local country regulators are awaited.................... The past year witnessed significant initiatives and successes in NRI services led by a strategy of innovative products.. Canada and Singapore........ Local country regulatory approvals have also been received for a branch in Singapore............. We have also made considerable progress during fiscal 2003 in establishing our overseas operations.... During the year............... Credit Analysis & Research Limited (CARE) .. China.. Investment Information and Credit Rating Agency (ICRA) ...... technology-enabled delivery and superior customer service... Remittances recorded significant growth in fiscal 2003...

has been well internalised within the Bank. Credit Risk Credit risk is the risk that a borrower is unable to meet its financial obligations to the lender. regulatory bodies and industry experts. Market Risk Group. which includes a wellestablished procedure of comprehensive credit appraisal and rating. including credit risk. ICICI Bank is exposed to various risks. ICICI Bank has a system of centralized approval of all products and policies and monitoring of the retail portfolio. as a concept. The risk management function at ICICI Bank is supported by a comprehensive range of quantitative and modelling tools developed by a dedicated risk analytics team. disciplined riskassessment and measurement procedures and continuous monitoring. The Risk. forming a part of the Corporate Centre. Sector knowledge has been institutionalized across ICICI Bank through the availability of sector-specific information on the Intranet. monitors and manages credit risk for each borrower and also at the portfolio level. market risk and operational risk. Credit rating. Internal Audit Group. The rating serves as a key input in the sanction as well as post-sanction credit processes. is completely independent of all business operations and is accountable to the Risk and Audit Committees of the Board of Directors. Credit Policies Group. Our risk management strategy is based on a clear understanding of various risks. This group. management and mitigation of risk in ICICI Bank. ICICI Bank has a standardized credit approval process. The rating factors in quantitative and qualitative issues and credit enhancement features specific to the transaction. The rating for every borrower is reviewed at least annually and for higher risk credits and large exposures at shorter intervals. Retail Risk Group and Risk Analytics Group. The policies and procedures established for this purpose are continuously benchmarked with international best practices. ICICI Bank has developed internal credit rating methodologies for rating obligors as well as for products/ facilities. RCAG is organized into six sub-groups: Credit Risk Management Group. Compliance & Audit Group (RCAG) is responsible for assessment. interactions with clients. Industry knowledge is constantly updated through field visits. 26 . We continuously refine our retail credit parameters based on portfolio analytics.RISK MANAGEMENT Risk is an integral part of the banking business and ICICI Bank aims at the delivery of superior shareholder value by achieving an appropriate trade-off between risk and returns. In respect of the retail credit business. ICICI Bank measures.

processing these transactions. monitoring risk levels by adherence to set limits. ALCO’s role encompasses stipulating liquidity and interest-rate risk limits. The Credit Middle Office Group monitors compliance with policies and terms of sanction of credit proposals. tracking the daily funds position and all treasuryrelated management and regulatory reporting. verifying the appropriateness and accuracy of various transactions. ICICI Bank’s exposure to market risk is a function of its trading and asset and liability management activities and its role as a financial intermediary in customer-related transactions. ICICI Bank mitigates its exposure to exchange-rate risk by stipulating daily stop-loss limits and position limits. The objective of market risk management is to minimize the impact of losses due to market risks on earnings and equity capital. 27 . articulating the organization’s interest rate view and determining business strategy in the light of the current and expected business environment. ALM policies are approved by the Asset-Liability Management Committee (ALCO) of the Board of Directors. including determining compliance with various exposure and dealing limits. The Treasury Middle Office Group monitors the asset-liability position under the supervision of the ALCO. Interest-rate risk is measured through the use of re-pricing gap analysis and duration analysis. equity prices and commodity prices.Business Overview Market Risk Market risk is the risk of loss resulting from changes in interest rates. A separate set of policies for the trading portfolio address issues related to investments in various trading products and are approved by the Committee of Directors (COD) of the Board. foreign currency exchange rates. Middle Office Group ICICI Bank has a separate Middle Office Group to monitor both credit and treasury-related compliance. Market risk policies include Asset-Liability Management (ALM) policies and policies for the trading portfolio. ICICI Bank ensures adequate liquidity at all times through systematic funds planning and maintenance of liquid investments as well as by focusing on more stable funding sources such as retail deposits. These sets of policies and processes are articulated in the ALM policy. It also monitors treasury activities. Liquidity risk is measured through gap analysis. RCAG exercises independent control over the process of market-risk management and recommends changes in processes and methodologies for measuring market risk.

ICICI Bank’s technology strategy emphasises enhanced levels of customer services through 24x7 availability. INFORMATION TECHNOLOGY The rapidly evolving banking needs of customers in India have led to an increased focus on information-technology-dependent products and solutions with a view to better serve the consumer. wider and focused market reach and opportunities for cross-selling. including failure to obtain proper internal authorizations. The Middle Office Group monitors adherence to credit procedures. The Internal Audit Group conceptualizes and implements improved systems of internal controls to minimize operational risk. ICICI Bank has identified technology as a key driver of its growth strategy and continues to leverage information technology as a strategic tool for its business operations to gain competitive advantage by offering customer convenience and improved service as well as improving productivity and efficiency. ICICI Bank also uses technology as a tool to help it understand the customer better. ICICI Bank has been a pioneer in the implementation of a risk-based audit methodology in the Indian banking sector. straight-through processing. establishing systems and procedures to monitor transactions. This group reports directly to the Managing Director & CEO.Operational Risk Operational risk can result from a variety of factors. ICICI Bank is focusing on the integration of its various product and channel systems by effective use of technology. maintaining key back-up procedures and undertaking regular contingency planning. inadequate training and employee errors. computer systems and software or equipment. We attempt to mitigate operational risk by maintaining a comprehensive system of internal controls. This plan allocates audit resources based on an assessment of the operational risks in the various businesses. in accordance with a risk-based audit plan. The Bank has implemented an Enterprise Application Integration (EAI) 28 . failure of operational and information security procedures. so that it can customize products and services to suit customer needs. The Internal Audit Group undertakes a comprehensive audit of all business groups and other functions. multi-channel banking. cost efficiency through optimal use of technology-driven channels. fraud. improperly documented transactions. The Technology Management Group (TMG) is the focal point for ICICI Bank’s technology strategy and groupwide technology initiatives.

While ICICI Bank is India’s second-largest bank. linking various product and delivery systems across the two groups. ICICI Bank also encourages cross-functional movement. competencies and experience into the organization and meet the requirements of rapidly growing businesses. The solution has been deployed across the phone banking channel as well as a large number of branches. This initiative underpins ICICI Bank ’s multi-channel customer service strategy and seeks to deliver customer-related information consistently across various access points. Human resources management in fiscal 2003 focused on the continuous improvement of recruitment. HUMAN RESOURCES In fiscal 2003. Robust ability-testing and competencyprofiling tools are being used to strengthen the campus recruitment process and match the profiles of employees to the needs of the organization. developing and enhancing its human resource potential. The CRM software solution allows various channels to service customer needs at all touch points. training and performance management processes. offering a wide range of career opportunities across the entire spectrum of financial services. ICICI Bank continues to be a preferred employer at leading business schools and higher education institutions across the country. The solution gives a comprehensive view of the customer at the access point. it had just over 10. we installed our Customer Relationship Management (CRM) software at various customer access points in fiscal 2003. In line with our commitment to offer its customers a seamless banking experience. the development and management of human capital is an essential element of our strategy and a key management activity. The solution also ensures that every customer request or complaint is tracked till its completion and escalated if standard turnaround times are exceeded. enhancing understanding of customers and their needs.600 employees at March 31. It optimizes processes and functions related to the customer. and across all products. ICICI Bank continued its commitment to acquiring. to enhance the efficiency and effectiveness of customer servicing. enriching employees’ knowledge 29 . 2003. demonstrating our unique technology-driven.Business Overview initiative across its retail and wholesale banking business units. In addition to campus recruitment. ICICI Bank also undertakes lateral recruitment to bring new skills. ICICI Bank views its human capital as a key source of competitive advantage. Consequently. productivity-focused business model.

ICICI Bank achieved approximately 1. ICICI Bank has built strong capabilities in training and development to build competencies. Training on products and operations is imparted through web-based training modules. ICICI Bank also leveraged icicibankcareers. financial engineering. The performance management system at ICICI Bank is based on clearly defined performance parameters and employee empowerment for achievement of goals.and experience and giving them a holistic view of the organization while ensuring that the bank leverages its human capital optimally. ICICI Bank’s constant endeavour to implement innovative human resource practices has resulted in the creation of an exceptional pool of talent and a performance-oriented organizational culture and has imparted agility and flexibility to the organization. transaction processing and portfolio management. In recognition of the critical importance of excellence in internal processes and delivery to 30 customers. to meet its training and development needs and build globally benchmarked skills and capabilities. with a view to build a strong alternative recruitment channel to the traditional channels. ICICI Bank also draws from the best available training programmes and faculty. reinforcing the Bank’s achievement-oriented culture. Continuous enhancement of knowledge and skill sets is vital. and building and maintaining deep and enduring relationships of trust with our retail and wholesale customers are two essential elements of our strategy.5 webbased learning mandays per employee in fiscal 2003. its career website. During fiscal 2003. ICICI Bank also has a structured process of identifying and developing leadership potential. ICICI Bank believes that building a learning organization is critical for being competitive in products and services and meeting customer expectations.com. credit evaluation. the Organizational Excellence Group was set up in fiscal 2002 to focus on quality .000 employees. both international and domestic. ICICI Bank recruited over 4. Developing and deploying world-class skills in a variety of areas such as technology. given the rapidly changing business environment and the constant challenges it poses to organizations. ORGANIZATIONAL EXCELLENCE ICICI Bank recognizes the importance of excellence in its business. customer segmentation and product design. Special programmes on functional training and leadership development to build knowledge as well as management capability are conducted at a dedicated training facility.

The Group is supported by a team of professionals with experience in the field of quality. we need to contribute to the overall economic and social development of India. Elementary Education Our initiatives in elementary education seek to work towards maximising the number of 14-year-olds who have a basic level of education. we believe that. Within these. measurable and capable of large-scale replication. ICICI Bank believes that ensuring health. CARE and the Child In Need Institute (CINI) to pilot the additional health worker strategy in two blocks of the Ranchi district in Jharkhand. the Social Initiatives Group (SIG) works to catalyze this effort. therefore.Business Overview initiatives in the Bank. tracking projects. To fulfil its mission. The Group has been partnering with business units in undertaking quality projects. ICICI Bank seeks to address key knowledge and practice gaps that currently impede the achievement of national goals in these sectors. supports projects that are cost-effective. A Senior General Manager. education and access to financial services is critical for facilitating this participation. reporting progress and replicating successes across the Bank. It. The Organisational Excellence Group is engaged in institutionalizing quality in the Bank by building skills in various quality frameworks. and have the potential for both near and long-term impact. A dedicated not-for-profit group. heads the Group. as one of the largest participants in the financial system of the country. important initiatives in fiscal 2003 included support to the introduction of additional health workers in rural areas for improving the quality and accessibility of existing publicly provided health and nutrition services. While continuing our support to organizations 31 . COMMUNITY DEVELOPMENT At ICICI Bank. ICICI Bank has formed a partnership with the Government of Jharkhand and NGOs such as Krishi Gram Vikas Kendra (KGVK). who reports to the Managing Director & CEO. ‘elementary education’ and ‘micro-financial services’. Infant Health at Birth In this area. which leverage quality for strategic change and lead to business improvement. the specific areas identified for focused attention are ‘infant health at birth’. with the mission “to identify and support initiatives designed to improve the capacities of the poorest of the poor to participate in the larger economy”.

technology focus and human resource practices.Business World magazine. Madurai to develop a scalable strategy for bank linkage of self-help groups. credit and insurance. customer service levels. “Bank of the Year from the Emerging Markets” by The Banker magazine of UK. including: • • • • • • • • • “Bank of the Year 2002. Pune to undertake a radio programme in every upper-primary municipal school in Mumbai and Delhi. India’s “Most Admired Bank 2002” in the BB-TN Sofres Mode Poll. Eklavya.such as Pratham. that specialises in teacher training and curriculum design. PUBLIC RECOGNITION During fiscal 2003. In fiscal 2003. A study for the development of a comprehensive insurance plan with the Society for Elimination of Rural Poverty (SERP) in Andhra Pradesh is currently underway. A key element of our strategy is to create better interfaces between institutional financial services providers and community based organizations. in India” by The Banker magazine of UK. The objective of this programme is to strengthen language skills of students. we received several prestigious awards in recognition of our business strategies. in a poll by Euromoney. “Best Consumer Internet Bank in India” by Global Finance. “Best Foreign Exchange Bank in India” by Global Finance. “Best Managed Bank in Asia”. “Best Bank in India” by Global Finance. we launched an initiative with the DHAN Foundation. We also formulated a work plan with the Bhopal-based NGO. “India’s Top 5 Most Respected Companies” . and “Excellence in Retail Banking” award by Asian Banker journal. we initiated a number of new relationships in fiscal 2003. 32 . Micro-Financial Services Our micro-financial services initiative aims at maximizing access of the poor to banking. We funded the Centre for Learning Resources.

27 billion ... To Special Reserve created and maintained in terms of Section 36(1)(viii) of the Income-tax Act........Directors’ Report To the members.............91 12.... 1961. 17...e................ 12....... 10) for the year and have appropriated the disposable profit as follows: Rs.......02 Fiscal 2002 0...........52 11.... 5.............25 billion......... Profit on sale of ICICI Bank shares ....91 13.45 2......... Your Directors have recommended a dividend rate of 75% (Rs...... billion Fiscal 2003 To Statutory Reserve....67 5...................... Consolidated profit after tax .............14 1...44 billion ......00 0.... The disposable profit is Rs....... The results for fiscal 2003 are..... 2...........................16 3.... making in all Rs........ To Investment Fluctuation Reserve..... 2002............ Your Directors have pleasure in presenting the Ninth Annual Report of ICICI Bank Limited with the audited statement of accounts for the year ended March 31........ The financial performance for fiscal 2003 is summarised below: Rs.. 1.... ICICI PFS and ICICI Capital for March 30 and 31.. excluding extraordinary items ...................... two days only.......................... 36...............................06 billion after write-offs and provisions of Rs....... To Revenue and other Reserves making in all Rs. FINANCIAL HIGHLIGHTS As the Appointed Date of the merger of erstwhile ICICI Limited (ICICI)... APPROPRIATIONS The profit & loss account shows a profit after taxation of Rs........ making in all Rs... the profit & loss account for fiscal 2002 included the results of the operations of ICICI......... taking into account the balance of Rs.65 33................. Provisions & contingencies . billion Fiscal 2003 Net interest income and other income.............50 0......... 2003.58 2.. 2002 i............. not comparable with the results for fiscal 2002............58 Fiscal 2002 33 .................... 7...........50 per equity share of Rs............ 0..............................96 0..............50 0.................... therefore.. 11....... ICICI Personal Financial Services Limited (ICICI PFS) and ICICI Capital Services Limited (ICICI Capital) with the Bank was March 30.....91 11.......80 17.......... Profit after tax . making in all Rs.51 billion .91 billion and after taking into account all expenses......19 billion brought forward from the previous year..................... Operating profit ...........91 billion1 . 12.06 11..................87 — 2....

2003..2 ICICI Securities Inc...05 0.. These documents/details will also be available on the Bank’s website... The Bank will make available these documents/details upon request by any member of the Bank... report of the Board of Directors and report of the Auditors of the subsidiary companies has not been attached to the accounts of the Bank for the year ended March 31.. 0.. 4...... Corporate dividend tax . except those of ICICI Bank UK Limited..) ..............000 0.......... its accounts have not been drawn up........ ICICI Bank had twelve subsidiaries: Domestic Subsidiaries ICICI Securities Limited ICICI Venture Funds Management Company Limited ICICI Prudential Life Insurance Company Limited ICICI Lombard General Insurance Company Limited ICICI Home Finance Company Limited ICICI Investment Management Company Limited ICICI Trusteeship Services Limited ICICI Brokerage Services Limited 2 1 2 3 International Subsidiaries ICICI Bank UK Limited1 ICICI Securities Holdings Inc..04 0.3 ICICI International Limited Awaiting UK regulatory approval for commencement of business Subsidiary of ICICI Securities Limited Subsidiary of ICICI Securities Holdings Inc... profit & loss account.............. the Bank acquired the entire paid-up equity share capital of Transamerica Apple Distribution Finance Private Limited.... ................. As required by Accounting Standard 21 (AS-21) issued by the Institute of Chartered Accountants of India...... 2003 and is yet to commence operations and hence........59 0... the Bank’s consolidated financial statements incorporate the accounts of its subsidiaries..... a copy of the balance sheet.. SUBSIDIARY COMPANIES At March 31..... ICICI Bank UK Limited was incorporated on February 11...... 2003........ 2003 under Section 212(8) of the Companies Act. the balance in the Debenture Redemption Reserve of Rs. In terms of the approval granted by the Central Government vide letter dated June 11.. 1 In addition to appropriation of disposable profits.. On preference shares (Rs........................ billion Fiscal 2003 Dividend for the year (proposed) – – – On equity shares @ 75% .........10 billion was transferred to Revenue and other Reserves in fiscal 2003......Directors’ Report Rs.....44 — 0.. In May 2003...19 Fiscal 2002 Leaving balance to be carried forward to the next year .... The Company is now a wholly-owned subsidiary of ICICI Bank and has been renamed 34 as ICICI Distribution Finance Private Limited....60 35. 1956.

Additional Secretary (Financial Sector). the acquisition of Bank of Madura and the merger of ICICI with the Bank. The Government of India had. Sinor completed his term as Joint Managing Director on May 31. 2002 in place of D. K. The Government of India withdrew the nomination of Vineeta Rai and nominated Vinod Rai. Ministry of Finance & Company Affairs was nominated by the Government of India effective October 31. Purkayastha. The Board at its Meeting held on June 27-28. If Kalpana Morparia is re-appointed as Director immediately on retirement by rotation. You are requested to consider their appointment. C. K. During his tenure. 2003. nominated S. Joint Secretary (IF). 2003. Chartered Accountants as Auditors to audit the accounts of ICICI Bank for fiscal 2004 and the approval of Reserve Bank of India (RBI) has been received vide letter dated July 4. Batliboi & Co. 2003 and retired with effect from June 1. vide its letter dated May 6. 2003. Gupta. Secretary (Banking & Insurance). owned general insurance companies is among ICICI Bank’s largest domestic institutional shareholders. Sathe. He is the Vice-Chairman of Hindustan Lever Limited. which together with other Government. will retire at the ensuing Annual General Meeting. the Bank achieved several milestones. K. Sharma hold office up to the date of the forthcoming Annual General Meeting as . The Bank pioneered technology-based banking in India under his leadership. Raiji & Co.. Somesh R. R. R. Banking Division in her place effective January 3. Chairman. 2002. In terms of Article 128A of the Articles of Association. N. but are eligible for appointment. 2003 has proposed the appointment of S. Batliboi & Co. offer themselves for re-appointment. 2003. Marti G. Purkayastha. The Board places on record its appreciation of the services rendered by him. Sharma was appointed as an additional Director effective January 31. M. Subsequently. The Government of India had subsequently nominated D. H. N. Gupta. emerging as India’s largest private sector bank and the second-largest bank in the country. In terms of the provisions of the Articles of Association. Ministry of Finance & Company Affairs on the Board in place of S. P C. Vineeta Rai. Ghosh. He joined Hindustan Lever Limited in 1974. 2003. worked in various areas including taxation and legal and was inducted on its Board in August 1995. Secretary (Banking & Insurance). C. K. and S. being eligible. Vinod Rai is not liable to retire by rotation. Ministry of Finance on the Board. M.. provided under Article 135 of the Articles of Association of the Bank. Subrahmanyam and Kalpana Morparia would retire by rotation at the forthcoming Annual General Meeting and. 35 . Ghosh and M. effective July 19. General Insurance Corporation of India (GIC). she will continue to hold her office of Executive Director and the retirement by rotation and re-appointment shall not be deemed to constitute a break in her appointment. Chartered Accountants.Directors’ Report DIRECTORS P C. 2002. Anupam Puri. including its listing on the New York Stock Exchange (NYSE). AUDITORS The Auditors. was appointed as an additional Director effective January 31.

Directors’ Report PERSONNEL As required by the provisions of Section 217(2A) of the Companies Act. The constitution of these Committees is given hereafter. read with Companies (Particulars of Employees) Rules. I. the separation of the Board’s supervisory role from the executive management and the constitution of Board Committees generally comprising a majority of independent Directors and chaired by an independent Director to oversee critical areas. 1956 and listing agreement with stock exchanges and in accordance with best practices in corporate governance. of whom 83 are employees of the Bank. A majority of these Board Committees are chaired by independent professional Directors. viz. experienced professionals from the banking. constituted in compliance with the Banking Regulation Act. Board of Directors ICICI Bank has a broad-based Board of Directors. There were nine meetings of the Board during fiscal 2003 – on April 12. The Board has constituted nine committees. At March 31. Companies Act. CORPORATE GOVERNANCE ICICI Bank has established a tradition of best practices in corporate governance. their attendance at Board meetings and the number of other directorships and Board Committee memberships held by 36 them at March 31. Business Strategy Committee. APPOINTMENT OF NOMINEE DIRECTORS ON THE BOARD OF ASSISTED COMPANIES ICICI had a policy of appointing nominee Directors on the Boards of certain borrower companies based on loan covenants. such as the terms of listing agreements with stock exchanges. the Board of Directors consisted of 19 members. . Risk Committee. Board Governance & Remuneration Committee. the names and other particulars of the employees are set out in the Annexure to the Directors’ Report. Subsequent to the merger. April 24 & 26. September 16 and October 31 in 2002 and January 31 and March 28 in 2003. June 21-22. 2003 are given overleaf. The corporate governance framework in ICICI Bank is based on an effective independent Board. Credit Committee. 2003. 1975. as amended. Audit Committee. Agriculture & Small Enterprises Business Committee. 1949. 1956. Philosophy of Corporate Governance ICICI Bank’s corporate governance philosophy encompasses not only regulatory and legal requirements. The Bank has a Nominee Director Cell for maintaining records of nominee directorships. Share Transfer & Shareholders’/Investors’ Grievance Committee. effective supervision and enhancement of value for all stakeholders. II. government and other sectors are appointed as nominee Directors. and mainly consist of independent Directors. with a view to enable monitoring of the operations of those companies. The Board functions either as a full Board or through various committees constituted to oversee specific operational areas. Committee of Directors and Asset Liability Management Committee. ICICI Bank has 144 nominee Directors on the boards of 280 companies. ICICI Bank continues to nominate Directors on the Boards of assisted companies. but also several voluntary practices aimed at a high level of business ethics. May 3. July 31. The names of Board members. Apart from the Bank’s employees.

........ R......e.........A.. Kalpana Morparia (w...... N... 2003) ....A.......A.Directors’ Report Name of Member Board Meetings attended during the year Attendance Number of other Directorships at last AGM (September Of Indian Of Other 16....... Bracketed figures indicate Committee Chairmanships.... Vineeta Rai (October 31...........A. N...... Participated in three meetings through tele-conference.... 1 2 9 8 2 7 4 2 2 8 7 2 7 2 Present Present N..A.... M.. Sharma (w........e... — N.....A..... D. N.. Sinor .e..... 2003)* ....... Gupta (July 19.. Kamath*** ... Present Present Absent N.. 3 * ** *** As wholetime Director effective May 3. N........ N........ 2002) ......A.e..A. 2003)* ..... Uday M............ S.e............A..f..f. Sathe .A......... 2002)* ... N.......... Nominee of Government of India... Seshasayee (w.. Lalita D. 2002) ......A... 1956... Vinod Rai (w........ K........ 1956...... Chitale ......A.... 2002) Anupam Puri (w........... Purkayastha (up to July 18. N.f....A...............f...... V..... P.. N. 37 .... Sinha ...........A..e.......f.......... Absent N. 9 9 9 7 7 9 8 Present Present Present Present Present Present Present 4 2 4 6 2 2 2 5 — — — — — 2 — — 2 5 2(1) 1(1) — Includes companies as per the provisions of Section 278 of the Companies Act..... Marti G.. M.. N...... Lakshmi N.e...... Jha .... May 3... N. S..... 2002 up to October 30............A.. R. 2002 up to January 2..f... H... N........ C..f..A...............A.......f.. Somesh R.... Subrahmanyam (w. the Share Transfer & Shareholders’/Investors’ Grievance Committee and the Board Governance & Remuneration Committee. N.A.. N.. January 3..f......A......A..... Mittal (w...................... Satish C. N.... 2002)** . N.....e.... Members who ceased to be Directors during the year B. Includes foreign companies and other companies that are excluded as per the provisions of Section 278 of the Companies Act.. 2002) .. 2002) ... Bhargava (up to April 26.. 2003) P..... Gupte*** . V. Includes the Audit Committee....... 2002) . 2002) Companies1 Companies2 Number of other Committee 3 Memberships Independent non-executive Directors Current members N.. 2002.. C.... May 3......A... N.... 2002) . N.. May 3.e......... N..A.. May 3....... N. January 31................... May 3. Ghosh (w.. Present Absent 8 1 8 3 — 5 4 — 7 7 3 1 10 4 3 — 50 1 — 3 1 1 2 6 6(4) 1(1) — 2 — 6(2) 1 — 6(1) 5(1) 2 2(1) 2 1 — — N.. May 3. Nachiket Mor . 2002) ............ N.. Mukherji (w................A... Rajamani (up to April 26...A.... K....... Chanda Kochhar .. N...........A.......... Sengupta (up to June 30..... Present Present N........... Wholetime Directors K. 2002)* D. January 31. Vaghul .A...

. IV. Somesh R.... Seshasayee... There were six meetings of the Committee during the year.... RBI guidelines stipulate that this Committee must meet at least six times in a financial year. recommendation to the Board of the remuneration Number of Meetings attended 6 5 5 38 .. review of the adequacy of internal control systems and the internal audit function.. 2003........ Jha...... Board Governance & Remuneration Committee Terms of Reference The functions of the Board Governance & Remuneration Committee include recommendation of appointments to the Board... Satish C.... N.. The details of composition of the Committee and attendance at its meetings are given below: Name of Member R.......... recommendation of appointment and removal of central and branch statutory auditors and fixation of their remuneration. Chitale .. review of the findings of internal investigations........ Vaghul is the Chairman of the Committee..... sufficiency and credibility of financial statements............ Composition The Agriculture & Small Enterprises Business Committee was constitued by the Board effective July 1. V..... viz. Audit Committee Terms of Reference The Audit Committee provides direction to the audit and risk management function and monitors the quality of internal and statutory audit..... N..... review of compliance with the inspection and audit reports of RBI and reports of statutory auditors. Vaghul....... evaluation of the performance of the Managing Director & CEO.. in payment to stakeholders.. P M... Agriculture & Small Enterprises Business Committee Terms of Reference The functions of the Committee include review of the business strategy of the Bank in the agri-business and small enterprises segments and review of the quality of the agricultural lending and small enterprises finance credit portfolio.... Somesh R... Uday M...... Chairman . Sathe....Directors’ Report III... Sathe . Sinha and M........ Seshasayee... The Committee comprises five independent Directors.. the Board and individual members on pre-determined parameters.... K... review of the annual financial statements before submission to the Board.... if any..... The responsibilities of the Audit Committee include the overseeing of the financial reporting process to ensure fairness. Composition The Audit Committee comprises three independent Directors and is chaired by R..... Sharma... .... discussion on the scope of audit with external auditors and examination of reasons for substantial defaults.

.000 120. – Provident fund ........... 5..000 2... approval of the policy for and quantum of bonus payable to the members of the staff. Includes leave and leave-travel-allowance encashment of Rs.000* 100...061.............000* 60..100..... The recommendations of the Committee were based on evaluation of the wholetime Directors on certain parameters....129. If accommodation owned by the Bank was not provided... fixtures and furnishings..000 843.....000 100... Kamath Break-up of Remuneration (Rupees) – Basic .N...000* Approved by the Board and to be paid on appoval by RBI. – Allowances and perquisites ..000 2....520.000.000 2.........Directors’ Report (including performance bonus and perquisites) to wholetime Directors...000.......400 360.. – Superannuation ..000 2... personal insurance... 3..641 252..000 120...000 2.520.250 110...000 2. club fees....520...000* 80.....000 2..000 80. 39 .000 399...000* 100..000 per month and maintenance of accommodation including furniture..520.000 3.... as may have been provided by the Bank......000 174..387 576. as laid down by the Board as part of the self-evaluation process.900 450.....000 4... Remuneration Policy The Board Governance & Remuneration Committee has the power to determine and recommend to the Board the amount of remuneration. – Fiscal 2002 ...400 302..... – Performance bonus for fiscal 2003 # .... water and furnishings........000 100. payable to the wholetime Directors.000 2.000 3.. Mukherji Chanda Kochhar Nachiket Mor 4. the framing of guidelines for the Employees Stock Option Scheme.....000 per meeting of the Board or Committee attended by them..840 720...100.019... leave and leave-travel concession..000 110. medical reimbursement.. except the nominee Directors of Government of India were paid sitting fees of Rs..000 30..916 378.. The non-executive Directors..... Perquisites (evaluated as per Income-tax Rules wherever applicable and at actual cost to the Company otherwise) such as the benefit of the Bank’s furnished accommodation....000* 80...... * Options awarded by ICICI and converted into ICICI Bank options as per the Scheme of Amalgamation... superannuation fund and gratuity....000 174.800... including performance/achievement bonus and perquisites.. – Gratuity ..000* 100..004. provident fund.. recommendation of grant of stock options to the staff and wholetime Directors of ICICI Bank and its subsidiary companies and formulation of a code of ethics and governance.000 2.000 56..000 1.. education benefits........ Stock Options – Fiscal 2003 . were provided in accordance with the scheme(s) and rule(s) applicable from time to time.....789 432.V. The following are the details of remuneration (including perquisites..868 302. Sinor Lalita Gupte Kalpana Morparia S.000* 30.....000 100.000 3.. bonus and retiral benefits) paid and stock options granted to wholetime Directors in fiscal 2003: K. the wholetime Director concerned was eligible for house rent allowance of Rs..000 2. electricity..916 209....912.....100.930 315..000 3.. 50..810 252.000....000 3..... – Fiscal 2001 ..100....600......519.000 680....000 378..000* 55..000 80......600..000* 30.800.000 299........252@ 2......930 315.000 249. use of car and telephone at residence or reimbursement of expenses in lieu thereof..880 540......000 30..400 209. # @ H.. gas.......

.... Sengupta (up to June 30... Anupam Puri (w.. There was one meeting of the Committee during the year......... Credit Committee Terms of Reference The functions of the Committee include review of developments in key industrial sectors and approval of credit proposals as per authorisation approved by the Board........ VI......f......f.......................... M...... Seshasayee ......... Sinha ................... Vaghul........ P.................. Vaghul.e.... Business Strategy Committee Terms of Reference The function of the Committee is to approve the annual income and expenditure and capital expenditure budgets for presentation to the Board for final approval and to review and recommend to the Board the business strategy of ICICI Bank.. There were two meetings of the Committee during the year.......e.. V.... Vaghul and a majority of its members are independent Directors.. 2002) ......... Composition The Business Strategy Committee comprises five Directors..... Vaghul...... P.. 2003) ..... R.................... June 30......... Vaghul and a majority of its Number of Meetings attended 1 — 1 — 1 Number of Meetings attended 2 2 1 Not Applicable Not Applicable 40 members are independent Directors......................... 2002) .... Kamath . R. Seshasayee (w........... VII......... D............. The details of composition of the Committee and attendance at its meetings are given below: Name of Member N............. There were six meetings of the Committee during the year......... .... M............... It is chaired by N............ Sinha .........Directors’ Report Composition The Board Governance & Remuneration Committee comprises four independent Directors and is chaired by N.. Chairman ........ K.......... Chairman ..................... It is chaired by N........... March 28................................... Composition The Credit Committee comprises four Directors. The details of composition of the Committee and attendance at the meeting are given below: Name of Member N........... Anupam Puri .......................

................. Chitale .... investment policies and strategy.. Vaghul and a majority of its members are independent Directors.... bonds...................... Risk Committee Terms of Reference The Committee reviews ICICI Bank’s risk management policies in relation to various risks (portfolio.. Jha .......Directors’ Report The details of composition of the Committee and attendance at its meetings are given below: Name of Member N. Satish C. liquidity. off-balance sheet and operational risks). The details of composition of the Committee and attendance at its meetings are given below: Name of Member N....................................... an independent Director......... Uday M..... review and redressal of shareholders’ and investors’ complaints......... allotment of shares and securities issued from time to time..................... It is chaired by N............... Number of Meetings attended 4 3 4 2 Number of Meetings attended 6 4 5 6 41 ......................... issue of duplicate certificates............ VIII....... There were 13 meetings of the Committee during the year................... Chairman .... Kamath .. Composition The Share Transfer & Shareholders’/Investors’ Grievance Committee comprises four Directors and is chaired by Uday Chitale..................... Share Transfer & Shareholders’/Investors’ Grievance Committee Terms of Reference The functions and powers of the Committee include approval and rejection of transfer or transmission of equity and preference shares........ K.... Chairman .. Vaghul... V.... There were four meetings of the Committee during the year. Kamath ...................... Marti G............ Somesh R. V. Sathe . Subrahmanyam ................................... including those under stock options........... Composition The Risk Committee comprises four Directors.... debentures and securities.... Vaghul.... K.... the opening and operation of bank accounts for payment of interest and dividend and the listing of securities on stock exchanges........... interest-rate............ IX........ and regulatory and compliance issues in relation thereto...................

.... Managing Director & CEO.. review of the asset-liability profile of the Bank with a view to manage the market risk exposure assumed by the Bank Number of Meetings attended 5 3 5 3 42 and deciding the deposit rates and Prime Lending Rates (PLR) of the Bank... V...... 2003.............................................. 2003 in place of H........ Gupte .. The details of composition of the Committee and attendance at its meetings are given below: Name of Member H. N........ Sinor ...................... 2003... Sathe ................ Chitale.............. At March 31.... Jyotin Mehta........ Chairman ...... N..... Sinor.... XI........ H. Prior to its dissolution on May 3............ X... Chanda D.................. Lalita D.468 shareholders’ complaints received in fiscal 2003. Number of Meetings attended 12 11 12 9 Chanda D........ Kalpana Morparia ............................ Nachiket Mor . N.... Composition The Committee of Directors consists of all the wholetime Directors and is chaired by K............ Asset Liability Management Committee Terms of Reference The functions of the Committee include management of the balance sheet of the Bank....................... No applications were pending for transfer of shares as on March 31............ Of the total of 3...... Sinor ..... ............ the Share Transfer Committee of ICICI Bank prior to the merger had met five times.. General Manager & Company Secretary......... Kochhar has been appointed as a Member of the Committee effective June 1. Somesh R.Directors’ Report The details of composition of the Committee and attendance at its meetings are given below: Name of Member Uday M............. Kochhar ...452 complaints were processed to the satisfaction of shareholders........... is the Compliance Officer. Committee of Directors Terms of Reference The powers of the Committee include review of performance against targets for various business segments and credit approvals as per authorisation approved by the Board..................... Kamath................. 2002....................... 16 complaints were pending......... borrowing and treasury operations and premises and property related matters. 3......

Notice was sent to 6. 3. The Maharaja Sayajirao University.m. was appointed Scrutinizer for conducting the postal ballot process.85. Gupte. Vanijya Bhavan. Time 3.791 equity shareholders holding 1. Jayesh Gandhi. Opposite D. 2002 and. General Education Centre.06. January 19. Central Gujarat Chamber of Commerce Auditorium. XII. N. The Maharaja Sayajirao University. representing 26. Race Course Circle.m.. 12. June 11.00 p. February 21. 2002 2. Joint Managing Director.572 forms were received. 2002 Monday.00 p.66. According to the Scrutinizer’s Report. General Body Meetings The details of General Body Meetings held in the last three years are given below: General Body Meeting Fourth Extraordinary General Meeting Sixth Annual General Meeting Day & Date Monday. 45.m. Partner of N. Hall Ground. 2000 3. 41. No Resolutions are proposed to be voted on through postal ballot this year. M. 2001 Monday. Professor Chandravadan Mehta Auditorium. 2001 Friday. The results of the postal ballot were announced at the Eighth Annual General Meeting of the Bank held on September 16. Opposite D. Second Floor.Directors’ Report Composition The Asset Liability Management Committee consists of five wholetime Directors and is chaired by Lalita D.30 p.550 equity shares had cast their votes.400 shareholders with the last date for receiving the postal ballot forms by the Scrutinizer as September 11. Pratapgunj. 3. Raiji & Co.00 p. till that date.94. May 29. Chartered Accountants.807 equity shares had voted in favour of the Resolution and 1. 2002.729 invalid forms). Hall Ground.00 p.743 equity shares had voted against the Resolution. Venue Professor Chandravadan Mehta Auditorium. N.m.843 equity shareholders (excluding 2.m. Vadodara 390 002 The procedure of postal ballot was carried out for the Special Resolution relating to amendment to the Object Clause of the Memorandum of Association. Pratapgunj. Vadodara 390 002 Fifth Extraordinary General Meeting Seventh Annual General Meeting Sixth Extraordinary General Meeting Eighth Annual General Meeting Friday. September 16.052 equity shareholders holding 26. 42. Vadodara 390 007 43 .84. January 25. 2000 Monday.m. General Education Centre.27.00 p.

General Shareholder Information Ninth Annual General Meeting Date Monday. operational performance. Pratapgunj. financial performance. ICICI Bank’s quarterly financial results are published in the Financial Express (Ahmedabad. Bangalore.e. promoters. XIV.m. 2003 On and from August 26. The Maharaja Sayajirao University. Directors or the Management. August 25. 2003 Dividend Payment Date : 44 . Delhi. Hall Ground. ICICI Bank disseminates information on its operations and initiatives on a regular basis. There were no materially significant transactions with related parties i. business segments. General Education Centre.icicibank. Vadodara 390 002 Financial Calendar Book Closure : : April 1 to March 31 August 6. ICICI Bank also circulates its half-yearly results to all its shareholders. The financial results. It provides comprehensive information on ICICI Bank’s strategy. N. allowing them to access information at their convenience. 2. As required by SEBI and the listing agreements. all information which could have a material bearing on ICICI Bank’s share price is released at the earliest through leading domestic and global wire agencies. Chandigarh. Kolkata and Mumbai editions) and in Sandesh/Vadodara Samachar (Vadodara). Chennai. Venue Professor Chandravadan Mehta Auditorium. official news releases and presentations are also displayed on the website. share-price movements and displays the latest press releases. Means of Communication It is ICICI Bank’s belief that all stakeholders should have access to complete information regarding its position to enable them to accurately assess its future potential. Disclosures 1.00 p. ICICI Bank’s dedicated investor relations personnel respond to specific queries and play a proactive role in disseminating information to both analysts and investors. There were no instances of non-compliance in respect of any matter related to the capital markets. XV. ICICI Bank has been filing its financial and other information on the Electronic Data Information Filing and Retrieval (EDIFAR) website maintained by National Informatics Centre (NIC) from July 2002. 2003 Time 2. during the last three years.com) serves as a key awareness facility for all its stakeholders.Directors’ Report XIII. 2003 to August 25. conflicting with the Bank’s interests. In accordance with Securities and Exchange Board of India (SEBI) and Securities Exchange Commission (SEC) guidelines. The Management’s Discussion & Analysis forms part of the Annual Report. Kochi. Opposite D. The ICICI Bank website (www. their subsidiaries or relatives.

..25 169......640 29..885..........361.. November 2002 .........200.. 7. January 2003 .......040 14........377 17.... Sayajigunj..990 21........) 111.863 13..10 153.087.098 10.50 133. Vadodara 390 005 The Stock Exchange........ 11....00 111..05 111.... December 2002 .623 1..... Bandra-Kurla Complex Bandra (East)..427. June 2002 ..807.....407 25.. 3/1 Asaf Ali Road.. Mumbai (BSE) and National Stock Exchange (NSE) are given in the following table : Month High (Rs.055 109..95 153.....00 164...189..713 12.50 147.............40 124...327 4......... 183.828.941 9......319......85 147..599..40 158..869 109....) 131...60 141..609 6........ Second Line Beach..... September 2002 .746 3.....95 164...........785..00 109....800.50 157... May 2002 ....025.... Post Box No. Fortune Towers.....55 139.80 145..109.Directors’ Report Listing on Stock Exchanges (with stock code) Stock Exchange Vadodara Stock Exchange Limited (Regional) 1 ..45 155.187.25 145.857. 2547...953 4. Market Price Information The reported high and low closing prices and volume of equity shares of ICICI Bank traded during fiscal 2003 on the Stock Exchange. 11.509..996.055 4... Lyons Range.50 132.797 4...302.....30 130..695....455.....50 135...466 16..50 154.15 134..571 12.889 11........430......213 4...172....) 111...10 164. ‘Exchange Building’....00 Volume High (Rs.....00 152..65 152.. Chennai 600 001 New York Stock Exchange (American Depositary Receipts) 2 ..00 Total volume on Volume BSE and NSE 2.....004........10 122....40 152.....877 130.... August 2002 ........ Mumbai 400 001 National Stock Exchange of India Limited .......... Kolkata 700 001 The Delhi Stock Exchange Association Limited1 ......10 131....25 130... March 2003 .. October 2002 ...65 135....357...426...................70 109.. Mumbai .............543..............637 117.00 153.50 122.........40 NSE Low (Rs..........731.80 152.... Post Box No............669..455..835 293.........704 45 . Source: BSE and NSE 131.) April 2002 ....872...538..............00 132. Phiroze Jeejeebhoy Towers.............624.....486 8....... New Delhi 110 002 Madras Stock Exchange Limited 1 . July 2002 ...50 BSE Low (Rs.. New York. ICICI Bank has paid annual listing fees for fiscal 2004 on its capital to all the stock exchanges where its securities are listed.......195......40 145...50 145...20 131.. Exchange Plaza..40 130.755 21.........25 109..10 131.....00 131..611.806 5..783 12..116... Mumbai 400 051 The Calcutta Stock Exchange Association Limited 1 . Wall Street.396 2... Dalal Street.418 7. Fiscal 2003 ....960. February 2003 ..504 13.......715 6.....066 9.386 7..... NY 10005.542 19.40 164.728 8.....365. United States of America 1 2 Code for ICICI Bank 32174 32174 EQ 19268 009187 IBCL IBN Proposed to be delisted...60 133........936 7...... DSE House....330....20 155..75 140........ Each American Depositary Receipt (ADR) of ICICI Bank represents two underlying equity shares.

.....................52 5..... ICICI Infotech has received the 46 ISO 9001 certification for its transaction processing activities.70 5.............56 6.... Fiscal 2003 ..........63 6... Dec-02 Nov-02 Mar-03 Sep-02 Oct-02 ......931 134....28 5....17 8.........06 6.......499....80 6.. IT-enabled services.........60 4............. December 2002 ...108 269. February 2003 .... ICICI Infotech operates in the following main areas of business: software consultancy and development...... Source: Yahoo Finance The performance of the ICICI Bank equity share relative to the BSE Sensitive Index (Sensex) is given in the following chart: 140 120 100 80 60 40 20 0 High (US$) 6...466 Apr-02 Jun-02 Jul-02 Jan-03 Feb-03 May-02 Aug-02 ICICI Bank Share Transfer System BSE Sensex ICICI Bank’s investor services are handled by ICICI Infotech Limited (ICICI Infotech)....177 118...74 5....327 100...Directors’ Report The reported high and low closing prices and volume of ADRs of ICICI Bank traded during fiscal 2003 on the New York Stock Exchange (NYSE) are given below: Month April 2002 .......60 6.28 6.320 94..... June 2002 ..... October 2002 ....922 129...026 113.54 6...905 102.......31 Low (US$) 4.... May 2002 . November 2002 .20 4..............15 7. IT infrastructure and network and facilities management services.....766 121..06 8.89 6.40 5.......15 7...... March 2003 .......70 Number of ADRs traded 46..... July 2002 .485 1.31 7...........00 7..... August 2002 ........... September 2002 .15 7...........280 147................... January 2003 ...60 8......92 4...............219 121...

.. seven days from the date of receipt.10% of the paid-up equity share capital) comprising 589. Rangaswami at either of the addresses below: ICICI Infotech Limited International Infotech Park Tower 5. sub-division..600 Fiscal 2002 2..140 1.781 shares of ICICI Bank were transferred into electronic mode.Directors’ Report As per SEBI guidelines. The shareholder then receives the shares in the form he exercises his option for. within a period of. ICICI Bank shares are being traded only in dematerialised form. fax your query at +91-22-5591 2480/81 or email to investor@icicibank...692 shares had been dematerialised.114 315. Registrar and Transfer Agents The Registrar and Transfer Agents of ICICI Bank is ICICI Infotech Limited. for the purpose of. 2003.340 certificates. a Secretarial Audit is being conducted on a quarterly basis by a firm of Chartered Accountants. a half-yearly certificate is being obtained from a firm of practising Company Secretaries.. Physical share transfers are registered and returned typically... 2002... At March 31.. During the year.. effecting transfer. 3...... The number of shares of ICICI Bank transferred during the last three years is given below: Fiscal 2001 Number of transfer deeds . transmission. inter alia...682. R.126. consolidation.038 Fiscal 2003 8. Maratha Mandir Dr.. in regard to. V. The certificates are forwarded to stock exchanges where the equity shares are listed within 24 hours of issuance and also placed before the Board. D&CC/FITTC/CIR-16 dated December 31..355 As required under Clause 47(c) of the listing agreements entered into by ICICI Bank with stock exchanges..com. renewal and exchange of equity shares and bonds in the nature of debentures within one month of their lodgement. Nair Road Near Mumbai Central Station Mumbai 400 008 47 .: +91-22-5592 8000 Fax: +91-22-5591 2480/81 ICICI Infotech Limited Maratha Mandir Annexe.11% of ICICI Bank’s paid-up equity (including equity shares represented by ADRs constituting 26... reconciliation of the total admitted equity share capital with the depositories and in the physical form with the total issued/paid-up equity capital of ICICI Bank. For any share-related queries. involving 30. Maharashtra Tel. In terms of SEBI’s circular no. A letter is sent to the shareholder giving an option to receive shares in physical or dematerialised mode.. 7. inter alia. Investor services related queries may be directed to T.. 2003 about 96. please call ICICI Infotech at +91-22-5592 8000. Certificates issued in this regard are placed before the Share Transfer & Shareholders’/Investors’ Grievance Committee and forwarded to stock exchanges where the equity shares of ICICI Bank are listed.. A period of 30 days is given to the shareholder for sending his intimation. 4th Floor Navi Mumbai 400 705.. Number of shares transferred ....... if the documents are correct and valid in all respects. No applications for transfer of equity shares were pending as on March 31.. A.219.703 811.

.................... Government of Singapore Investment Corporation A/c Government of Singapore-E ...50 0......: +91-22-2653 1414.....790.............231...................................10 38..299 613... 160.........................626 42...695 13.... FIIs and NRIs ..........118 236........821 26.......................................51 3.....00 Shareholders of ICICI Bank with more than one per cent holding at March 31............ Bandra-Kurla Complex.341..................................022.......... Shares % holding 160................................54 6...........258...........................................754......................... Banks and Financial Institutions .......566 839..125 8...276. Monetary Authority of Singapore-B ....404 26........ 2003 Shareholder Category Deutsche Bank Trust Company Americas (as Depositary for ADR holders) .......980...........................193....10 2...................Directors’ Report Queries relating to the operational and financial performance of ICICI Bank may be addressed to: Rakesh Jha / Anindya Banerjee ICICI Bank Limited ICICI Bank Towers......14 48 ........ Individuals .........478. Mutual Funds ...... Unit Trust of India – I & II ...295 8.................. Bajaj Auto Limited ......644... E-mail: ir@icicibank.....181.............37 1........413 46.07 1.....32 3. Unit Trust of India – I & II ....568 3.....42 9....... General Insurance Corporation of India ......477 17.225 6.............519..com Information on Shareholding Shareholding pattern of ICICI Bank at March 31.... ..........45 4..........10 100.......................... Life Insurance Corporation of India ....94 3..............579..60 15....690 9............... Emerging Markets Growth Fund Inc.........341.458 7.......................... Monetary Authority of Singapore ......... Fax: +91-22-2653 1175..... Mumbai 400 051 Tel.......05 1.. Templeton Inv............243 94.... The New India Assurance Company Limited ..948..............564 30.....................034..720...................750 20....10 8.............373....................61 1......225 18........714.....958 6..........78 0...............659 6........057................................15 1..881..................... Monetary Authority of Singapore-J .........................022.................82 2...... Orcasia Limited ...350 4... Counsel LLC A/c Templeton foreign equity series Emerging markets management LLC A/c EMSAF Mauritius * Government of Singapore comprises: Government of Singapore ......... Insurance Companies ............417. Government of Singapore* ..............425..........30 1....93 3...................080 55..............388 26. Total ..330 21......... National Insurance Company Limited ... Bodies Corporate .32 1..880 20.......21 0........ M and G Investment Management Limited ....01 4.................31 7........118 50. 2003 Name of the Shareholder Number of % to Total Shares Number of Shares Deutsche Bank Trust Company Americas (as Depositary for ADR holders) ..433.......

..870...798 7... The last date of redemption of the outstanding ECBs is April 1. Number of Folios 564.....86 89.001 & above ...000 ....272.10% of ICICI Bank’s total equity capital..... 5... viz. to participate in the future growth and financial success of the Bank... Chartered Accountants...... 50..: +91-22-2653 1414..001-10. Mumbai 400 051 Tel.Directors’ Report Distribution of shareholding of ICICI Bank at March 31.332 5... COMPLIANCE CERTIFICATE OF THE AUDITORS ICICI Bank has annexed to this report a certificate obtained from the statutory auditors.001-50.. Plant Locations – Not applicable Address for Correspondence Jyotin Mehta General Manager & Company Secretary ICICI Bank Limited ICICI Bank Towers. E-mail: jyotin..... 2004.399..000 . conversion date and likely impact on equity ICICI Bank has about 80 million ADRs (equivalent to about 160 million equity shares) outstanding..000 . EMPLOYEE STOCK OPTION SCHEME Since fiscal 2000.404 % of total 7.........492 4.. 10...... there are no convertible debentures outstanding except Euro Convertible Bonds (ECB) issued by ICICI amounting to USD 0..... 2003.28 0.652 613......50 1.com A majority of the non-mandatory requirements with respect to corporate governance have also been complied with...... and S..04 100... Raiji & Co....034... ICICI Bank has instituted an Employee Stock Option Scheme (ESOS) to enable its employees.... Bandra-Kurla Complex.00 Number of shares 45.906 2.402 % of total 99.. Currently..39 0. regarding compliance of conditions of corporate governance as stipulated in clause 49 of the listing agreement..04 0.....mehta@icicibank. Batliboi & Co. The impact of conversion of ECBs on equity will be insignificant... Fax: +91-22-2653 1122.97 100.. which constitute 26. M. including wholetime Directors.. N.. 2004.. R.. Total ..72 0.....498..40 million outstanding as on March 31.....00 Outstanding GDRs/ADRs/Warrants or any Convertible Debentures....066 341 253 250 569.. 1.....000 ..992.... the bondholder has a right to convert the bond into fully-paid non-assessable shares at any time during the conversion period which began on January 2... As per 49 .06 0.......14 0... 1994 and would end at the close of business on March 1... As per the terms of the ECB agreement. 2003 Range Up to 1.716 551...........001-5.

..20.....Directors’ Report the ESOS as amended by the Scheme of Amalgamation of ICICI...... N... that in the preparation of the annual accounts......... 21........... Options forfeited/lapsed .......... which recorded the highest trading volume on that date............. in any one year..................... and the aggregate of all such options is limited to 5% of ICICI Bank’s issued equity shares after the merger of ICICI with ICICI Bank.605 22..........000.000.....936...... 10 of ICICI Bank at Rs........... ICICI PFS and ICICI Capital with ICICI Bank... that they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent.....000.. The options vest in a graded manner over a three-year period......3 million options for fiscal 2003 to eligible employees (including wholetime Directors)... H......................... On the basis of the recommendation of the Board Governance & Remuneration Committee............ Each option confers on the employee a right to apply for one equity share of Rs.......289............................720........................ the maximum number of options granted to any employee is limited to 0... Nachiket Mor – 80.... Chanda Kochhar – 80........ of options amounting to 5% or more of total options granted during that year. Options vested ... the Board at its meeting on April 25.000........ Options exercised ......... with 20%.......05....260.... 30% and 50% of the grants vesting in each year.... Kalpana Morparia – 100. Balaji Swaminathan – 75.578............... The options can be exercised within ten years from the date of grant or five years from the date of vesting.... Amount realised by sale of options .... 2003 are given below: Options granted ......651............ S................... the applicable accounting standards have been followed..... The particulars of options granted by ICICI Bank as at June 27.............................655 Options granted by ICICI Bank to senior managerial personnel for fiscal 2003 are as follows: K.000......000..... 2.............000.... commencing not earlier than 12 months from the date of grant..........05% of ICICI Bank’s issued equity shares at the time of the grant.248. Total number of options in force ..... Ramni Nirula 75................ The exercise price of the options is the closing market price on the stock exchange which records the highest trading volume on the date of grant........... the closing market price on the date of the grant on the National Stock Exchange.... Extinguishment or modification of options . No employee was granted options during any one year equal to or exceeding 0.......812 19... whichever is later. Sinor – 100.... so as to give a true and fair view of the state of affairs 50 of the Bank at the end of the financial year and of the profit or loss of the Bank for that period....... H... V.......... 2003 approved a grant of 7.......975 6. Mukherji – 100.........000. Kamath – 1............350 — 3....000 and P. No employee has a grant........ along with proper explanation relating to material departures...........000.970 1....... DIRECTORS’ RESPONSIBILITY STATEMENT The Directors confirm: 1... The total number of shares of ICICI Bank covered by the ESOS as approved by the shareholders is 30....................................05% of the issued capital of ICICI Bank at the time of the grant..... ... 132. Ravikumar – 44... Lalita Gupte – 110..

ICICI Bank is thankful to the domestic and international banking community. GANDHI Partner Mumbai: April 25. for the year ended on March 31. In our opinion and to the best of our information and according to the explanations given to us. Chartered Accountants JAYESH M. who continue to display outstanding professionalism and commitment. that they have prepared the annual accounts on a going-concern basis. as stipulated in clause 49 of the Listing Agreement of the said Bank with stock exchanges. For N.Directors’ Report 3. that they have taken proper and sufficient care for the maintenance of adequate accounting records. 2003 For S. in accordance with the provisions of the Banking Regulation Act. enabling the organisation to achieve market leadership in its business operations and to operate successfully as a universal bank. 2003. We further state that such compliance is neither an assurance as to the future viability of the Bank nor the efficiency or effectiveness with which the management has conducted the affairs of the Bank. 1956 for safeguarding the assets of the Bank and for preventing and detecting fraud and other irregularities. 2003 AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE To the Members of ICICI Bank Ltd. Our examination was limited to procedures and implementation thereof. the Directors wish to express their gratitude to the Members for their continued trust and support. and 4. M. ICICI Bank would also like to take this opportunity to express sincere thanks to its valued clients and customers. support and advice. The compliance of conditions of corporate governance is the responsibility of the management. The Directors express their deep sense of appreciation to all employees. We state that no investor grievance is pending for a period exceeding one month against the Bank as per the records maintained by the Shareholders/Investors Grievance Committee. for their continued co-operation. MEHTA a Partner N. BATLIBOI & CO. for their continued patronage. rating agencies and stock exchanges for their support in resource mobilisation. Chartered Accountants per VIREN H. RBI and SEBI. adopted by the Bank for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. R. ACKNOWLEDGEMENTS ICICI Bank is grateful to the Government of India. including depositors and bondholders. RAIJI & CO. 1949 and the Companies Act. We have examined the compliance of conditions of corporate governance by ICICI Bank Ltd. For and on behalf of the Board Place : Mumbai Date : July 11. Finally. we certify that the Bank has complied with the conditions of Corporate Governance as stipulated in the above-mentioned Listing Agreement. VAGHUL Chairman 51 .

... Other than on auto loans......... 2002.... Operating expense ................... Operating income ...............e.....72 2.......................80 billion in fiscal 2003 as compared to Rs...............................93 5................. 4...............36 33....80 11.. ...... net of write-backs ..........58 billion for fiscal 2002. ICICI Bank’s operating profit (profit before provisions and tax....58 52 Includes merchant foreign exchange income.... – Treasury income 2 .........11 — 11..45 — 2................24 19....... 1 2 3 3 Fiscal 2003 93.... the ICICI Bank Shares Trust divested 101................... resulting in capital gains of Rs... 2... Non-interest income ..47 4................................. Direct Marketing Agent (DMA) expense .......................................32 2..................14 13.................................... which is reduced from the interest income.... Operating profit ......06 21...................75 2.......91 (4.................... 11.62 3..... – Fee income 1 .. Net interest income ...................... 12........ Profit on sale of ICICI Bank shares .........14 0...........45 billion in fiscal 2002........... ICICI Bank’s profit and loss account for fiscal 2003 is therefore not comparable with the profit and loss account for fiscal 2002.......................... Profit after tax for fiscal 2003 was Rs........92 0....................47 5.44 14.......91 billion.......98 0..... there was a net credit of Rs.. Tax.. ICICI Personal Financial Services Limited (ICICI PFS) and ICICI Capital Services Limited (ICICI Capital) with ICICI Bank (“the merger”) was March 30....91 15.....11 5.26 billion on account of Income tax............... ICICI Bank’s profit and loss account for fiscal 2003 includes the full impact of the merger.................26) 12... the Bank made total provisions and write-offs (including accelerated/ additional provisions and write-offs against loans and investments....55 0............................67 8.. Interest expenditure . During fiscal 2003....... Excludes merchant foreign exchange income..................................... March 30 and 31..... Profit after tax ..... 2002.... Lease depreciation . During fiscal 2003.............37 1............... Accordingly..... ICICI PFS and ICICI Capital for only two days i.06 billion compared to Rs.68 79.. 17..... – Lease income ..........................4 million shares of the Bank (transferred to the Trust by ICICI prior to the merger in accordance with the Scheme of Amalgamation) to strategic and institutional investors...................................Management’s Discussion & Analysis FINANCIALS AS PER INDIAN GAAP The Appointed Date for the merger of erstwhile ICICI Limited (ICICI) and two of its wholly-owned subsidiaries.....52 15.59 5........ whereas the Bank’s profit and loss account for fiscal 2002 included the results of operations of ICICI..91 17.................................... On account of deferred tax asset arising out of provisions made in fiscal 2003 and utilisation of fair value provisions against ICICI’s portfolio created at the time of the merger and after taking into account the tax charge for the period.. Provisions (including additional/accelerated provisions).... net of deferred tax ..................... – Others ...........91 billion for the Bank.. Operating Results Data Rs.35 1................ primarily relating to ICICI’s portfolio) of Rs... 13................ billion Fiscal 2002 Interest income ... 5.....68 5.. excluding gain on sale of ICICI Bank shares) increased to Rs..........

.... The increase in yield was primarily on account of the higher-yielding loan portfolio of ICICI transferred to the Bank on merger......... This was offset by the increase in lower-yielding Government securities portfolio and cash reserves with RBI.... The yield on average interest earning assets was 10.....39 billion in fiscal 2002........... billion.....77% 1. The auto DMA commissions reduced from the interest income in fiscal 2003 were Rs..95 1. Interest income also includes Rs. This amortisation charge was Rs... 53 ...16 92...52 billion in fiscal 2002..16% Excluding dividend income of Rs........... 21................. 905........28% 2....93 2. During fiscal 2003..............50 billion to Rs.......53 billion of dividend income from mutual fund units) is included in interest income in accordance with RBI norms...............................................57 billion. Average cost of funds (2) . ICICI Bank also reduces Direct Marketing Agent (DMA) commissions on auto loans from the interest income....... the Bank adopted a new accounting policy for non-accrual of income on certain loans.................391 891............ 92.24 billion of interest on Income-tax refund...........91% 6... Average cost of deposits .................21% 8.......... 1.29 billion (including Rs............. 0. Average interest-bearing liabilities .....30% 222.......44 12.43% 10..... 1.......19 billion in fiscal 2003. 1.... 222.39 21..... ICICI Bank reduces the amortisation of premium on SLR investments in the “Held-to-Maturity” category from the interest income......................... The average volume of investment in Government securities increased by about Rs........67% 9. Net interest margin .........16 billion in fiscal 2003 from Rs........ except percentages Fiscal 2002 Average interest-earning assets ..........37 15................. in compliance with Statutory Liquidity Ratio (SLR) and Cash Reserve Ratio (CRR) requirements on ICICI’s outstanding liabilities transferred to the Bank on merger.. 1 Fiscal 2003 905.36 billion for fiscal 2003... including assistance to projects under implementation where the implementation has been significantly delayed and............. Interest income ...29 billion.............Management’s Discussion & Analysis Net Interest Income and Spread Analysis Rs.................62 79.. Total interest expenses .52 207.....52% 7. 246... These commissions are expensed upfront and not amortised.39 billion (excluding all dividend income) in fiscal 2003 compared to Rs..... but is excluded for the purpose of spread analysis............. in the opinion of the management......68% 7....... due to an increase in the average volume of interest-earning assets to Rs.. The total interest income increased to Rs......59 5....... Average yield (1) . Dividend income (other than from subsidiaries) of Rs. significant uncertainties exist as to the final financial closure and/or date of completion of the project.... 0...68% for fiscal 2002..... 1..... although such non-accrual is not required by RBI norms.. Net interest income ....... Yield spread (1) – (2) .......... 161.....................21% for fiscal 2003 compared to 9...

8.92 billion in fiscal 2002. 1.14 billion.47 billion in fiscal 2003 from Rs.52% in fiscal 2002. 891. Lease Income Leased assets of Rs.65 billion in fiscal 2002. The average cost of deposits declined to 6. 0.6 million at March 31. 2002. The increase in cost of funds was primarily due to the impact of the higher-cost borrowings of ICICI transferred to the Bank on merger.47 billion in fiscal 2003 as compared to Rs. 5.30% in fiscal 2003 from 2. 1. driven primarily by increase in transaction banking and other fees. . 2003 from about 0. 1. 2003.26 billion in fiscal 2003 from Rs. due to increase in average interest bearing liabilities to Rs. Gross lease income for fiscal 2003 was Rs.62 billion for fiscal 2003 from Rs. 207.00 billion of ICICI’s liabilities and reduction in the cost of deposits. The number of credit cards increased to about 1 million at March 31. The components of non-interest income are discussed below: Fee Income Fee income increased to Rs.77% for fiscal 2003 from 7. 224.37 billion and the related lease depreciation was Rs. income from credit cards and other retail banking services. Retail banking fee income increased to Rs. Treasury Income The total income from treasury-related activities increased to Rs.37 billion for fiscal 2002 and increase in total cost of funds to 8.28% for fiscal 2002. 5.72 billion in fiscal 2002. ICICI Bank’s net interest margin and yield spread were adversely impacted by the large investments made in Government securities and cash balances with RBI in the latter half of fiscal 2002 to comply with SLR and CRR requirements on ICICI’s outstanding higher-cost liabilities transferred to the Bank on merger.64 billion on foreign currency liabilities. This was partially offset by the repayment of Rs.44 billion in fiscal 2003 from Rs.67 billion in fiscal 2003 as compared to Rs. Leased assets of Rs. 2. 19.16% in fiscal 2002. Others Other non-interest income in fiscal 2003 includes dividend income received from subsidiaries of 54 Rs.21 billion in fiscal 2003 as compared to Rs.59 billion in fiscal 2002.Management’s Discussion & Analysis Aggregate interest expense increased to Rs. 4. 3. 5. 17. Profit from foreign exchange transactions is net of forward premium expenses of Rs. 22. 3. The yield spread decreased by 86 basis points to 1. Non-Interest Income Non-interest income increased to Rs.75 billion in fiscal 2002.27 billion were transferred to the Bank from ICICI on merger. Corporate banking fee income increased to Rs.09 billion. 2. due to the increase in trading profits on Government securities and corporate debt trading as a result of the declining interest rate environment. 15. primarily due to the growth in loan-processing fees.91% in fiscal 2003 from 7. 79.70 billion were outstanding at March 31.07 billion in fiscal 2002.

......................... Operating expenses ......14 billion and DMA expense of Rs............... Postage & courier ...................... credit card expenses.50 million at March 31. call centre expenses and technology expenses.... The number of ATMs increased to 1.. 15.... Provisions and Write-offs ICICI Bank makes provisions/write-offs aggregating 50% of the secured portion of non-performing assets over a three-year period instead of the five-and-a-half year period prescribed by RBI... 2002..91 4. provision is made in accordance with the guidelines issued by the RBI................. Others ............... The credit and debit cards increased to about 4..1.... 2003 from about 2............. billion Fiscal 2002 Salary . including lease and maintenance of ATMs.. Repairs & maintenance . Depreciation ... The following table sets forth.......... Rents........ 2002........675 at March 31. ICICI Capital and ICICI PFS and the growth in the retail franchise...... Bank charges ........ Rs...47 0.........03 1...12 0.......................46% for fiscal 2003 compared to 2...66 0........ The number of savings accounts increased to about 4...........57 15............... 191.. which require that the difference between the present values of the future interest as per the original loan agreement and the present values of future interest on the basis of the rescheduled terms be provided at the time of restructuring.98 Fiscal 2003 4.............. DMA Expense ICICI Bank incurred DMA expenses of Rs...04 1..35 billion (excluding lease depreciation of Rs.......45 0......................... Additional provisions are made against specific non-performing assets if considered necessary by the management......... 2002...............26 million at March 31...........32 billion at March 31.55% for fiscal 2002.........1 million at March 31........ The operating expenses as a percentage to average assets was 1..... 61...... 1..98 billion for fiscal 2002.30 million at March 31...........................25 0.............23 1................ taxes & lighting ... Insurance .......75 1..... 2003 from Rs....................52 1..........12 0................................62 billion on the retail asset portfolio (other than auto loans). 1......35 55 ... 5....25 billion at March 31. Printing & stationery ...Management’s Discussion & Analysis Operating Expense Operating expense for fiscal 2003 was Rs.....38 0.............. Retail assets increased to Rs. for the periods indicated............ The increase in operating expense was primarily due to inclusion of the operations of ICICI. 2003 from about 1...................... For restructured or rescheduled assets..000 at March 31.... Loss assets and the unsecured portion of doubtful assets are fully provided for / written off........62 billion) compared to Rs.56 5...... 3................... 2003 from 1....78 0... 2002..............14 0............................35 0... the break-up of the principal components of operating expense.

...93 36......... net of write-backs..91 billion.......................... Debentures & bonds ...................85 24.. Fixed assets ................. billion March 31......... 2003 355............... for the periods indicated.... ....36 268..................... balances with banks & SLR .......... 0.................... Borrowings ...87 440...... Rs........ – Reserves ........... in fiscal 2003................25% general provision against standard assets... economic conditions and other risk factors...50 481..52 589..068... the summarised balance sheet of ICICI Bank.......... – Current deposits .. 0........... Deferred-tax asset has been accounted for in accordance with the provisions of Accounting Standard 22 issued by the Institute of Chartered Accountants of India.20 3................................Management’s Discussion & Analysis ICICI Bank has adopted a conservative general provisioning policy for its standard asset portfolio.. Deposits ................... Advances ..........06 62.. ICICI Bank made aggregate provisions and write-offs of Rs...............................................61 75..56 1...................... – Savings deposits ..55 1.........52 97.............21 1...... Liabilities: Equity capital & reserves ..83 532..041........69 37.............. March 31...........50 73............ Preference capital ............................. – Cash & balances with RBI & banks ..... asset growth.......................................................26 billion on account of Income tax.45 6... ICICI Bank also made additional/accelerated provisions against loans and other assets.78 127................12 56 1 Included in ‘other liabilities’ in schedule 5 of the balance sheet...97 27..... ICICI Bank makes additional general provisions against standard assets having regard to overall portfolio quality... While Reserve Bank of India guidelines require only a 0..................08 1..................89 40.................. Total liabilities ................. During the year.....89 406............... 4............................72 64................ Other liabilities ..35 64.... The Bank had already created fair valuation provisions against the corporate and project finance portfolio acquired from ICICI in the merger..................... which requires recognition of deferred-tax assets and liabilities for the expected future tax consequences of the events that have been included in the financial statements or tax returns................06 320.............................................................12 69.................... – Term deposits ................................. there was a net credit of Rs..............33 6................... 17..................89 255..90 billion......... FINANCIAL CONDITION The following table sets forth.......041.. – SLR investments ..........32 3..............90 41...13 56..............32 billion after deferred-tax credit of Rs.....79 56......39 41.50 320.............. 2002 Assets: Cash.......86 227... Other investments ... Charge to profit for tax expense in fiscal 2002 was Rs.................... Income-Tax Expense On account of deferred tax asset arising out of provisions made in fiscal 2003 and utilisation of fair value provisions against ICICI’s portfolio created at the time of the merger and after taking into account the tax charge for the period...............36 66..068......... Of which: Subordinated debt 1 ......... primarily relating to ICICI’s portfolio...51 64........ Other assets ......................63 42............ – Equity capital ................................70 97.....13 63.............92 470.................................. Total assets ..........

2003 decreased marginally to Rs.21 billion at that date) were included in investments. Net advances increased to Rs. 2002.05%) was significantly higher than the minimum requirement of 9% as per regulatory norms. Term deposits increased to Rs. SLR investments included in total investments were Rs.10 billion at March 31.70 billion at March 31. 2003 compared to about Rs. 2002. 2002.69 billion at March 31. 2003 constituted 52. 2. 2003 were Rs. 2002. application money on shares debentures (aggregating Rs.52 billion at March 31. 2003 from Rs.06 billion at March 31. 2002. 36. 2003 at 11. 2003 from Rs. 2003 from Rs. 355.74 billion at March 31.85 billion at March 31. Other assets increased to Rs. 2002. 2003 include Rs. 2003 constituting about 18% of total assets as compared to about 6% of total assets at March 31. Deferred-tax asset of Rs.35 billion at March 31. Total investments at March 31. 589. 2002.10% (including Tier-l capital adequacy of 7. 470.21 billion at March 31. 320.78 billion at March 31. 481. 2002. 1. ICICI Bank’s savings account deposits increased to Rs. The table overleaf sets forth.00 billion through bond issues in the last quarter of fiscal 2003.97 billion at March 31. Total deposits increased 50.72 billion compared to Rs.79 billion at March 31.2% of ICICI Bank’s funding.32 billion at March 31. for the periods indicated. Total deposits at March 31. 372. 2003 from Rs. 27.93 billion at March 31. Tier-l capital includes Rs. 2003 from Rs. 440. 191.12 billion at March 31. 37. 358.87 billion at March 31. 2002.88 billion has been deducted from Tier-l capital in compliance with RBI guidelines. In accordance with RBI guidelines. 25. 9. 2002.31 billion out of the face value of Rs. details on ICICI Bank’s capital adequacy ratio.041. Other assets at March 31. 4. 227. 2003 increased to Rs. 69. borrowings raised by ICICI prior to the merger declined to Rs. 532. 24. The net worth at March 31.92 billion at March 31. 2003 compared to Rs.36 billion at March 31. ICICI Bank raised about Rs. 2003 from Rs. 268.89 billion at March 31. while current account deposits increased to Rs. 2002.91 billion at March 31. 3. ICICI Bank’s total capital adequacy ratio at March 31.42 billion at March 31. 2002. balances with Reserve Bank of India and banks.45 billion at March 31. Cash.52 billion at March 31.50 billion at March 31. Of the term deposits.83 billion at March 31. while at March 31. 2003 from Rs.55 billion at March 31. value-added savings / current account deposits were about Rs. 354.62 billion compared to Rs. 320.1% to Rs. 2003 from Rs. 255. Of the total borrowings. 41. 15. 406.068. 2002. 85. money at call and short notice and SLR investments at March 31. 2002. 75.50 billion of 20-year non-cumulative preference shares issued to ITC Limited as a part of the scheme for merger of ITC Classic Finance Limited with ICICI.32 billion of application money on shares and debentures. 53. Borrowings (including subordinated debt) decreased to Rs. 1. 2002. 57 .Management’s Discussion & Analysis ICICI Bank’s total assets increased marginally to Rs. Retail assets increased to about Rs. 582. 62.33 billion from Rs. 2002. 2003 from Rs.

. Earnings per Share (Rs..............................) .......69 2.. Book Value (Rs......... Life insurance companies worldwide require five to seven years to achieve break-even. The impact of the 58 key differences is set out overleaf: ..........................12 787. Includes general provisions of Rs........................ 11. in view of the business set-up and customer acquisition costs in the initial years as well as reserving for actuarial liability...10 49. Total capital ............. 2003 % of Riskweighted assets 7......10 11........................... certain key ratios.61 101.............. The deficit in the initial years is usually higher for faster growing companies......... 4. Risk-weighted assets .........88 1......30 1........47 3... 3...46 823......... Tier-II capital 2 .. the profit streams after break-even is achieved are expected to be correspondingly higher... Fiscal 2002 Return on Net Worth (%) .........68 113.......97 11.........) .............. 1... Cost includes operating expense excluding DMA expense and lease depreciation..07 1 33........ for the periods indicated...... Cost to average assets (%) 2 ..............46 17..55 Return on assets is based on average daily assets...... 1. RECONCILIATION OF PROFITS AS PER INDIAN GAAP AND US GAAP There are significant differences in the basis of accounting between US GAAP and Indian GAAP..73 58........39 91............. Total income includes net interest income and non-interest income (excluding gain on sale of ICICI Bank shares and net of lease depreciation).....52 billion including the results of operations of subsidiaries and affiliates of ICICI that became subsidiaries and affiliates of the Bank on merger..... 1 2 Fiscal 2003 18. Select Ratios The following table sets forth..08 billion in fiscal 2003.44 Amount March 31. 1 2 58.. Therefore.......................... Cost to income (%) 2 .05 4..... CONSOLIDATED ACCOUNTS The consolidated profit after tax was Rs.....10 Tier-I capital .............15 19..... the financial statements under US GAAP and Indian GAAP for the Bank are not comparable...........25 90. 2002 Amount % of Riskweighted assets 7.......75 1.......81 Deferred-tax asset of Rs...05 11..87 31.88 billion netted off as per RBI guidelines....54 billion in fiscal 2002 and Rs......Management’s Discussion & Analysis Rs................ Future bonus provisions and non-amortisation of expenses by ICICI Prudential Life Insurance Company in line with insurance company accounting norms had a negative impact of Rs...... except percentages March 31..... billion. Return on Assets1 ......09 billion on the Bank’s consolidated profit....88 51............

... ICICI Bank’s investment portfolio on the date of the merger was marked-to-market with a positive impact on the value of the portfolio and the net worth.. Thus...........21 billion....... treasury gains of Rs..........91) (4. Adjustments : Profit on sale of ICICI Bank shares ... Net impact of fee and expense amortization ...... 66.. although the positive impact is accounted for in the net worth................ As a result...... A condensed reconciliation of consolidated profit after tax as per Indian GAAP with net income as per US GAAP for fiscal 2003 is set out in the following table : Rs.. Under US GAAP. Other adjustments (including deferred taxation) . Thus........ US GAAP requires the capital gains to be directly added to the net worth without being routed through the profit and loss account while provisions of Rs........... 92...16) (7.......93) (2. 7........72 billion......... As a result of the significant differences in the basis of accounting under US GAAP and Indian GAAP. Amortization of intangibles / debt issue cost / fair values (net) ..... while the US GAAP profit and loss account does not include the capital gains.98 billion in fiscal 2003.. Lower treasury income.... ICICI Bank’s net worth as per US GAAP on March 31.... Under Indian GAAP... which was significantly higher than the consolidated net worth as per Indian GAAP of Rs........ 2.........06 billion on the US GAAP profit and loss account....26 billion were accounted for in the profit and loss account under US GAAP...... already reflected in US GAAP stockholders equity due to fair valuation of HTM securities on merger ...Management’s Discussion & Analysis a..49 (0.. The technical accounting differences in respect of capital gains and treasury gains alone have a negative impact of Rs....... ICICI is deemed to have acquired ICICI Bank and therefore ICICI Bank’s assets were fair-valued while accounting for the merger........ 2003 was Rs.... c............. 17............. Audited net income as per US GAAP ... 4...........47 billion realized during the year and recognized as treasury income under Indian GAAP were lower by Rs..........91 billion on the sale of shares of ICICI Bank and provisions of Rs.......... 11... 14.....15) (0......... b..........15 billion as this amount was already recognized in the opening net worth under US GAAP.............. billion Audited consolidated profit after tax as per Indian GAAP ..... 1 1 11.....52 (11... 22.... Higher provision for loans & investments through profit & loss account in US GAAP as compared to Indian GAAP ... capital gains of Rs...84) 0.......98) Certain items have been aggregated/combined as considered appropriate.. 59 ............91 billion were both accounted for in the profit and loss account........... it includes the full negative impact of the provisions..... the Bank’s US GAAP accounts show a loss of Rs......

...........................7 0.......................10 8..................... Crude petroleum & refining .. Automobiles ....2 4.....1 1... Power ..................3 0..............96 13............06 34.................... Food processing ............................... Sugar ....3 8..4 1.... Drugs & pharmaceuticals ...............2 1..4 2....................................................1 9................ Electronics ............................2 0........ Fertilisers .................3 2..............1 0......................4 1.................. Miscellaneous ............83 11..9 1...........6 8.........8 1.........98 5.......................53 2........52 10....5 1.1 1...6 100.................... Other infrastructure .11 28............0 1.59 60 1 Includes principal outstanding......93 22..57 6...9 11............5 5................................... 2002 and at March 31........56 11..8 10...............3 5.....1 3.4 2................. except percentages March 31.. Petrochemicals .................................. billion...............1 9...5 2.....62 1................9 4.68 840.. 2003 % of total 22................0 1...............9 2...............5 2.................................. Mining ....................08 12.................4 1................... Man-made fibres .. Hotels ........3 2..................3 1..... Rs....... Total ..Management’s Discussion & Analysis ASSET QUALITY AND COMPOSITION Loan Portfolio ICICI Bank follows a strategy of building a diversified and de-risked asset portfolio and limiting or correcting concentrations in particular sectors........ Chemicals ........ Paper & paper products ............ 2003............6 1........... Non-banking finance companies .87 38... Services .........31 17.....................8 100....................60 8..2 1....................0 0.............04 19.......................... Telecommunications ..28 13.......................91 2.41 20.... Shipping .................6 1...............................0 March 31......03 41..........0% of its total exposure................5 1.......... Plastics ....................5 1....... The following table sets forth ICICI Bank’s industry-wise exposure at March 31........ Rubber & rubber products .................50 13................................................... Metal & metal products ..7 2................ % of total 7..........................................7 0..3 1...4 2.......................... Textiles .......................2 5..................... ....5 2.. ICICI Bank limits its exposure to any particular industry to 15............. ports & railways .. 2002 Industry Retail .2 1......2 4..................32 85.....42 71... Engineering ......0 Exposure1 191.2 11..........83 16............6 1.............. charges and non-fund-based exposures at 50%................ Roads................................ Cement .61 44......92 5............1 6..4 3.......3 0.....01 80..............................7 1...................... Iron & steel .........4 1........8 0.......

....3% of ICICI Bank’s total capital.. 2003. CLASSIFICATION OF LOAN ASSETS All credit exposures are classified as per RBI guidelines into performing and non-performing assets........ Other sectors that constituted a significant portion of exposure were power (10. Sub-standard assets ...... 61 .. As per RBI guidelines...0% of its total exposure and its ten largest borrower groups in aggregate accounted for approximately 23....................... the largest exposure was to retail finance..... Net customer assets ....... 0...8% of ICICI Bank’s total exposure and 44........ non-performing assets are classified into sub-standard.Management’s Discussion & Analysis At March 31..........16 548.. The RBI guidelines require restructured assets to be separately disclosed........... billion March 31. in the case of financing for infrastructure projects.....80 12..........90 12.1% of its total exposure......... restructured sub-standard assets . 2003..18 7......... At March 31............. Total capital comprises Tier-I and Tier-II capital as defined for determining capital adequacy..........91 609................... Further....05 46...... the limit for a single borrower may be extended to 20% of total capital and for a group may be extended to 50% of total capital. Rs... The following table sets forth classification of net customer assets (net of write-offs and provisions) of ICICI Bank at March 31..4% of ICICI Bank’s total exposure and 22......... The Bank has received RBI’s permission to exceed the exposure limit for this borrower. However............ 2003 accounted for approximately 4.... iron & steel (9..... Of which... Of which...........................51 — 21........... Doubtful assets .....26 All loss assets have been written off or provided for.. which constituted 22.............. 2002 Loss assets ..... The largest borrower group at March 31........... restructured standard assets ....... 2003 — 19.98 575....8% of total exposure.43 640... doubtful and loss assets.91 billion are held as general provisions against non-performing assets at March 31...... 1 2 March 31... 2003......... 2003............ 2003 accounted for approximately 2.57 0..00 89....... The largest borrower at March 31.....................1%)......... Less: general provisions held against non-performing assets Standard assets ......................2% of ICICI Bank’s total capital which is within the prescribed limit taking into account infrastructure financing.........5%)....52 — 0....... the current exposure ceiling for a single borrower is 15% of total capital and for a group of borrowers is 40% of total capital............... ICICI Bank’s ten largest individual borrowers in aggregate accounted for approximately 12................ Provisions of Rs... 2002 and at March 31.6%) and services (8......

............... the net outstanding amount of the 20 largest non-performing cases where ICICI Bank has decided to recall loans and enforce its security interest against the borrowers was Rs............ At March 31................9 0.... Man-made fibres .....9 4...........................5 10. aggregated Rs........... 15...... Drugs ....14 billion compared to Rs.....................07 0.... with no individual borrower accounting for more than Rs.........e.. 2002.......5 2................. 1...........6% compared to 63.. Including write-offs against ICICI’s assets................65 0...................0 2..........................................66 billion at March 31.......9 0.............. Shipping ...... 2003 from 4........................................... 10...........81 0....... the net outstanding amount of the 20 largest non-performing cases.............0 March 31............... Services ....87 0......... Total of above ....... Sugar ...69 billion at March 31. 2003........ 2002..................................................... 2003.9 1.............8 100.............6% at March 31.................17 32..... 74....... except percentages March 31...................2 3............... Rs............... Classification of Non-Performing Loans by Industry The following table sets forth the classification of net non-performing loans by industry sector at March 31......9 8....... Hotels . 2003......6 0... Food processing . Paper & paper products .................9 5......19 billion.................. 2003..............0 100........1 2.....69 0................8 3.............90 2.. other than where ICICI Bank had decided to recall loans. 84.. Metal & metal products ........................79 0......................... 2003 was 62...7 4... Chemicals .....83 2............ 2003 % of total 16.1 15. 53..2 9.....................9 4.........7 6....36 billion..76 billion with no individual borrower accounting for more than Rs...................... 1...0 3..............91 31... the gross non-performing assets (net of write-offs) were Rs.....2 1......... billion.................8 0....... At March 31.....................................................0 Net outstanding 5........... Plastic .39 billion..................................... Rubber & rubber products ..........7 0.............57 1............................7 2........................... In addition.............3 13............3 7.0 1.....Management’s Discussion & Analysis The ratio of net non-performing assets to net customer assets increased marginally to 4..................................... Miscellaneous & others .......0 4.......04 0.................2 0.... 2002....42 0.. 2002 % of total Textiles ..........8 8..23 0..................... the gross non-performing loans at March 31.....17 2................... 2002 and March 31... The coverage ratio (i..........23 1........7 2.... 2002..63 0..........4 3. ICICI Bank held a provision cover of 5....7 0....... Non-banking finance companies ...4 8........................... 2003 were Rs... Iron & steel .... Engineering ............51 62 .........27 4.....3 9...... Petrochemicals ... Less: general provisions against non-performing loans Net non-performing loans ... 58.......7% at March 31......19 0.............. At March 31.............05 3..0 2...6 0........30 3....................... total provisions and write-offs made against non-performing assets as a percentage of gross non-performing assets) at March 31...96 0.............4 2..... Electronics ............ 6......9% at March 31...89 billion compared to Rs... Cement ....0 7......5% against its performing corporate portfolio..

Trainee. The United Group Ex. (38) SGM Vaidyanathan V. B.V.). (36) JGM Daruwala Zarin. (Ms.Sc. 1956 read with the Companies (Particulars of Employees) Rules. Standard Chartered Bank Vice President.). Malubhai Jamiatram & Madon CFO. Notes: 1. BE (Elec. CitiBank Chartered Accountant Executive Director.). (36)* AGM Nirantar R. (42)* GM Basu Arnab. B.Com. General Manager. M. Bakrie Group.General Manager & Company Secretary Other employees are in the permanent employment of the Company. BPL Communications Limited — Research Associate. GM Swaminathan Balaji.). CA. 1975 (forming part of the Directors’ Report for the year ended March 31. 2. B. B. MBA. (55) GM Sinor H. Asian Finance and Investment Asst. CA.). Manager (HR). ICICI Securities Limited Jr. FCA. Central Bank of India Sr. BA. B.. BE (Mech..Com.).Com. B. Phd.Com. CS. (35) GM Vedasagar R. (37) GM Ramkumar K. ACA. BE (Mech. Nature of Duties and Remuneration are as on March 31. (55) + MD&CEO Kannan N.).. MS. (Ms.Assistant General Manager GM&CS . Bharat Heavy Electricals Limited Chief Manager. (48) GM Kochhar Chanda (Ms. CFA. CS. PGDBA. (54) GM Gupte Lalita D. PGDM. Union Bank of India — Director. (47) GM Ravikumar P . PGDBM.Joint General Manager JMD DGM . Lakshmi Vilas Bank Limited Junior Officer. Anik Financial Research Director.Senior General Manager .). (45) GM Shah Devdatt. (57) GM Kerkar Sanjiv. (50) SGM Pinge N. CA.). Canadian Imperial Bank of Commerce Ind.. Net remuneration is shown after deduction from gross remuneration of contribution to Provident and Superannuation Fund.. B.. Indust. Assistant to MD. State Bank of Hyderabad Branch Manager. (39) DGM Mor Nachiket (Dr.Com.. (Fin. BText. MMS.). London School of Economics Officer.Com. LLB. (37) JGM Mukherji S. Manager (HR).Com..). Vice President. (44) GM Puri-Buch Madhabi. Southern Nitro Chemical Limited The India Machinery Company Limited Director-Operations.Sc./ Nature of Duties*** Remuneration Received Gross (Rs.). Engr. B. PGDM.Tech (Chem. (Ms. (48)* SGM Shah Nimish.Com. MMS. (Ms.T. (37) GM Kannan R.Com. M. (48) GM Nirula Ramni. (Ms. 4. (Ms. Executive.Abbreviations MD&CEO . 2003 N.). (50) + ED Mulye Vishakha V. Indonesia Executive.) B. (41)* GM Rao Mrutyunjaya. Deutsche Bank Executive. MBA.). BE. B.N.). BA. B. B. Bank of India — Adviser to the Chairman. B. Hindustan Motors Limited — Officer. BA (Hons. (41) GM Ramnath Renuka. ICWAI. For and on behalf of the Board Mumbai. CitiBank Advocate Bagchi Anup.. (32) DGM Narayanaswamy Ramesh. BE (Mech.S. (36) DGM Batra Mohit.. (51) SGM Sarma P . PGDM.V.). Bank of India — MD (India). B. B.P BE. July 11. B.Tech (Chem. (53) GM Madhav Kalyan B. Finance & CS. (58) + JMD Srivastava O.. (Ms. B. BL. BGL. Price Waterhouse — Asst. BA. Qualifications and Age (in years) Last Employment — Project Co-ordinator.. INCAB Industries — Manager.) 1593956 1586007 1682780 1715923 1789931 2139748 1742813 2181114 4235830 3899519 2712387 2529339 2649846 3216318 2230150 2172750 2353408 539125 1733211 1815386 2960892 4440418 3076477 1813855 3251730 1899973 1651207 557315 1590146 2630729 2181624 2518068 2319354 2770791 2731143 2577860 1572865 9521614 1537294 1648173 2546661 2048627 2301976 2218264 1879981 Experience (in years) 11 19 12 11 26 15 14 34 32 32 15 31 39 27 23 19 29 12 20 14 16 27 18 14 25 11 9 10 28 27 19 15 18 17 24 29 23 24 11 31 37 26 14 13 25 Date of Commencement of Employment 26-05-92 01-12-86 15-01-92 24-04-92 16-12-81 01-02-89 21-06-89 01-06-95 15-06-71 01-05-96 02-05-91 01-06-77 01-08-78 26-11-96 12-01-81 17-04-84 04-01-80 30-06-95 01-03-00 12-06-89 04-01-01 05-11-75 15-01-02 01-06-89 02-01-78 01-03-93 02-05-94 18-02-93 23-05-94 01-12-75 06-04-98 02-01-97 02-07-01 09-07-97 22-03-82 15-07-94 14-07-80 01-01-99 03-06-93 25-04-77 01-07-97 03-05-93 01-08-01 06-03-00 04-07-80 Name. Gross remuneration includes Salary. governed by its rule and conditions of service. (39) + ED Morparia Kalpana (Ms. (34) JGM Nambiar Suvek. Bharat Shell — — Legal Asst. MMS.) 2419517 2431289 2554220 2638270 2848122 3291038 2714815 3375091 7091789 6939387 4161482 3794267 4288697 5108949 3399778 3671811 3638490 764394 2788787 2838352 4686642 7112652 5015562 2760593 5262268 2969450 2474752 622232 2435653 4285579 3543304 4017189 3581191 4323538 4130643 3936025 2506141 14153768 2437937 2715435 4490400 3031787 3796580 3195946 2703301 Net (Rs. MBA.Sc. MBA. DFM. (55) GM Karati A. CAIIB.Tech.D. CA. SRF Limited Process Design Engr.P M.Com. (52) SGM Khasnobis S. CAIIB. DFM. DPR (UK). PGDM. BE (Prod. 2003) in respect of employees of ICICI Bank Limited Desig. MBA. PGDM.). BE( Mech. B.Com. PNB Capital Services Limited Partner. (45) GM&CS Mhatre Sangeeta V. 3.Com. Wipro Infotech Assistant Engr.Joint Managing Director . BA. None of the employees mentioned above is a relative of any Director.). (52) GM Chakraborty Suvalaxmi. ACA. B. B.Sc.Com.). (32) DGM Bakshi Sandeep. VAGHUL Chairman F1 . ICWA. MFM. CAIIB.. (Ms. BA.(Ms. BGL.. (Ms. JAIIB. CA. (53) + ED Mukerji Ananda. B. MMS. 2003. (37) JGM Bharathan K. (Chem. (50) GM * + Indicates part of the year Nature of employment contractual *** Designation/Nature of Duties .. PGDPM & IR.H. CAIIB.Deputy General Manager ED GM AGM . (33) * . AICWA. ICWA. B. SPIC Heavy Chemicals Divn.Sc. Bank’s contribution to Provident and Superannuation Funds etc.). B. M. B. B. LLB.Com..General Manager .Managing Director & Chief Executive Officer SGM JGM . PGDM.. (54) + JMD Kamath K.). BE. Eco..Section 217 Statement pursuant to Section 217 (2A) of the Companies Act..Tech (Chem.N.. PGDM. ICWA.Com. Manager.Sc. (41) + ED Kusre A.. (Lon). LLB. (32) DGM Shah Shalini.J..Executive Director . (38) DGM Gopinath M. PGDM. PGDM. Designation.Tech. ICI India Limited Gen. CA. (43) SGM Mukerji Nita.).B.Tech (Chem.Sc.). CA. B. DGM Mehta Jyotin.). DIR&PM. Profession Tax & Income Tax.).. KPMG Sales Head.Tech. MARG Gen. (48) .Com.

financials F2 .

of the cash flows for the year ended on that date. we report that none of the directors is disqualified from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act.auditors’ report to the members of ICICI BANK LIMITED 1. 2003. 2003 F3 .M. 1949 (‘the Banking Regulation Act’) read with the provisions of sub-sections (1). are not required to be and are not drawn up in accordance with Schedule VI to the Companies Act. evidence supporting the amounts and disclosures in the financial statements. In our opinion and to the best of our information and according to the explanations given to us. 3. In our opinion. profit and loss account and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act. proper books of account as required by law have been kept by the Bank so far as appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us. 2003 and also the Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. Chartered Accountants JAYESH M. of the state of the affairs of the Bank as at March 31. therefore drawn up in conformity with Forms A and B (revised) of the Third Schedule to the Banking Regulation Act. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The balance sheet and profit and loss account dealt with by this report are in agreement with the books of account. as well as evaluating the overall financial statement presentation. We conducted our audit in accordance with the auditing standards generally accepted in India. The balance sheet and profit and loss account are. and give a true and fair view in conformity with the accounting principles generally accepted in India : i. On the basis of written representations received from the directors. An audit also includes assessing the accounting principles used and significant estimates made by the management. on a test basis. These financial statements are the responsibility of the Bank’s management. In our opinion.R. the transactions of the Bank which have come to our notice have been within its powers. We report that : a) b) c) We have obtained all the information and explanations. the balance sheet. In accordance with the provisions of Section 29 of the Banking Regulation Act. and in case of cash flow statement. the balance sheet and the profit and loss account. iii. In our opinion. Our responsibility is to express an opinion on these financial statements based on our audit. We have audited the attached Balance Sheet of ICICI Bank Limited (the ‘Bank’) as at March 31. An audit includes examining. the said accounts read together with the notes thereon give the information required by the Companies Act in the manner so required for banking companies. RAIJI & CO. in case of the profit and loss account. GANDHI Partner Mumbai: April 25. as on March 31. ii. of the profit for the year ended on that date. Chartered Accountants per VIREN H. d) e) f) g) For N. and taken on record by the Board of Directors. 1956 (‘the Companies Act’). BATLIBOI & CO. 2003. (2) and (5) of Section 211 and sub-section (5) of Section 227 of the Companies Act. in case of the balance sheet. insofar as they apply to the Bank. For S. which to the best of our knowledge and belief were necessary for the purposes of our audit and have found them to be satisfactory. 4. We believe that our audit provides a reasonable basis for our opinion. MEHTA a Partner 2.

.693........................661 42........................041.......118................................. TOTAL ..............................443 41.......................... MEHTA a Partner Place : Mumbai Date : April 25. Other liabilities and provisions ........205...... TOTAL ..080 320............................445 16....2002 Reserves and Surplus ......................274 75............... Borrowings .797 470.... VAGHUL Chairman LALITA D............... VENKATAKRISHNAN General Manager Accounting & Taxation Group .. MUKHERJI Executive Director N.........................................756 1...........119................581 354... Other Assets .......M...258 1................................011 Contingent liabilities .......794.....626.....367....................682 110..234...........041.........R.....600 63....................................817 358... ASSETS Cash and balance with Reserve Bank of India ..... in ‘000s) As on 31...024...625............ Balances with banks and money at call and short notice ..... GUPTE Joint Managing Director NACHIKET MOR Executive Director S...068............. Investments ...................................851.. KAMATH Managing Director & CEO KALPANA MORPARIA Executive Director CHANDA D......... 1 2 3 4 5 9........... BATLIBOI & CO........................................ Chartered Accountants JAYESH M.744....861........002 532.324............546......203 170........03.592 162....623..............011 (Rs...843 394................... Deposits ................. 12 894.....662 9.........070 13....................................028... Bills for collection .S.............393............ Advances ... GANDHI Partner For S............. Chartered Accountants per VIREN H......068.........569..............063......111 492.348...858 13........... V....186..........................607...... Significant Accounting Policies and Notes to Accounts ........................................472 56.balance sheet as at March 31.................... 2003 Schedule CAPITAL AND LIABILITIES Capital ...... 2003 F4 JYOTIN MEHTA General Manager & Company Secretary For and on behalf of the Board of Directors N......144 40.... Cash Flow Statement ...184 18 19 The Schedules referred to above form an integral part of the Balance Sheet..................... 6 7 8 9 10 11 48....................063..... RAIJI & CO...216 1.385................662 17.075..465............... KANNAN Chief Financial Officer & Treasurer K............ Fixed Assets ..611 1..119... KOCHHAR Executive Director BALAJI SWAMINATHAN Senior General Manager G....063 343............206.........538 481........................................910...... As per our Report of even date For N......................................

000 — — 160.............000) 2...................867....) ........................ Operating expenses ........................405 III..........989 20...................................517 125....910.) ....................000 500........ Investment Fluctuation Reserve ........................ VAGHUL Chairman LALITA D........ Chartered Accountants per VIREN H....................... VENKATAKRISHNAN General Manager Accounting & Taxation Group F5 ....... Earning per Share (Refer Note B.......... 2003 Schedule I...................................S......... As per our Report of even date For N..........000 600................895 15..... Significant Accounting Policies and Notes to Accounts ..257........... Proposed equity share Dividend .................791 195.................. 15 16 17 79.....900 13. PROFIT/LOSS Net profit for the year .................591...000 140.... MUKHERJI Executive Director N.... 2003 JYOTIN MEHTA General Manager & Company Secretary For and on behalf of the Board of Directors N.... GUPTE Joint Managing Director NACHIKET MOR Executive Director S...................953 195......... Provisions and contingencies .. INCOME Interest earned . Chartered Accountants JAYESH M...................116..............................2002 13 14 93..............000........ GANDHI Partner For S.................................... V..R.......................................... Profit brought forward ....519...................905 2...... Capital Reserves .......... in ‘000s) Year ended 31... Balance carried over to Balance Sheet ............061.............717 44... IV...000 — — 440........... RAIJI & CO....... Special Reserve ...........................profit and loss account for the year ended March 31..............................225....589........614 12............................68 19....................... The Schedules referred to above form an integral part of the Profit and Loss Account......................746....... Diluted (Rs..........092 50.. Profit on sale of shares of ICICI Bank Limited held by erstwhile ICICI Limited .......000 (100............... Corporate dividend tax ... TOTAL .650............405 3......235 6......591. TOTAL .......000 4.......020..........741 11....61 11......000.....................284 650........297 5...682..............758 35 — 589..439..................65 11....... BATLIBOI & CO.............................................................028 12....................582................294 2.................284 II.................207........................... APPROPRIATIONS/TRANSFERS Statutory Reserve ..............677.61 (Rs... KOCHHAR Executive Director BALAJI SWAMINATHAN Senior General Manager G.............. 18 19 19...........770 2...... KANNAN Chief Financial Officer & Treasurer K....... MEHTA a Partner Place : Mumbai Date : April 25............ Proposed preference share Dividend ..........000 960.............597.........257.265......... KAMATH Managing Director & CEO KALPANA MORPARIA Executive Director CHANDA D...... EXPENDITURE Interest expended .......139 113........................................... Cash Flow Statement ......M...........900 24.... Other income ................614 2. 9 ) Basic (Rs..............990 8......819 21. Revenue and other Reserves .................... Transfer from Debenture Redemption Reserve ...................................................268...000 1.....561 19...................680............................520 12........... TOTAL .................03................. Interim dividend paid ....... TOTAL .....598 — 27.......................

.744) 30 3.....587 — — — 3........472 Includes : a) 31....... 2018] .......... 2.....000.. Subscribed and Paid-up Capital 613...........358.... which prohibits issue of preference shares by banks..... 10 each on exercise of employee stock option ......031...... 10 million each ...............500.... Preference Share Capital [Represents face value of 350 preference shares of Rs.... 10 each] ..800 equity shares issued to the equity share holders of Bank of Madura Limited on amalgamation c) 264.schedules forming part of the Balance Sheet (Rs.........000 3.................... 350 preference shares of Rs..............2002 15.....465.......000 equity shares of Rs.... TOTAL 1..........203.....404 [Previous year 220.885 3.....000 9.680] equity shares of Rs....500......142 underlying equity shares issued to the ADS holders of ICICI Limited on amalgamation The notification from Ministry of Finance has currently exempted the Bank from the restriction of Section 12 (1) of the Banking Regulation Act...............000 — 2. Issued.... in ‘000s) SCHEDULE 1 — CAPITAL Authorised Capital 1...600 3.... 10 each [Previous year 300........... Add: Issued 3........000 equity shares of Rs..........................818. Share Capital Suspense [Net] [Previous year: represents face value of 392..............000 6........672.........207............130..314 (3. 2018] .....500....582 equity shares issued to the equity share holders [excluding ADS holders] of ICICI Limited on amalgamation d) 128....180 underlying equity shares consequent to the ADS issue b) 23................. F6 .539......625...............................000 — — 9.500.. 10 each1 Less: Calls unpaid ........000........921.........724 equity shares to be issued to share holders of ICICI Limited on amalgamation] .000 equity shares of Rs..............626..03.............550............ 10 million each issued to preference share holders of erstwhile ICICI Limited on amalgamation redeemable at par on April 20.000. 2 2 As on 31............ 1949. Preference Share Capital Suspense [Represents face value of 350 preference shares to be issued to preference share holders of ICICI Limited on amalgamation redeemable at par on April 20.. .....

021. Capital Reserve Opening balance .206 33.......... Additions during the year ......................................306...............................940............... Deductions during the year ..... Deductions during the year ..............................................................000 — 5.............000 8.....................................................014.................000 — 100........ Statutory Reserve Opening balance .............538 1. Deductions during the year .............................350 1.724 600...............000 500............... Net of e) Rs........... 31............................................. c) Rs.................................000 8........... 24............................... TOTAL .......... Closing balance ....350 160....906..................... IV................. 20.......... 117.....................................................307 100......................................0 million transferred from Profit and Loss Account.........307 650........................724 50.. Deductions during the year ... 2001 in accordance with the transitional provisions of Accounting Standard 22 on “Accounting for Income-Taxes.. in ‘000s) SCHEDULE 2 — RESERVES AND SURPLUS I................................................ Deductions during the year .................. VI......... [Previous year Rs.............................206...........014...................... Closing balance .................. Share Premium Opening balance * ..............637 273....000........................... Investment Fluctuation Reserve Opening balance ....” F7 ...........000.............. VII.............307 — 100................................440.000 — 1................................ ICICI Personal Financial Services Limited and ICICI Capital Services Limited......................... Additions during the year ........ VIII...........2 million on amalgamation with ICICI Limited.724 195.....520 63.............................4 million] Includes a) amount transferred on amalgamation of Bank of Madura Limited Rs...................000 — 11........... * ** Net of Share Premium in Arrears Rs............................. Debenture Redemption Reserve Opening balance ..................................... Closing balance ....... III... Revenue and other Reserves Opening balance ..844.......020...............................................307 3.....2002 II..................494.940...................395.... V.................000 — 10....514........... Closing balance ............................................000 **34.......................................494........................................085 — — 8.........108.021. 327....................000 — 10.. d) Rs...350 — 2............. Deductions during the year .................schedules forming part of the Balance Sheet (Rs............3 million being deferred tax liability as at March 31...03.......... Additions during the year on (exercise of employee stock options) .......................................................000 — 10...........352 285 — 8........................518 — **34..........000 — 273... Additions during the year . Additions during the year ............. Deductions during the year .................... Closing balance .....................................................................................324.................................................000............000 — 34..........940........... Additions during the year ................. Additions during the year .....000 — 2.........000 — 100............... 2..7 million..................7 million being excess of face value of equity shares issued over net assets and reserves of Bank of Madura Limited on amalgamation... Balance in Profit and Loss Account .......1 million....................085 113............................................ Closing balance ....306..614 56..000 — 2... Special Reserve Opening balance ..... b) Rs.......080 Continued As on 31.... 32................. Closing balance .... 960.......350 — — — — 911....................273..................................................................

........337 54..........................................469 11...... — Easy Installment Bonds .schedules forming part of the Balance Sheet (Rs.....210..............052 6...............214................ — Tax Saving Bonds .592 35......... NIL — 24...306 919..................................... ii) From International Banks....587 24... — Bonds with premium warrants .722.....851. iii) Other institutions and agencies a) Government of India ......313 31.974.....851...795 27...................000 — 18..063 481..............596 5.374........... Term Deposits i) From banks ...........111 Continued As on 31........ Demand Deposits i) From banks .331.................727 5.....122 506...335........................339....................... I.................469......489 5....................815...238... Deposits of branches in India .... in ‘000s) SCHEDULE 3 — DEPOSITS A...408 25... iii) Bonds and Debentures (excluding subordinated debt) a) Debentures and Bonds guaranteed by the Government of India ...... ii) From others ......03.. I....175....................970.........213........................................... 20.........................808 588.882................................................ d) Borrowings under private placement of bonds carrying maturity of one to thirty years from the date of placement .........896 179......................229.030 74...585..... Institutions and Consortiums ..............693......980 6.... Borrowings In India i) Reserve Bank of India ....996 343.......000 1...........947.......662 481........ Borrowings Outside India i) From Multilateral/Bilateral Credit Agencies (guaranteed by the Government of India equivalent of Rs..............186............ c) Non convertible portion of partly convertible notes .......203 25...690 80............ — Deep Discount Bonds ... 14..................024... III...........................693.........875 353.. TOTAL .......359 51......................163 31..853 37........280................... ii) From others .....090 5.... b) Financial Institutions ............. ii) Commercial Paper .............947 1.......... e) Bonds Issued under multiple option/safety bonds series — Regular Interest Bonds ...........507............................... f) Application Money pending allotment ...289......623 42.....875....................111 320..............808 — 1..062.............029 44...125....................271...........493.........550.......111 320............109 16...........................078 2.............520 492........... — Encash Bonds ..........................................000 800....2002 II............996 5.. SCHEDULE 4 — BORROWINGS I...658 18.....892......240........... ii) Other banks .............694 29.946 26..............851.......900 26..............495 III.............. TOTAL ...... — Pension Bonds ......693........408........936 91.098.096...............231 6...... 25...................................658.................. TOTAL ................. Savings Bank Deposits .....417...............583 224.. iii) By way of Bonds and Notes ....081 53......... II and III above is Rs.......................933........592 F8 ........................................................ Secured borrowings in I................063 1.......000 800..........357 13.. II.......197......089...009.....932.............................. b) Tax free Bonds .....................817 34..........347.........................6 million) ..........966 320........063 481.. Borrowings In the form of i) Deposits taken over from erstwhile ICICI Limited ................. B....495......................

................... 1....954.................................300.........................................547...........547... III.709 45.......322 12...682 SCHEDULE 7 — BALANCES WITH BANKS AND MONEY AT CALL AND SHORT NOTICE I..118.....513........ b) in Other Deposit Accounts .........684 19... GRAND TOTAL (I + II) ...........8 million [Previous year Rs..................536 — 16............................................ IV........... Outside India i) in Current Accounts ................. in ‘000s) SCHEDULE 5 — OTHER LIABILITIES AND PROVISIONS I. ii) Money at call and short notice a) with banks .... TOTAL ......... TOTAL ............. iii) Money at call and short notice ..895.......................861.. Bills payable .081 2.....241.857 1......597...................569..................691 17.......................364...........759 162.910 679. [Subordinated for Tier II Capital] V..770..... Balances with Reserve Bank of India in current accounts . NIL [Previous year Rs. Inter-office adjustments (net) ........625 15.. Others a) Security Deposits from Clients ...... II............657 97.......723.................851 2.881.6 million] b) Proposed dividend Rs................ b) with other institutions ...schedules forming part of the Balance Sheet (Rs. 589.................... Cash in hand (including foreign currency notes) ...... NIL] Continued As on 31......010.... Interest accrued ..............990 5.....741 170......425 39.627 110..................190 1......865.................................. 12 c) ....744...........925.....991 15........... f) Other Liabilities (including provisions) * ...........395..................... NIL] c) Corporate dividend Tax payable Rs...................234 16........496.459 22.... TOTAL .411................756 SCHEDULE 6 — CASH AND BALANCES WITH RESERVE BANK OF INDIA I..... * Includes a) Deferred Tax Liabilities Rs....458.540........... II............................. 4....789 2.......986 2....817 F9 ..........................500 13... d) Swap Suspense (Refer Note B...........075..118 97........... In India i) Balances with banks a) in Current Accounts ..................028.............548.........................313 330........1 million [Previous year Rs..305.258........ TOTAL ..285....03....075.................................539... c) Received for disbursements under special program ... b) Sundry creditors ...............000 3................................................227.259 8...............400 40...................347 14............. II.....905 26.......277.......................581 8...790 1..000 69.................960.......141 3................... 2.............445 2...347 910......................297 253...................... e) ERAS Exchange Fluctuation Account ..258 3.............................173........................................221........ 3.............150................495.....................2002 10........503............561 11................736 48... ii) in Other Deposit Accounts ............221....... Unsecured Redeemable Debentures/Bonds ......454 — — 25........655 637..191..........

................. TOTAL ...223 24....824 17................910..348...499 358..331 41......................806......684. i) ii) iii) iv) Bills purchased and discounted ..............2002 SCHEDULE 9 — ADVANCES A....... Unsecured .......................073 1.......................144 43..340...... c) Others ...................127 532.......... ii) Others ..........245 422..........................497 404..............................................067..............223..........................03......086...........421 620.......... iv) Debentures and Bonds .....794.....576.......002 227.........797 Continued As on 31.. F10 ............025........ Finance lease and Hire Purchase receivables 4.......................................305.240 — — — 620....073 421...024 18.................................771 470.......789........169 8.....476.....468 64. vi) Others (CPs..................... ii) Due from others a) Bills purchased and discounted . Advances in India i) Priority Sector ..............244 489........ iii) Banks ...739 532.......512.................................. ii) Other approved securities .........................859...............................586 470.........464 10................794.......675 532..... B...................192 85.........................559 6............. Term loans ...............................144 16....... TOTAL ...................schedules forming part of the Balance Sheet (Rs..630 14...486 15...... TOTAL ....................013........................................................376..............611 14............... Securitisation....................................... TOTAL ..........754 344...................348.............................348................661 TOTAL ..............415 31.............) ..322 14......................679 121........................ Advances outside India i) Due from banks .... iv) Others .......541.....376..................... ii) Public Sector ..........................421 470....087 1..........998......144 500..........794.... Covered by Bank/Government Guarantees .........363..............594 8.......................................................... Cash credits............623.... I..562.................... GRAND TOTAL (I + II) .......... I and II) ...........185 7.129 704......................... Investments outside India i) Subsidiaries and/or joint ventures abroad .............512 469........................680 354........ etc......................974.. i) ii) iii) Secured by tangible assets [includes advances against Book Debt] ...012........ b) Syndicated loans .........................................975 354............. TOTAL ......042........017 — — — 536...................728...... v) Subsidiaries and/or joint ventures ......................485....258.. GRAND TOTAL (C.127 536....144 89..................................... 255..........344...............488 106.....................110.644 19... Mutual Fund Units......................... in ‘000s) SCHEDULE 8 — INVESTMENTS [Net of Provisions] I.......... C................................894..........................028.....................................049..............167 358....... Investments in India i) Government securities ........ overdrafts and loans repayable on demand ........488 71......................794.......424..........................919 16.............107 56.....293......537........899..............661 19...477 16...... iii) Shares ..661 446.... II.. II......316 532............................

..675 78.................. 1................. c) Exchange Fluctuation Suspense with Government of India (Refer Note B.029) (3..........385.........920...........194...274 2..564 14..3 million [Previous year Net Deferred Tax Liability Rs.............. 14....281 43...245 1..640) (677............... Stationery and Stamps .................266......498 106...667 182..701...826) (1...... Inter-office adjustments (net) ........................607...................562...516.................535............ II...........278 8........... 12 c) ............................016 17......... Depreciation to date ....................471 75.049 20..........791) (390.......................... Deductions during the year ... Non-banking assets acquired in satisfaction of claims* ...585 3.....................................6 million]......040.................402.......503...251...............0 million.................. Tax paid in advance/tax deducted at source (net) .................611 * Includes certain non-banking assets acquired in satisfaction of claims are in the process of being transferred in the Banks’ name..................674 42..... Depreciation to date ..................... Interest Rate Swaps ................ Additions on amalgamation ......473.................067.........034 2.......... Additions during the year .....276 31........................ Acceptances....... Other items for which the Bank is contingently liable ...... Additions on Amalgamation ..205......................... III...916 93........... Net block . 4.....371) 15...........545. Deductions during the year ...808 3..... *** Includes Rs...053.........699............582.............................469 7........ endorsements and other obligations ..030......................................... II...........653.......413.........846 9..................806 (142...552) 5.......546...................schedules forming part of the Balance Sheet (Rs.949 equity shares being shares held by erstwhile ICICI Limited in ICICI Bank Limited] transferred to a trust............298 41.....779......................076) (659......377...... b) Outstanding Fees and Other Income .................................252) (3.. Claims against the Bank not acknowledged as debts ..............936 251.. VI......109...868 165..........698 29..... Additions during the year .........414...910...........605) 17......615.. Assets given on Lease At cost as on March 31st of preceding year* ......... Liability on account of outstanding forward exchange contracts ..232..... * Includes repossessed Leased Asset Rs......................................................391....... 12 b) ............878..... TOTAL ..088 1.........206 923.....................................................161 152........208....... Interest accrued ....... Liability for partly paid investments ..... TOTAL .... 96.................. Guarantees given on behalf of constituents in India .....270................033 1......... V.2002 1.858 F11 ........................................................... TOTAL .013..... VIII..753.............................................................. e) Recoverable from Subsidiary Companies .............393..... I. Currency Swaps .. Depreciation to date..................937) 14....516 — (300......... Deductions during the year ......269 23.942 29...................................861 1.........341 ***5..330......480..................919 — 199........... f) Others ** .070 10......637 2............. III.....573 128....839 394...776...............................................................655 19............804..216 — 18..328.........243 — (2.......... VI.. SCHEDULE 12 — CONTINGENT LIABILITIES I......................244..............547.........133.................111. 1................. Other Fixed Assets (including Furniture and Fixtures) At cost as on March 31st of preceding year . 20............220 413.. Others a) Advance for Capital Assets ...605 343...............140. IV.....450 1................ II....140.......431..544..045 894.. accumulated lease adjustment and provisions Net block ........790 12......................................................................580) 7.084 4...354 1............................536 40...........987....465.348...5 million [representing 101........ * * Includes Net Deferred Tax Asset of Rs.795 1.....683.........673 3.......736 2.....030.... VII. Net block ................ V...443 Continued As on 31........ Additions during the year ........................... Additions on Amalgamation ......663 — 22............565 19....... SCHEDULE 11 — OTHER ASSETS I.............931) 22...............377...251......068 5.......870......565 — (2...............582 (223.........538.....541................... in ‘000s) SCHEDULE 10 — FIXED ASSETS Premises At cost as on March 31st of preceding year .......................449 1...............................034....................................... IV...............395..... III.358 (9..03........... d) Swap Suspense (Refer Note B.....

............. II......................174 581.......... XIII.....569 3.......... Profit/(Loss) on revaluation of investments (net) ........668 2..300 (903......346 141...............................703 3........ 91.................983 — 165..654 251... VII...... Others . Profit/(Loss) on sale of investments (net) ...................328 1..809................561 7..................540............. V............425 1....115......809 5......................264 5...162........058..... VII..... Printing and Stationery ........................519..671 12....................677......094......... Payments to and provisions for employees ......................030................................................................. Interest on Reserve Bank of India/inter-bank borrowings ..448........774 662. III....... IV...........schedules forming part of the Profit and Loss Account (Rs.........741 2.... TOTAL .....435 21.........796 747...........680..........144...........252 478..........300) 5.........226.......03... Advertisement and publicity .............997) (627) 372.................................................... IX.699 52............958 1.................311 13......................... II...........425................596 15......... V...225................880 4.....076 15....841 3.... Interest on balances with Reserve Bank of India and other inter-bank funds ......................................5 million amortisation of ADS issue expenses...........598 24.............746.... III........... Profit/(Loss) on foreign exchange transactions (net) (including premium amortisation) ...............................................914.. exchange and brokerage ..... IV..191 238.....889.. Income Tax – Current period tax .........................................833.................200) 27..057......695....783 353....... TOTAL .......355....... – Deferred tax adjustment ........................................226 783.......................... II. Depreciation on Bank’s property ......... Repairs and maintenance ...246 1...041. Auditors’ fees and expenses (including branch auditors) ...... Prudential provision on standard assets ..........797... Insurance ......................... SCHEDULE 15 — INTEREST EXPENDED I...........900) 22...235 4......716.. XII.............039 93.....848 1. VIII.... Law Charges ............000) 2........................ in ‘000s) SCHEDULE 13 — INTEREST EARNED II........022 79......498 *1.........095 1.........757 6......145. Others .....439.................. .........767 1.................................153 1.............. Miscellaneous Income (including Lease Income) ......... III. Others (including interest on borrowing of erstwhile ICICI Limited) TOTAL ..................213......239 5......917............ Provision for advances (net) ......149 377.....094........ etc.100 (53.............................. II................... Profit/(Loss) on sale of land....195 79...............2002 7........338................ III............... TOTAL ...............900 1.....................209. Income earned by way of dividends....... SCHEDULE 14 — OTHER INCOME I.......000 (157.................736.........................387 1.. Interest/discount on advances/bills ....900 13......038) 102..... Depreciation on Leased assets ... SCHEDULE 16 — OPERATING EXPENSES I......050 20.................................739...........................770 2......439 29..... VI.134 (145...076 (65....... VI...................000 1.................................... X.. Wealth Tax .989 13....831 19....712 1.............................. Telegrams..923...............703................. VI.900 ....................139 1.. Commission........... Interest on deposits ...480 (6.....415 2........................................... * Includes Rs.................................... Other expenditure ....................657 525.........650..... taxes and lighting ...... Rent..................000 85. XI......317 15...589....... F12 60.................................................... Income on investments .............. III....955 114........ Postages.....297......500 3................. II................................ V..867. Telephones...........................000 63........471................................. SCHEDULE 17 — PROVISIONS AND CONTINGENCIES I....... allowances and expenses ..................................104... Directors’ fees.116........ IV. TOTAL .......221.. etc....000 2..... from subsidiary companies and/or joint ventures abroad/in India .........297 Year ended 31.... buildings and other assets (net) ...............519 1.................. Additional depreciation/(write-back of depreciation) on investments IV.......

schedules
forming part of the Accounts
SCHEDULE 18 SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS Overview ICICI Bank Limited (“ICICI Bank” or “the Bank”), incorporated in Vadodara, India is a publicly held bank engaged in providing a wide range of banking and financial services including commercial banking and treasury operations. ICICI Bank is a banking company governed by the Banking Regulation Act, 1949. Basis of preparation In fiscal 2001, ICICI Bank acquired and merged Bank of Madura into itself in an all-stock deal. Effective March 30, 2002, ICICI Bank acquired ICICI Limited (“ICICI”) and two of its retail finance subsidiaries, ICICI Personal Financial Services Limited (“I PFS”) and ICICI Capital Services Limited (“I CAPS”) along with ICICI’s interest in its subsidiaries in an all-stock deal. The amalgamation was accounted for as per the approved Scheme of Amalgamation and the purchase method of accounting. The accounting and reporting policies of ICICI Bank used in the preparation of these financial statements conform with Generally Accepted Accounting Principles (“GAAP”) in India, the guidelines issued by the Reserve Bank of India (“RBI”) from time to time and practices generally prevailing within the banking industry in India. The Bank follows the accrual method of accounting and historical cost convention. The preparation of financial statements requires the management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) as of the date of the financial statements and the reported income and expenses during the reporting period. Management believes that the estimates used in the preparation of the financial statements are prudent and reasonable. Future results could differ from these estimates. A. 1. SIGNIFICANT ACCOUNTING POLICIES Revenue Recognition a) Interest income is recognised in the Profit and Loss Account as it accrues except in the case of non-performing assets where it is recognised upon realization as per the prudential norms of the Reserve Bank of India. Accrual of income is also suspended on certain other loans, including projects under implementation where the implementation has been significantly delayed and in the opinion of the management significant uncertainties exist as to the final financial closure and/or date of completion of the project. Income from hire purchase operations is accrued by applying the interest rate implicit on outstanding investments. Income from leases is calculated by applying the interest rate implicit in the lease to the net investment outstanding on the lease over the primary lease period. Leases effected from April 1, 2001 have been accounted as per Accounting Standard 19 on “Accounting for leases” issued by the Institute of Chartered Accountants of India (‘ICAI’). Income on discounted instruments is recognised over the tenure of the instrument on a constant yield basis. Dividend is accounted on an accrual basis when the right to receive the dividend is established. Fees received as a compensation of future interest sacrifice is amortised over the remaining period of the facility. Arranger’s fee is accrued proportionately where more than 75% of the total amount of finance has been arranged. All other fees are recognised upfront on their becoming due. Income arising from sell down of loan assets is recognised upfront in excess of the future servicing cost of the assets sold and projected delinquencies and included in Interest income. Guarantee commission is recognised over the period of the guarantee.

Continued

b) c)

d) e) f) g) h) i) j) 2.

Investments Investments are valued in accordance with the extant RBI guidelines on investment classification and valuation as under : a) All investments are categorised into ‘Held to Maturity‘, ’Available for sale’ and ‘Trading‘. Reclassifications, if any, in any category are accounted for as per the RBI guidelines. Under each category the investments are further classified under (a) Government Securities (b) other approved securities (c) shares (d) bonds and debentures (e) subsidiaries and joint ventures and (f) others. ‘Held to Maturity’ securities are carried at their acquisition cost or at amortised cost if acquired at a premium over the face value. A provision is made for other than temporary diminution. F13

b)

schedules
forming part of the Accounts
c) ‘Available for sale’ and ‘Trading’ securities are valued periodically as per RBI guidelines. The market/fair value for the purpose of periodical valuation of quoted investments included in the “Available for Sale” and “Held for Trading” categories would be the market price of the scrip as available from the trades/quotes on the stock exchanges, SGL account transactions, price list of RBI, prices declared by Primary Dealers Association of India jointly with Fixed Income Money Market and Derivatives Association (“FIMMDA”) periodically. The market/fair value of other than quoted SLR securities for the purpose of periodical valuation of investments included in the ‘Available for Sale’ and ‘Trading’ categories is as per the rates put out by Fixed Income Money Market and Derivatives Association (“FIMMDA”). The valuation of non-SLR securities, other than those quoted on the stock exchanges, wherever linked to the YTM rates, is with a mark-up (reflecting associated credit risk) over the YTM rates for government securities put out by FIMMDA. Securities shall be valued scripwise and depreciation/appreciation aggregated for each category. Net appreciation in each basket if any, being unrealised, is ignored, while net depreciation is provided for. d) e) f) Costs such as brokerage, commission etc., pertaining to investments, paid at the time of acquisition, are charged to revenue. Broken period interest on debt instruments is treated as a revenue item. Profit on sale of investment in the ‘Held to Maturity’ category is credited to the revenue account and thereafter is appropriated, (net of applicable taxes and statutory reserve requirements) to Capital Reserve. Such appropriation is carried out at the year end.

Continued

3.

Provisions/Write-offs on loans and other credit facilities a) In addition to the general provision of 0.25% made on standard assets in accordance with the RBI guidelines the Bank maintains general provisions to cover potential credit losses which are inherent in any loan portfolio but not identified. For standard assets, additional general provisions are determined having regard to overall portfolio quality, asset growth, economic conditions and other risk factors. The Bank has incorporated the assets taken over from ICICI in its books at carrying values as appearing in the books of ICICI with a provision made based on the fair valuation exercise carried out by an independent firm. T o the extent future provisions are required on the assets taken over from ICICI, the provision created on fair valuation of the assets at the time of the amalgamation is used. Amounts recovered against other debts written off in earlier years and provisions no longer considered necessary in the context of the current status of the borrower are recognised in the Profit and Loss Account. c) All credit exposures are classified as per the RBI guidelines, into performing and non-performing assets. Further, non-performing assets are classified into sub-standard, doubtful and loss assets for provisioning based on the criteria stipulated by the RBI. Provisions are generally made on substandard and doubtful assets at rates equal to or higher than those prescribed by the RBI. The secured portion of the sub-standard and doubtful assets is provided at 50% over a three-year period instead of five and a half years as prescribed by the RBI. Loss assets and unsecured portion of doubtful assets are fully provided/written off. Additional provisions are made against specific non-performing assets over and above what is stated above, if in the opinion of the management, increased provisions are necessary. For restructured/rescheduled assets, provision is made in accordance with the guidelines issued by the RBI, which requires the present value of the interest sacrifice be provided at the time of restructuring. In the case of other than restructured loan accounts classified as NPAs, the account is reclassified as “standard” account if arrears of interest and principal are paid by the borrower. In respect of loan accounts subject to restructuring, asset category is upgraded to standard account if the borrower demonstrates, over a minimum of one year, the ability to repay the loan in accordance with the contractual terms. f) In addition to the provisions required to be held according to the asset classification status, provisions are held for country exposure (other than for home country). The countries are categorised into seven risk categories namely insignificant, low, moderate, high, very high, restricted and off-credit and provisioning made on a graded scale ranging from 0.25% to 100%. For exposures with contractual maturity of less than 180 days, 25% of the normal requirement is held.

b)

d) e)

F14

schedules
forming part of the Accounts
4. Fixed assets and depreciation a) Premises and other fixed assets are carried at cost less accumulated depreciation. Depreciation is charged over the estimated useful life of a fixed asset on a “straight line” basis. The rates of depreciation for fixed assets are : Asset Premises owned by the Bank .......................................................... Improvements to leasehold premises ATMs .................................................................................................. Plant and Machinery like Air-conditioners, Xerox machines, etc. .. Furniture and Fixtures ....................................................................... Motor vehicles ................................................................................... Computers ......................................................................................... Others (including Software and system development expenses) . b) c) d) 5. a) Depreciation Rate 1.63% 1.63% or over the lease period, whichever is higher 12.50% 10% 15% 20% 33.33% 25%

Continued

Depreciation on leased assets is made on a straight-line basis at the higher of the rates determined with reference to the primary period of lease and the rates specified in Schedule XIV to the Companies Act, 1956. Assets purchased and sold during the year are depreciated on the basis of actual number of days the asset has been put to use. Items costing less than Rs. 5,000 are fully depreciated in the year of purchase. Revenues and expenditure are translated at the exchange rates prevailing on the date of the transaction. Monetary assets and liabilities are translated at closing exchange rates notified by the Foreign Exchange Dealers’ Association of India (“FEDAI”) at the balance sheet date and the resulting profits/losses are included in the Profit and Loss Account. Outstanding forward exchange contracts are stated at contracted rates and are revalued at the exchange rates notified by FEDAI for specified maturities and at interpolated rates for contracts of in-between maturities. The resultant gains or losses are recognised in the Profit and Loss Account. Contingent Liabilities on account of guarantees, endorsements and other obligations are stated at the exchange rates notified by FEDAI at the Balance Sheet date.

Foreign Currency transactions

b)

c) 6.

Accounting for Derivative Contracts The Bank enters into derivative contracts such as foreign currency options, interest rate and currency swaps and cross currency interest rate swaps to hedge on-balance sheet assets and liabilities or for trading purposes. The swap contracts entered to hedge on-balance assets and liabilities are structured such that they bear an opposite and offsetting impact with the underlying on-balance sheet items. The impact of such derivative instruments are correlated with the movement of underlying assets and accounted pursuant to the principles of hedge accounting. Interest income/expense is accrued on Interest Rate Swaps (IRS) and currency swaps designated as hedges and booked in the Profit and Loss Account. Trading IRS, trading currency swaps and foreign currency options, outstanding at the Balance Sheet date is marked to market and the resulting loss if any, is recorded in the Profit and Loss Account.

7.

Employee Stock Option Scheme (“ESOS”) The Bank has formulated an Employees Stock Option Scheme. The Scheme provides that employees are granted an option to acquire equity shares of the Bank that vests in graded manner. The options may be exercised within a specified period. Since the exercise price of the option is the closing market price as on the date of grant, there is no compensation cost.

8.

Staff benefits For employees covered under group gratuity scheme and group superannuation scheme of LIC, gratuity and superannuation charge to Profit and Loss Account is on the basis of premium charged by LIC. Provision for gratuity and pension for other employees and leave encashment liability is determined as per actuarial valuation. Defined contributions for Provident Fund are charged to the Profit and Loss Account based on contributions made in terms of the scheme.

9.

Income Taxes Income tax expense is the aggregate amount of current tax and deferred tax charge. Taxes on income are accrued in the same period as the revenue and expenses to which they relate. Current period taxes are determined in accordance with the Income Tax Act, 1961. Deferred tax adjustments comprise of changes in the deferred tax assets or liabilities during the year. F15

.7 — — 361...910..9 — — 602...063..757..361... The assets and income from foreign operations are immaterial.. Segment liabilities ..0 315...........063. Profit before tax (4)-(5)-(6)-(7) 9. Less: Inter segment Revenue 3.4 — — 267..124.5 1.....068.031. 8. Other Information 11..101.... Commercial Banking Current Year Previous year Investment Banking Current year Previous year Total Current year Previous year 92. Translation of the Financial Statements of Foreign Representative Offices In accordance with the guidelines issued by the Reserve Bank of India.9 9. the following has been considered as reportable segments : • • Commercial Banking comprising the retail and corporate banking business of the Bank.. extraordinary profit.910......303.550.. Deferred tax assets are recognised only after giving due consideration to prudence.9 — — — 11...7 1. 10..583.8 — — 800.. F16 ..068..874..515.119.......908.709...9 30.... Net Profit (8)-(9) .515...0 1... Unallocated expenses ... Total liabilities (14)+(15) ..068.. (Rupees in million) Business segments Particulars Revenue (before profit on sale of shares of ICICI Bank Limited held by erstwhile ICICI Limited) .. liabilities.2 — — 29. 6. Unallocated assets ......0) 1..049.0 — 4....018.......8) 12.. 14. 2.891..346..5 — — 7. B. all assets....450.....717.552....442.616...889. and tax) .. Provisions (net) including Accelerated/Additional Provisions .870... Profit on sale of shares of ICICI Bank Limited held by erstwhile ICICI Limited ..9 — — 2.........7 2.. income and expenditure of the foreign representative offices of the Bank have been converted at the closing rate prevailing on the balance sheet date.804... 1...0 9.0 2.0 1.1 — 5. Unallocated liabilities . 13. 1.1 (3. 15... e .8 — — (157..119. 5. Income tax expenses (net)/ (net deferred tax credit) .119.0 (4.041.265... 4..281. The impact on account of changes in the deferred tax assets and liabilities is also recognised in the income statement...548.. Segment assets ...schedules forming part of the Accounts Continued Deferred tax assets and liabilities are recognised for the future tax consequences of temporary differences arising between the carrying values of assets and liabilities and their respective tax basis and operating carry forward losses.849...0 — — 22.. Corporate Banking and Treasury & Corporate office.2 — 4.7) — — 685. Profit before unallocated expenses.193.802. Total assets (11)+(12) . O p e r a t i n g P r o f i t ( i ...653.041. Total Revenue (1) – (2) . Activities outside India are restricted to resource mobilisation in international markets..5 (8..1 — 1..2) 27..... 2003 have been prepared..7 — — 363..8 1. 12.. Deferred tax assets are recognised based upon management’s judgement as to whether realisation is considered reasonably certain........9 — — 121.014. Consequent to the merger of erstwhile ICICI Limited and two of its subsidiaries ICICI PFS Limited and ICICI Capital Services Limited with the Bank....305..0 1..550. NOTES FORMING PART OF THE ACCOUNTS Information about Business and Geographical segments The Bank had been reporting segmental results under three business segments namely Retail Banking...6) 113.9 2.. Deferred tax asset and liabilities are measured using tax rates and tax laws that have been enacted or substantially enacted by the balance sheet date...0 The business operations of the Bank are largely concentrated in India.358..039.. 16..257.550. 2003 and segmental Profit & Loss account for the year ended March 31.157..4 15...1 7..898.1 — — 17.......5 — 13......0 1.7 — 1.3 — — 669..0 — 11.1 — — 297..0 1. 10... 7.....7 (7.2 19....326...0 — 17..9 — — 742...061. Investment Banking comprising the rupee and forex treasury of the Bank Based on such allocations.176.456..9 1...500. segmental Balance Sheet as on March 31.

....... which falls due for redemption on April 20... The net impact of the same on the profit and loss account is not material.9 million. 4.275 options (2002 : 13.. Repurchase Transactions During the current year....500 — 13.610...343................ 703..5 million (representing face value of securities) pledged with certain banks and institutions for cheque drawal and clearing facilities..............304... Outstanding at the end of the year ....... Options taken over on Amalgamation ..............244.schedules forming part of the Accounts 2..... 95.0 million) which carry a detachable warrant entitling bondholders to a right to receive an amount linked to the BSE Sensitive Index (Sensex) per terms of the issue..... 2003. Subordinated Debt Subordinated debt includes Index bonds amounting to Rs....610....... 132..350 3...........625 options) granted to eligible employees were outstanding as at March 31.. 6.....0 million. 2003 has resulted into a profit amounting to Rs............ Exercised during the year ....... Accordingly....2 million....275 Year ended March 31.. Investments Effective April 1........781.......... F17 ... the maximum number of options granted to any Eligible Employee in a financial year shall not exceed 0.............88. Investments include shares and debentures amounting to Rs. Preference Shares Certain Government Securities amounting to Rs...015....... the Bank has changed its method of accounting repurchase transactions and reverse repurchase transactions.... 2003 Option shares outstanding Outstanding at the beginning of the year ..800 43.. I CAPS and I PFS with the Bank and the issuance of equity shares by the Bank pursuant to the amalgamation of ICICI.343..... These transactions have been accounted for as a sale and forward purchase... 5.. Employee Stock Option Scheme In terms of Employee Stock Option Scheme....05% of the issued equity shares of the Bank at the time of grant of the options and aggregate of all such options granted to the Eligible Employees shall not exceed 5% of the aggregate number of the issued equity shares of the Bank subsequent to the amalgamation of ICICI........... Add: Granted during the year .....735... I CAPS and I PFS with the Bank. 2018 as per the original issue terms...... The impact due to the aforementioned change on the Profit and Loss Account for the year ended March 31...... 29.200 *7.........000 12. 1................ (2002 : Rs................. 2002 the Bank revised the useful life of the ATMs to 8 years based on an evaluation done by the management.. The liability of the Bank arising out of changes in the Sensex has been hedged by earmarking its investments of an equivalent amount in the UTI Index Equity Fund whose value is based on the Sensex.343... The Bank has not issued any subordinated debt during the current year...... 1.... the Bank has changed the methodology for ascertaining the carrying cost of fixed income bearing securities from Weighted Average Method to First-In-First-Out Method..625 — — 730.8 million (2002 : Rs...........636...625 Continued * Represents options granted to option holders of erstwhile ICICI Limited in the share swap ratio. Investments also include government securities amounting to Rs.6 million) have been earmarked against redemption of preference share capital........ 13... 3........... Fixed Assets and Depreciation The Bank depreciated Automatic Teller Machines (“ATMs”) over its useful life estimated as 6 years or over the lease period for ATMs taken on lease.......... which are in the process of being registered in the name of the Bank........ the depreciation charged for the current year was lower by Rs.8 million.125 4. 3... 2002.................... Stock option activity A summary of the status of the Bank’s option plan is presented below: Year ended March 31.... 2002 Option shares outstanding 1. In terms of the Scheme.... 12..... Less: Forfeited during the year .... or purchase and a forward sale transactions in the current year as against a borrowing or lending transaction in the previous year.............. Effective April 1......

7 1... ICICI Trusteeship Services Limited...0 million The list of related parties is as follows : Subsidiaries and Joint Ventures ICICI Venture Funds Management Company Limited.......0 Total 2....6 106......079....878.. ICICI International Limited.6 million) which has been included in other assets.............7 845. 8......367............ ICICI Securities Holdings Inc... Diluted earnings per share is computed using the weighted average number of equity shares and dilutive potential equity shares outstanding during the year. 1..........3 March 31.4 9... 527........139. and ICICI Lombard General Insurance Company Limited... Key Management Personnel and their relatives 4. Less: Deferred Tax Liability Depreciation on fixed assets ............ Related party transactions ICICI Bank has entered into transactions with the following related parties: • • Subsidiaries..531......... 2003....................7 8...... Provision for bad and doubtful debts .....988.....................C.............. 41.6 9...... ICICI Emerging Sectors Fund... Earnings Per Share........ ICICI Equity Fund.... the Bank has recorded net deferred tax asset of Rs........ and TCW/ICICI Investment Partners L............ 4.. ICICI Securities and Finance Company Limited.........8 — Associates 4..483..... Earnings Per Share (“EPS”) The Bank reports basic and diluted earnings per equity share in accordance with Accounting Standard-20... Others ...... Rendering of services ....... ICICI Property Trust.... (2002 : Deferred tax liability of Rs..343...3 14......306....1 Net Deferred Tax Asset/(Liability) .910.. Insurance premiums paid ... F18 . Joint Ventures and subsidiaries.. Associates Prudential ICICI Asset Management Company Limited.4 12..L....2 9.......3 million... A composition of deferred tax assets and liabilities into major items is given below : (Rupees in million) Particulars Amortisation of premium on investments .. ICICI Investment Management Company Limited. ICICI Bank UK Limited.... Basic earnings per share is computed by dividing net profit after tax by the weighted average number of equity shares outstanding for the year.....547...878.......... ICICI Eco-net Internet and Technology Fund.. ICICI Securities Inc. 2003 was Rs......547. ICICI Strategic Investments Fund.....5 168...................2 7...............3 — — Items/Related Party Deposits ... 9. 2003 March 31...... Deferred Tax On March 31.0 244.7 247. Others ..9 236........... ICICI Home Finance Company Limited....... ICICI Prudential Life Insurance Company Limited.............0 Whole-time Directors of the Board and their relatives........246.............. ICICI Brokerage Services Limited...schedules forming part of the Accounts 7...... 2002 85.. Remuneration paid to the Directors of ICICI Bank Limited during the year ended March 31..6) Continued The related party transactions can be categorised as follows : Key Management Personnel@ 20.... @ Subsidiaries 2.............................4 2......... Prudential ICICI Trust Limited..361..4 106...........2 (1............7 10...........

......................... Later than five years ........ Net Profit .............................5 537.161...................................................................................................68 *222..............................................................................061.... Later than one year and not later than five years ......................................................65 10..........................................................................4 F19 ....................................161...................9 472........................... 11........ Nominal Value per share (Rs...................................... * March 31.................9 166.....schedules forming part of the Accounts The computation of Earnings Per Share is set out below : Rupees in million except per share data March 31..........................................0 831................................................................ Additional Disclosures The following additional disclosures have been made taking into account RBI guidelines in this regard.... Diluted Weighted Average no.................................569 12... 11......... 2003 1...............00 *222...... Present value of lease payments .................9 163......................583...........................................0 818.................................. Total .......724 shares issued on amalgamation of ICICI Limited have been considered for computation of weighted average number of equity shares....031......... Net Profit .......72............ Earnings per Share (Rs...........................311 2.................8 19............... Later than five years ............ Maturity profile of total of future minimum lease payments Not later than one year ......................... 2002 Continued 613.1 1............0 1............. The dilutive impact is mainly due to options issued to employees by the Bank 10.....................................................) .................. Later than one year and not later than five years ..........61 10.118............ of equity shares Outstanding (Nos.... 2003 108.......583...................... Earnings per Share (Rs.............061................1 Assets under operating lease The future lease rentals are given in the table below : (Rupees in million) Period Not later than one year ..............295 12................................... Total ...............................) ......61 613............311 2..00 39. 10......750...1 Capital Adequacy Ratio The Capital to Weighted Risk Assets Ratio (CRAR) as assessed by the Bank on the basis of the attached financial statements and guidelines issued by RBI is given in the table below : March 31.....510....0 11.....................2 Assets under finance lease The future lease rentals are given in the table below : (Rupees in million) Period Total of future minimum lease payments ......... of equity shares Outstanding (Nos.....1 342...26.0 11............ Assets under lease 10.........) ......) ......................................0 March 31.) ..............510.... Unmatured finance charges .... 2003 Basic Weighted Average no....8 19.....

........9 40......231...059....1 129.1 43.....3 33................... 1 to 3 years ....... 1949......0 90.......................schedules forming part of the Accounts Continued (Rupees in million) March 31..5 6....2 102..... 9.2 10.2 Business/Information ratios The business/information ratios for the years ended March 31.............. Total .....9 28..............................387................127...................3 Investment Securities 32..............................369........................6 274.... Total Capital ..6 *0..............885......................736.................................1 7......238.....5 17...6 21.... Tier II Capital .......... 6 months to 1 year ..44% 2.47% 3.49% 1.... Total Risk Weighted assets and contingents .....05% 4......072..................459.........943.........165................763........ Above 5 years ................ 2003 (i) (ii) (iii) (iv) (v) (vi) (vii) * Interest income to working funds (percent) .....4 17... Return on assets (percent) ..079....035............ Profit per employee ..621...... Loans & Advances 14..286......0 18......14% 0...4 68. * 58...1 5............44% Tier I Capital includes the preference shares which are due for redemption in 2018..10% March 31.....667. 3 to 6 months ..................828..................................0 198.........477.....7 464.......660....... Business per employee (average deposits plus average advances) .9 36.........97% 11............ 2003 is given below: (Rupees in million) Maturity Buckets 1 to 14 days ...................0 1... 2003 Tier I Capital* ............................9 22........... 3 to 5 years .2 787.07% 1.2 31.......5 110...8 823....459...91% 2....173.275.......4 7..366........... Net non-performing advances (funded) to net advances (percent) ........5 49....21% March 31...................13% 112.............623......................121.....5 91..........832.............. Capital Ratios (per cent) Tier I .....48% For the purposes of computing the above ratios working funds represents the average of total assets as reported to the Reserve Bank of India under Section 27 of the Banking Regulation Act..653...............3 1.............7 26......5 18............... 2003 The maturity pattern of rupee denominated assets and liabilities of the Bank as on March 31.....................0 F20 ..... 15 to 28 days ...2 354.... Non-interest income to working funds (percent) .7 67.........805.... 2002 are given in the table below : (Rupees in million) March 31...0 14...........715.............................592................... 29 days to 3 months ............................3 Maturity Pattern a) Rupee denominated assets and liabilities as on March 31. 2003 and March 31...7 3....... 2002 58.....587.....8 22.......790.........05% 11...................................445.............052.......631...... 11. Total Capital ..................6 148.................199.....2 81.........0 467..........141......... Operating profit to working funds (percent) ...... based on weighted average number of employees...............0 18.810................873.......1 142..... Tier II ...25% 2......67% *48....111................3 Borrowings 6...........5 5.......... 11.............956.248...1 Deposits 40...... 2002 8... as reduced by the amount of corpus created in accordance with Reserve Bank of India guidelines.....

..217..383.6 9........ 11..6 57...90 Other assets 319......4 18. 15 to 28 days .. d) Loans & Advances 341......9 4.4 1..............790.......2 Maturity Buckets 1 to 14 days .....1 Investment Securities Deposits Borrowings Continued 1 to 14 days .202..513..283..482....373..........8 2.....3 6........ The maturity pattern of rupee denominated assets and liabilities of the Bank as on March 31....3 (c) and 11......520.. Above 5 years .....1 3....756.556...553.......9 14...657..7 1.8 Borrowings 1..4 23..521.....753.7 — 14..9 8.395.....862..9 1.7 0....schedules forming part of the Accounts b) Rupee denominated assets and liabilities as on March 31.. 2002.... certain estimates and assumptions have been made by the management which have been relied upon by the auditors........ • Assets and liabilities in foreign currency exclude off-balance sheet assets and liabilities... 6 months to 1 year ...... 15 to 28 days ....666........511.935.. 2003....9 — — — — — — — 325..3 10......2 3...2 — 11.............569.132..........770.......901.8 28..0 28......7 9....384....... The maturity pattern of forex denominated assets and liabilities as on March 31.......063.575.... Total ...............0 5.........881...7 73...9 13.....729..9 442............6 141.... 29 days to 3 months ..026.4 3.513.....0 6....... c) 13...............6 5..............570.170........8 9...8 Deposits 677..1 309.579..3 257. 29 days to 3 months .3 400...2 25.... 2003 is given below : (Rupees in million) Balances with banks and money at call and short notice 2... 3 to 6 months .............................7 132..7 300.7 12... Loans & Advances 521......889..8 1.....215.3 545.964.....964.7 48..591..1 — — — — — — — 319....3 19. 2002 is given below : (Rupees in million) Balances with banks and money at call and short notice 27..415... 15 to 28 days ..187..................208..2 89.985........006..0 2........ 6 months to 1 year ..1 68.6 12......... 1 to 3 years ............2 75...1 115..........5 16......0 Deposits Borrowings 598.......8 26........190.234..6 27........7 Forex denominated assets and liabilities as on March 31...770..... 29 days to 3 months . 6 months to 1 year ..... 11......108.....3 137........2 Forex denominated assets and liabilities as on March 31...761.......575. 1 to 3 years .... 2002.997..................0 228..3 (a) .428....456.610...........5 128.... 3 to 6 months ...........9 — — — — — — 40.199.......293..3 17.....6 12.851.........256....2 1..........625.920..0 37.....099...8 22...6 39..4 26... 3 to 6 months .................031......529.0 31.256..228...... 1 to 3 years ...0 1..........315.620......... Total ...3 (d) above).152...6 913...............603.....0 32........6 Maturity Buckets 1 to 14 days ..6 1........6 44. F21 . Above 5 years ..... Total .879.4 3...........4 8................142..003.413.....1 44. 2002 is given below : (Rupees in million) Maturity Buckets Loans & Advances (net of bill rediscounting) 8. 3 to 5 years .0 1............3 (b)..7 233..8 68....2 — — — — — — — 2.............. Above 5 years .746.0 52.........5 91.......1 Other liabilities 325... The maturity pattern of forex denominated assets and liabilities as on March 31.....6 361.....9 Notes : • In compiling the information of maturity pattern (refer 11.834.0 7.528.0 1..4 28..2 11......8 6. 3 to 5 years ..371....094.442........ 3 to 5 years .4 10......0 48.

.........................3 .............. which are.... 2002 1..................................... 39............6 Continued Movement of Gross NPA (Funded) during the year (Rupees in million) 2003 As on March 31 ...179.................................431........9 21.8 The above includes assets amounting to Rs........5 4............537..2 23.............. * *89...........865.....794..1 2002 2...130.....5 48........... 2003 In India Outside India 356...937...4 million subject to restructuring under Corporate Debt Restructuring mechanism constituted by Reserve Bank of India..... As on March 31 ..3 (Rupees in million) 2003 Provision netted from Advances as on March 31 ........ Less: write-offs/recovery ..757.......442......8 30......7 In India 380..941.120...282...4 177..0 23...704.........130...5 358..........978........3 1......schedules forming part of the Accounts 11.........1 (iii) Provision for NPAs (iv) Information in respect of restructured assets The Bank has restructured borrower accounts in standard and sub-standard category... Real Estate and Commodities... Total amount of loan assets subjected to restructuring ..5 15....................... Additions during the year ........3 25.....155...8 2002 4......0 85..... Such sectors include Capital Market..... 1..8 1................ Less: Provision for depreciation and Fair Value adjustments ...........109..........6 March 31....7 271.......341..........................1 6..........................092.............838...................4 Advances (i) Lending to sensitive sectors The Bank has lending to sectors.....036.431...........4 47.................1 21.....068................................8 1..........232............454..5 Investments Gross value .......... Net value .......9 8..................789..... Provision netted off from advances as on March 31 .......... F22 370.......692. * (ii) represents loans to NBFC and brokers against pledge of shares........ Less: Reductions during the year ...735..917......715......542.....663...8 22..................1 50..2 11.. Real Estate Sector .... The position of lending to sensitive sectors is given in the table below : (Rupees in million) March 31..2 354.7 20. The amounts outstanding at the year-end in respect of these accounts are given below : (Rupees in million) March 31..... Amount of Sub-standard assets subjected to restructuring .. 23....... sensitive to asset price fluctuations....273.... (Rupees in million) March 31............ 2002 46....2 50..838..........................4 2....7 — 89.506......0 11..............9 52.7 62.......7 121............................. 50........ 2002 Outside India 142............. 2003 Amount of Standard assets subjected to restructuring .....059......... 2003 Capital Market Sector* ......6 March 31........ Commodities Sector ...772....................7 March 31... Add: Provisions made during the year (including utilisation of fair value provisions) ...3 11.......

............................ 3......... Indicates holding by ICICI Bank Limited along with its subsidiaries...942...............schedules forming part of the Accounts Provision for depreciation on Investments (Rupees in million) 2003 As on March 31 .....2 352.. * Excludes provision on Application Money Rs....2 8.....1 17...6 1............4 5...208.. Units of Equity oriented mutual funds ...... income and expenses relating to the Bank’s interests in the above entities follow : (Rupees in million) Liabilities Capital and Reserves Other liabilities Liabilities on life policies in force Total Amount 2........330...7 8..5) — — 14......2 13.6 4.........6 6........560.........3 Assets Cash and Bank balances Investments Fixed assets Other assets Total Amount 522....................9 3.............................775.................................... 1.....1 3...............7 Investments in jointly controlled entities Investments include Rs.898..........0 (3.....6 Investments in equity shares and equity like instruments (Rupees in million) March 31.......1 million..................396.....3 (Rupees in million) Expenses Interest Expenses Other expenses – – Premium ceded and Change in liability for life policies in force – Others Provisions Total Amount 2....... Convertible debentures .......... No.....588.........161.......400. Others (loans against collateral....166...................352.................615........... ** Name of the Company ICICI Prudential Life Insurance Company Limited ..................... Investment in Venture Capital Funds .....................8 746................135........330.... 2002 7.528........0 37...............6 6..... 4.1 6................606..........742........3 410.........................................7 3.....2 3................988.. Country/ Residence India India India India Percentage Holding 74...2 578....... Prudential ICICI Trust Limited .. 1.............121...........2 1.....4 The aggregate amounts of assets......113..... advances to brokers) ......................... Less: Transfer to Investment Fluctuation Reserve ..... As on March 31 ...1 million representing the Bank’s interests in the following jointly controlled entities.....99% **44.............330...0 2.... Sr......198..........7 Income Interest income Other income – – Insurance premium/commission – Total Others Amount 254...........0 4.....7 F23 .... Prudential ICICI Asset Management Company Limited ..... Write-off during the year ............... 2003 Shares ................... Total ...... Add: Provision made during the year (including utilisation of fair value provisions) .............396....00% 74...........911......685..9 2....... 2.1 1........00% **44............. 11..............5 2002 421. * 17...... liabilities...026.......................3 17.....................0 Continued 11............370..8 160........1 March 31...9 22.....168.... ICICI Lombard General Insurance Company Limited ... 4...0 67.............80% 6................

............9% 10......................559.3% 1....4 (Rupees in million) 29..3% 2..................1% 2.................5% 1........ No. 4 ..............3% 44............8% 10................1% 1..2% 14......3% 1....... 5 .0% 8.............................0% 0....2% 4....................................2% 1................1% 6........8% 11.............. 2 ....5% 3.................... 2 .......2% 1...2% 1.........1% 2................ No.......................................2% % age to Total Exposure As at March 31...5% 2.................3% 1.....................9% % age to Total Exposure 2................................... No......8% 3..9 Moderate .......1% 25................5% 1.. 2003 (a) (b) (c) Single Largest Borrower ........................4% 41...... no provision is required to be maintained for country exposures...................9% 8.........4% 9.730..............4% 2. No... 5 .......2% 19..1% 28........ No...............2% 1....................9% 4... Largest Borrower Group .... 8 .........................4% 4..................3% 1......... 6 ................................... No............. 308................ No......................................... 3 ...................................................5 Total ...... Trading ... No.......1% 13...........5% 21.8 Market Risk (Trading Swaps) In the event of 100 basis points rise in the interest rates........3% 21..............0% 10.1% 18......1 million on the swap book...0% 1.............................. 11....................................... No.................................3% 1....2% 5............ No............. 5 ......................6% 2........ 4 .............9% 11............................................................................. 10 .5% 1. 12... Collateral As per prevailing market practice.. No........... No..........2% 44............9% 8............................ 7 .......... 2003 Insignificant ............2% 28.9% 10..........3% 21..........8 Associated Credit Risk Trading ...337....4% 11....................... No............9 Interest Rate Swaps Notional Principal Hedging ..........................3% 1.....0% % age to Total Exposure 2.....5 High ..1% As at March 31. No..1% 1...................... No..9% 0...............4% 4...........0% 19...............6% 2........6% 1.............4% 20..... No...8% 2......... 7 ..5 Low ..2% 11....... 6 ..............................7% 9.... 38........... Since the country exposure (net) of the Bank does not exceed 2% of the total funded assets......2% 22............... Others a......................... 2002 10...................... No............0% 1. 1 .............. 4 .. Credit Exposure to % age to Capital funds 22.............0% 1........ 246....................8 Risk category-wise country-wise exposure The country exposure of the Bank is categorised into seven risk categories listed in the following table. Credit risk concentration Standard Chartered Grindlays Bank Rs..............1% 3..............................................6% 8........1% 9..0 348.......1% 11......... 10..............3% 41........................ 9 ..........4% 12..0% 4.... Top ten Borrower Groups No.....................3% 11.... No.. 9 ...8% 10......8 Fair Value Trading ...8% % age to Total Exposure As at March 31... (Rupees in million) Risk Category Exposure (net) as on March 31............................. 422........ No..6% 8....................... As at March 31.................... collateral is not insisted upon from counter party...........................................1% 9.......... 3 ............5% 1..................4% 1........................... No....4% 2.... 3 ..7 million... 2 ...1% 13............................................ 8 ....................3% 1.................... 3.......... 205........... 1 ........ there will be a negative impact of Rs.2% 13........3% 32...7% 23. No.........1% 1....7% 2... 1 .....schedules forming part of the Accounts Continued 11..4% 12..5% 14.......6% 12.......... No...................2% % age to Capital funds 21.....5% 5..............8% 11.......... 10 .............................. (Trading Swaps) 12........................791. 13........ Top ten Single Borrowers No........... 2002 (d) F24 .......................... 3................................ 2003 (e) Five largest Industrial Sectors No...

6 million has been included in Other Liabilities. The total amount payable to the Government of India under the scheme amounting to Rs. KOCHHAR Executive Director BALAJI SWAMINATHAN Senior General Manager G. If the balance in the ERAF account with IDBI is insufficient. N. 2003 JYOTIN MEHTA General Manager & Company Secretary N. e. VENKATAKRISHNAN General Manager Accounting & Taxation Group F25 .1 dated January 28. the Government of India has agreed to extend support to the Exchange Risk Administration Fund (“ERAF”). Figures of the previous year have been regrouped to conform to the current year’s presentation. when it is in deficit and recoup its contribution in the event of surplus. c. Exchange Risk Administration Scheme Under the Exchange Risk Administration Scheme (“ERAS”). which arises out of conversion of foreign currency swaps. which arises on account of Rupee-tying Agreements with the Government of India. S. GUPTE Joint Managing Director NACHIKET MOR Executive Director S. I PFS and I CAPS with the Bank effective March 30. 2003. VAGHUL Chairman LALITA D. Comparative figures Consequent on the merger of ICICI. d.6 million. Swap suspense (net) Swap Suspense (net) aggregating Rs. V. The Bank can claim from the positive balance in the ERAF account maintained by the Industrial Development Bank of India (IDBI) to the extent of the deficit in the ERAS Exchange Fluctuation Account. Profit on sale of shares in ICICI Bank Limited is in respect of the shares held by erstwhile ICICI Limited and transferred to a Board of Trustees as per the scheme of amalgamation. 6 (3)/2002-IF. The Government of India has foreclosed the scheme vide their letter F. 493. current year figures are not comparable with those of the previous year.7 million (debit). KANNAN Chief Financial Officer & Treasurer K. Signatures to Schedules 1 to 19 For and on behalf of the Board of Directors N. is held in “Exchange Fluctuation Suspense with Government Account” pending adjustment at maturity on receipt of payments from the Government for repayments to foreign lenders. a claim will be made on the Government of India through IDBI. 128.schedules forming part of the Accounts b. KAMATH Managing Director & CEO KALPANA MORPARIA Executive Director CHANDA D. Continued 13. 923. MUKHERJI Executive Director Place : Mumbai Date : April 25. Exchange Fluctuation Exchange Fluctuation aggregating Rs. 2002. is held in “Swap Suspense Account” and will be reversed at conclusion of swap transactions with swap counter parties.

.......038 30...014 68......059.................. For S....... GANDHI per VIREN H................................704.................................. Loss on sale of fixed assets .............S......682. Net increase/(decrease) in cash and cash equivalents ....127.....................193.................. Deposits ............926.936.............890............... M............872 5.033 (5................... GUPTE KALPANA MORPARIA Joint Managing Director Executive Director NACHIKET MOR CHANDA D..........070..280) 22...... Net cash generated from investing activities ..285............................ 2003 SCHEDULE 19 Particulars CASH FLOW FROM OPERATING ACTIVITIES Net profit before taxes ....500........ CASH FLOW FROM FINANCING ACTIVITIES Proceeds from issue of share capital ..... KOCHHAR Executive Director Executive Director S... BATLIBOI & CO...................516.........190) (58........316 17........414..........439 91..............541.....162.........749.831) (149................. CASH FLOW FROM INVESTING ACTIVITIES Purchase of fixed assets ....415 3........................ 2003 and March 31.................. (C) (D) (A)+(B)+(C)+(D) (B) (A) (6.. Advances ......... VENKATAKRISHNAN Place : Mumbai General Manager & Chief Financial Officer & General Manager Date : April 25...............567) — (62..... MUKHERJI BALAJI SWAMINATHAN Executive Director Senior General Manager JYOTIN MEHTA N..266.................................000 627 6...........................918) 23..............................................990 640..615 35............578.....000) 2..................... Cash and cash equivalents on amalgamation ..................................... Provision for contingencies & others ........................................ Net (appreciation)/depreciation on investments ......................314.... Borrowings ...................................... KAMATH Chairman Managing Director & CEO LALITA D.......430 (153.................340) 1.092.069..............094.....836........ RAIJI & CO....................... For N...................................438....803........ To the best of our knowledge and belief and according to the information and explanations given to us..............952 (24...900 65........307 (236......973.......389) 160.........841......................... Repayment of subordinated debt ......................................311 14..............499 64.... it has been prepared pursuant to the requirements of Listing Agreements entered into by ICICI Bank with stock exchanges...........863...................................882) — (17.....................884 127........................................ Chartered Accountants Chartered Accountants JAYESH M..............................275..... Other assets .................. Proceeds from sale of fixed assets .......033. 2003 F26 ....485 (74...........................395......................................039 (244..437..........889 (1...................877) 2.........756) 10..594........... Net cash generated from operating activities .......874) 102.....121) (4.......... Adjustment for : Depreciation on fixed assets . Net cash generated from financing activities ....848 63..384 in in in in in in Investments ..939..... 2003 Company Secretary Treasurer Accounting & Taxation Group AUDITORS’ CERTIFICATE We have verified the attached cash flow statement of ICICI BANK LIMITED which has been compiled from and is based on the audited financial statements for the years ended March 31...R.................................... Cash and cash equivalents as at April 1st .......................027 (Rs. KANNAN G...897................. Other liabilities and provisions .............. in ‘000) 2001-2002 2..................................................................784) 315 (17...... VAGHUL K.........863......085) 157.........090 (4............. 2002. MEHTA Partner a Partner Place : Mumbai Date : April 25.......499 Cash and Cash equivalents represent ‘Cash and balance with Reserve Bank of India’ and ‘Balances with banks and money at call and short notice’ For and on behalf of the Board of Directors N....315) Payment of taxes (net) ....... 1.....184) 7........612 (82................412..........cash flow statement for the year ended March 31......900 27....299 (14.354 (971...... Adjustments for : (Increase) / Decrease (Increase) / Decrease Increase / (Decrease) Increase / (Decrease) (Increase) / Decrease Increase / (Decrease) 2002-2003 7.............. Dividend and dividend tax paid ..............472) 127................... Cash and cash equivalents as at March 31st ...144) 3.... Provision in respect of non-performing assets (including prudential provision on standard assets) ............... V......913 (157...

405 100% 100% 100% 100% 74% 74% 99. in thousands for the financial year ended on March 31. in thousands for the financial year ended March 31.450 225 5.110 710.124. 99.000 Shares of USD 1 each held by ICICI Securities & Finance Company Limited 1.774 99.567. ICICI Securities Inc.700 Equity Shares of Rs.513 136. KAMATH Managing Director & CEO KALPANA MORPARIA Executive Director CHANDA D. No accounts have been prepared for financial period ended on March 31.544 11. 10 each fully paid-up.258.336 Nil Nil Nil Nil Nil Nil Nil 4. 2003 ICICI Securities and Finance Company Limited section 212 2.000 Commom Stock of USD 1 each. 2003 March 31.510 Nil 93.Sr. The amount received by the erstwhile ICICI Limited upto March 29. 2003.486 214 7. 2003 Extent of interest of ICICI Bank in Capital of Subsidiary Net aggregate amount of Profits/(Losses) of the Subsidiary so far as it concerns the Members of ICICI Bank and is not dealt with in the Accounts of ICICI Bank (see note 1) Net aggregate amount of Profits/Losses of the Subsidiary so far as it concerns the Members of ICICI Bank dealt with or provided for in the Accounts of ICICI Bank (see note 2) Rs.700 Equity Shares of Rs. ICICI Prudential Life Insurance Company Limited 9. 3.10 each fully paid-up 1.850 Nil Rs.134) 13 56. 11.S. 2003 March 31. 2003 March 31. ICICI International Limited.9% 4. 2003 F27 .200 Equity Shares of Rs. ICICI Investment Management Company Limited 8. 314.050.400. 2003 ICICI Venture Funds Management Company Limited 151.000 Ordinary Shares of USD 10 each fully paid-up.928) (75. ICICI Lombard General Insurance Company Limited 10. ICICI Trusteeship Services Limited 7. No. ICICI Securities Holdings.000. 2003 for the previous financial years of the subsidiary since it became a subsidiary 1. 10 each fully paid-up 81.242 (1. 2. For and on behalf of the Board N.987 Name of the Subsidiary Company 1. 800 Equity Shares of Rs. 2003 as a 100% subsidiary of ICICI Bank Limited with paid-up share capital of 1 pound. The above companies which were subsidiaries of erstwhile ICICI Limited have become subsidiaries of the Bank consequent to merger of ICICI Limited with ICICI Bank.875 2. 2003 202.089. 2002 as dividend has also been included in the reserves of ICICI Bank. March 31.000. Inc.327 198. 10 each fully paid. 2003 March 31. March 31.429) 3.833. 1956. relating to Subsidiary Companies Place : Mumbai Date : April 25. 2003 March 31. VENKATAKRISHNAN General Manager Accounting & Taxation Group Statement pursuant to Section 212 of the Companies Act. ICICI Brokerage Services Limited 3. V. 2003 March 31. KANNAN Chief Financial Officer & Treasurer K.142) 24. 2003 March 31. 115. 2003 March 31. fully paid up held by ICICI Sec. ICICI Home Finance Company Limited 6.664 54. 10 each fully paid. 10 each fully paid. 3.000 Equity Shares of Rs. ICICI Bank UK Limited (ICICI Bank UK) was incorporated on February 11.600.057 (5. 2003 for the previous financial years of the subsidiary since it became a subsidiary 1.000 Nil Nil Nil Nil Nil Nil 348.9% 40. March 31. Financial year of the Subsidiary ended on Number of Equity Shares held by ICICI Bank and/or its nominees in the Subsidiary as on March 31.103) (18. 1.736 13.500. Mauritius 5.890 Equity Shares of Rs.446 230. Holding Inc. GUPTE Joint Managing Director NACHIKET MOR Executive Director S. VAGHUL Chairman LALITA D. 10 each fully paid-up held by ICICI Securities and Finance Company Limited. MUKHERJI Executive Director JYOTIN MEHTA General Manager & Company Secretary N.9% 318.10 each fully paid-up.9% 99. 10.623 (775. 100% 34.000 Equity Shares of Rs.484) (9. KOCHHAR Executive Director BALAJI SWAMINATHAN Senior General Manager G.500.000 Equity Shares of Rs.

consolidated financial statements of ICICI Bank Limited and its subsidiaries F28 .

the Consolidated Balance Sheet gives a true and fair view of the state of affairs of the group as at March 31. Our responsibility is to express an opinion on these financial statements based on our audit.5 million for the year then ended.391. Associates and Joint Ventures We have examined the attached consolidated balance sheet of ICICI Bank Limited. We conducted our audit in accordance with generally accepted auditing standards in India. 3. associates and joint ventures included in the consolidated financial statements.55.R. We believe that our audit provides a reasonable basis for our opinion. associates and joint ventures. MEHTA a Partner F29 . and its subsidiaries. These financial statements are the responsibility of the ICICI Bank Limited’s management. On the basis of the information and explanations given to us and on the consideration of the separate audit reports on individual audited financial statements of ICICI Bank Limited and its subsidiaries. and total revenues of Rs. We report that 1. the Consolidated Profit and Loss Account gives a true and fair view of the results of operations of the group for the year then ended. is based on the report of those respective auditors. evidence supporting the amounts and disclosures in the financial statements. We have obtained all the information and explanations. For N. These Standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free of material misstatements. associates and joint ventures (the Group) as at March 31. and c. the Consolidated Profit and Loss Account and Consolidated Cash Flow Statement for the year then ended prepared in accordance with accounting principles generally accepted in India. 2003. 2003. b. 2. associates and joint ventures. examining on a test basis. An audit includes. Chartered Accountants per VIREN H. An audit also includes assessing the accounting principles used and significant estimates made by management. These financial statements have been audited by either of us singly or jointly with others or by other auditors. 2003 For S. issued by the Institute of Chartered Accountants of India and on the basis of the separate financial statements of ICICI Bank Limited and its subsidiaries. RAIJI & CO. as well as evaluating the overall financial statements. BATLIBOI & CO. associates and joint ventures.083.auditors’ report to the Board of Directors of ICICI Bank Limited on the Consolidated Financial Statements of ICICI Bank Limited and its Subsidiaries. we are of the opinion that in conformity with the accounting principles generally accepted in India : a. insofar as it relates to the amounts included in respect of those subsidiaries. 2003. The consolidated financial statements have been prepared by the Bank in accordance with the requirements of Accounting Standard (AS) 21.M.4 million as at March 31. Chartered Accountants JAYESH M.8. Consolidated Financial Statements. which to the best of our knowledge and belief were necessary for the purposes of our audit and have found them to be satisfactory. GANDHI Partner Mumbai: April 25. the Consolidated Cash Flow Statement gives a true and fair view of the cash flows of the group for the year then ended. whose financial statements reflect total assets of Rs. We did not jointly audit the financial statements of the subsidiaries.

.. Other liabilities and provisions . Balances with banks and money at call and short notice ....... TOTAL .... 18 19 12 6 7 8 9 10 11 49............. BATLIBOI & CO..................348 110...............................089.....130.........................................510 539.170 516....439 377............... VENKATAKRISHNAN General Manager Accounting & Taxation Group ........472..........919 43... Investments .........215................ Contingent liabilities .....843 17....309 479.......753.. KANNAN Chief Financial Officer & Treasurer K.......734.......... Chartered Accountants per VIREN H........ in ‘000s) As on 31..........................S...507....625...........................171...................089.....716 173......523............. 2003 F30 JYOTIN MEHTA General Manager & Company Secretary For and on behalf of the Board of Directors N........ Advances ..980 71......................... Minority Interest .. Cash Flow Statement ........700 13.827 3.......012 367....234... Significant Accounting Policies and Notes to Accounts .... V......404.... TOTAL ........528 13...................072....519 44...........151..............068...................................... Fixed Assets ....594.. Reserves and Surplus .........................................600 60...............................472 54...............................03......... MEHTA a Partner Place : Mumbai Date : April 25....................748.............................626..580 322..279 372................... RAIJI & CO.............332.407....................... VAGHUL Chairman LALITA D............163.567 608. Chartered Accountants JAYESH M........029 164.........008.............557 16........ GANDHI Partner For S...........171......138 1..........014 438......................................094..........678 9....911........2002 The Schedules referred to above form an integral part of the Balance Sheet..............................058 1....331......... Bills for collection .....894............................................533 1.....consolidated balance sheet as on March 31....... Deposits ...................171............678 937............780........ MUKHERJI Executive Director N.........184 5 3 4 1 2 9..................257................. 2003 Schedule CAPITAL AND LIABILITIES Capital .......... KAMATH Managing Director & CEO KALPANA MORPARIA Executive Director CHANDA D...... KOCHHAR Executive Director BALAJI SWAMINATHAN Senior General Manager G.... GUPTE Joint Managing Director NACHIKET MOR Executive Director S.............334 70..068..................... Other Assets ........................ As per our Report of even date For N.......188 1...........140...M...... ASSETS Cash and balance with Reserve Bank of India ....................................014 (Rs... Liabilities on Life Policies in force ............367.................234 1...R.....................094....650 41..416 479.......331............. Borrowings .........

...000..464 24............................. Profit on sale of shares of ICICI Bank Limited held by erstwhile ICICI Limited .......057................261 — 27................. Significant Accounting Policies and Notes to Accounts .................. Other income .... 9) Basic (Rs...M.............................558 (4.......541 13.953 197.........................910............................847 ........ Provisions and contingencies ..330......... MEHTA a Partner Place : Mumbai Date : April 25. VAGHUL Chairman LALITA D........................ Capital Reserve .... As per our Report of even date For N. RAIJI & CO...........887..539.................. KANNAN Chief Financial Officer & Treasurer K..482....593...........265 8................................................... Interim dividend paid .......... Diluted (Rs............717 44......000 (100.........165 11. TOTAL ...... Balance carried over to Balance Sheet . PROFIT/LOSS Net profit for the year .176 6..000 1....... Earning per Share (Refer note B....... Profit brought forward ..) ................791......................................... III.................61 11.......441 2............ Chartered Accountants JAYESH M......000 100.......717.... 2003 Schedule I.................294 2.....801 2....... TOTAL .........542......000 500.......904 27......................874 (391) 2... Net profit after Minority Interest ....................000 4...092 10..............519..................................... GANDHI Partner For S........254................................................61 15 16 17 (Rs..958 197........... Proposed equity share Dividend ...............847 3......720 122.......................S......000 140....................79 18........ Chartered Accountants per VIREN H.................... Investment Fluctuation Reserve .............2001 21...................517 134....................315 15.000.............. VENKATAKRISHNAN General Manager Accounting & Taxation Group F31 18 19 18..723 81......... APPROPRIATIONS/TRANSFERS Statutory Reserve . IV..........239..... KAMATH Managing Director & CEO KALPANA MORPARIA Executive Director CHANDA D.. Proposed preference share Dividend .............77 11. Transfer from Debenture Redemption Reserve ........................ EXPENDITURE Interest expended .............................597.......054 5. 2003 JYOTIN MEHTA General Manager & Company Secretary For and on behalf of the Board of Directors N............................717............. in ‘000s) Year ended 31.................962 11..... KOCHHAR Executive Director BALAJI SWAMINATHAN Senior General Manager G..........745..... TOTAL ............................908................................................ Corporate dividend tax ....... The Schedules referred to above form an integral part of the Profit and Loss Account.....consolidated profit and loss account for the year ended March 31.584.......791............. V....................... Operating expenses ..................000 — — 160..............R. TOTAL ..................758 35 — 589........267................603.......000 960.000 — — 440........559 650............................. INCOME Interest earned ...515........................889 2............593........ P/L Credit/(Debit) .......559 13 14 96.............................................) .........................585.......... II.. Revenue and other Reserves ....000) 2.... Minority Int..............011 11................. GUPTE Joint Managing Director NACHIKET MOR Executive Director S..889 11....... BATLIBOI & CO......................................020.....................03... MUKHERJI Executive Director N..................... Cash Flow Statement .... Special Reserve .400) 11....195 25........................

......207.................500............680) equity shares of Rs...672.........800 equity shares issued to the equity share holders of Bank of Madura Limited on amalgamation.......... 1.................... [Previous year : represents face value of 392..921..............................500........................ F32 ....... [Represents face value of 350 preference shares to be issued to preference share holders of ICICI Limited on amalgamation redeemable at par on April 20................885 3..000 6...........472 The notification from Ministry of Finance has currently exempted the Bank from the restriction of Section 12 (1) of the Banking Regulation Act................500.625...............724 equity shares to be issued to shareholders of ICICI Limited on amalgamation] .2002 15..... 10 each1 Less : Calls unpaid ........................................600 3...... 264...........142 underlying equity shares issued to the ADS holders of ICICI Limited on amalgamation...031.000 — — 9... 10 each) 350 preference shares of Rs 10 million each.... 2018] ..... 2003 (Rs...000................. in ‘000s) SCHEDULE 1 — CAPITAL Authorised Capital 1550.....500........... Add : Issued 3... Subscribed and Paid-up Capital 613.................03..... 1949....... TOTAL ...................... (Previous year 300........................000..130....000 9.... Preference Share Capital Suspense .......... Includes : a) b) c) d) 2..........000..465.358.....314 (3. which prohibits issue of preference shares by banks............................ Preference Share Capital2 ............................................ 2 As on 31..000 equity shares of Rs.587 — — — 3........ 31........ 128...............539.. 10 million each issued to preference share holders of erstwhile ICICI Limited on amalgamation redeemable at par on April 20......404 (Previous year 220.......................818............................180 underlying equity shares consequent to the ADS issue.....000 3..................................... 23. [Represents face value of 350 preference shares of Rs.schedules forming part of the Consolidated Balance Sheet as on March 31.... 2018] .000 equity shares of Rs......... Share Capital Suspense (Net) .........744) 30 3..000 — 2. 10 each on exercise of employee stock option ........................ 10 each ................ Issued....626.....582 equity shares issued to the equity share holders [excluding ADS holders] of ICICI Limited on amalgamation.....203.... ............000 equity shares of Rs.

.................................................... Share Premium Opening balance* .......... Net of e) Rs..............................627.... IV.......................................................................................................... Closing balance .......schedules forming part of the Consolidated Balance Sheet as on March 31............980 1........ Additions during the year (on exercise of employee stock options) Deductions during the year ....7 million being excess of face value of equity shares issued over net assets and reserves of Bank of Madura Limited on amalgamation.... Additions during the year .......108..............350 290... c) Rs........337 3.................030 — 2.973......................2 million on amalgamation with ICICI Limited..... Deductions during the year ..........................................000 — 10...................................990 — 5. V........475..............................................................000 (3............................................. Closing balance .............................................000................ Additions during the year ............ 24............607 — 31........................... d) Rs........672..... [Previous year Rs............. b) Rs... 32........000 — 100..000 — 100...........030 — 10................................................310 403.372 141.... Closing balance .....386..085 319........................................ Statutory Reserve Opening balance ........................600) 2..........................3 million being deferred tax liability as at March 31..................300 — 141...............594....962 60.................. 2003 (Rs..... Additions during the year ............700 ***31..307 783.................... 20........... Special Reserve Opening balance ...............100 — ***31.............. * ** Net of Share Premium in Arrears Rs...030 612...........333........... Balance in Profit and Loss Account .... Closing balance .. ICICI Personal Financial Services Limited and ICICI Capital Services Limited................044.......... 960.....973..........................1 million................ Capital Reserve Opening balance ....... Deductions during the year .....................................................2002 II..889 54.............. Additions during the year ......................137........................................................................950 889...................................553..... VII......................” F33 .... in ‘000s) SCHEDULE 2 — RESERVES AND SURPLUS I....................................585.0 million transferred from Profit and Loss Account........396 8.567 Continued As on 31. 117...025 285 — 8................670 — 8......... III...03...014..................................422 — 1........950 — 141..............................973................... *** Includes : a) Amount transferred on amalgamation of Bank of Madura Limited Rs........................................327 100............................................. TOTAL ......341...... Additions during the year .............................366 — 11...300 2. Closing balance ...844................................627.............................. Closing balance .... VII....... Deductions during the year ..................206 30.341.....300 911............4 million] Represents effect of deconsolidation of certain subsidiaries [Refer Schedule 18(A)(3)].........386...000 — 10.............. Additions during the year ...... 31............... Investment Fluctuation Reserve Opening balance ................306 167....................................................................................................... Revenue and other Reserves Opening balance ....293........................913 10......................................... Debenture Redemption Reserve Opening balance ..... Deductions during the year** .600 — 403..............163....... 327...030 8..................... Closing balance .. Deductions during the year ....... 2001 in accordance with the transitional provisions of Accounting Standard 22 on “Accounting for Income-Taxes....337 — 100..306 197.. VI........ Deductions during the year ...... 2..7 million............................755 113.......

......... c) Non convertible portion of partly convertible notes d) Borrowings under private placement of bonds carrying maturity of one to thirty years from the date of placement .....................................03...978 26....... .......215.092 II.....052 6.......171..240................489 1.............. ..................585...140................................. 2003 (Rs...........238.......690 80......Deep Discount Bonds ...................359 51..................Regular Interest Bonds ....................000 800.................................058 TOTAL .....270................................ .....408.......827 25... Other institutions and agencies .............000 1...........469 11....808 588....................495 III............Index Bonds ...665.................012 479............. Borrowings in India i) ii) iii) Reserve Bank of India ......507....213.................875 351............970............Pension Bonds .009.....313 31................. 6......... 20...694 29...................996 367.. a) Government of India .................499................171..... in ‘000s) SCHEDULE 3 — DEPOSITS A........ f) Application Money pending allotment ........... Borrowings outside India i) ii) iii) From Multilateral/Bilateral Credit Agencies (guaranteed by the Government of India equivalent of Rs..................722...377 34...122 506...........842....... 919................ SCHEDULE 4 — BORROWINGS I.....171........... ii) From others .........Encash Bonds ..408 25.088.......6 million) From International Banks..022......729 5...000 million (Previous year Rs....2002 II...795 27............895 7.501 37............................. Borrowings in the form of i) ii) iii) Deposits (including deposits taken over from ICICI Limited) Commercial Paper ..........170 322...... I....896 193..........936 91..125..........900 26..............700 42.............170 322..565..... ............ ...........507.................347.089...........335...098.......000......210....... ii) From others ....932..............................886 14...............550..........892....592 35.......259....................214.... Savings Bank Deposits .................000 36...........................................231 6.. ..........................................947 — 1............ Demand Deposits i) From banks ..520 516...............337 54....012 479................ TOTAL ..535 6.............................................877.................240 322.Bonds with premium warrants ............331.....170 Continued As on 31.569.947...487 5......995 5..........197............................336 2........ Bonds and Debentures (excluding subordinated debt) a) Debentures and Bonds guaranteed by the Government of India ...... 8........078 — 2.. b) Tax free Bonds .................. Institutions and Consortiums ........... 25.Easy Instalment Bonds .........000 800... Nil) F34 ... Deposits of branches in India ....... By way of Bonds and Notes .............. b) Financial Institutions ...........493. TOTAL ................... II and III above is Rs.030 74.....374.............109 16......................... e) Bonds Issued under multiple option/safety bonds series ......................029 44.. 8.........809.457.......417.. I................. III......................................081 53............................ B......schedules forming part of the Consolidated Balance Sheet as on March 31.507...................289...Tax Saving Bonds ........357 21.175.000 — 18................658............. Secured borrowings in I......837...........139 24................012 1..........933..963 479........ Other banks .......659 18.................163 31..784 225........ Term Deposits i) From banks ................815...............

676 2....904 12..421........000 70............................341 45....323 12............ in ‘000s) SCHEDULE 5 – OTHER LIABILITIES AND PROVISIONS I.....618 6................657 2......395..591.... * Includes : a) Deferred Tax Liabilities Rs....... Money at call and short notice a) with Banks ......305...... 2............242 25...241..........780...............................................141 Continued As on 31...............557 2.....5 million]...777........651 3....... 589.........................513....881....... ii) In Other Accounts ... 10. ...........................173............ NIL].... NIL]..........559 173.883 97........567..........439 1....................................................... Others a) Security Deposits from Clients ..503.337................221....... b) in Other Deposit Accounts ..................................... 1..279 F35 TOTAL ........313 330.. TOTAL ... c) Received for disbursements under special program ......227............297 253.......927......790 1....schedules forming part of the Consolidated Balance Sheet as on March 31..................................404................360........270......500 13.......... g) Other Liabilities (including provisions)* ........... c) Corporate dividend Tax payable Rs............................ Cash in hand (including foreign currency notes) ..................495.. GRAND TOTAL (I + II) .........................235 813.......... NIL [Previous year Rs................................407........454 — — 42......... IV.....285...... II.. d) Swap Suspense (Refer Note B........................ in Other Deposit Accounts ......................................628 110....905 26. Inter-office adjustments (net) ... II..............167 SCHEDULE 6 – CASH AND BALANCES WITH RESERVE BANK OF INDIA I........459 22................910 679....... Unsecured Redeemable Debentures/Bonds ...789 2........640.. [Subordinated for Tier II Capital] .... 2003 (Rs.............625 17....8 million [Previous year Rs..............548.......03...........498... V........... Balances with Reserve Bank of India i) In Current Accounts .....657 15.....403 16..................................................... b) Sundry creditors .....918 1....348 14.348 ii) TOTAL .. 917........................216 — 49.691 2............000 3.....340..089...540................ Money at call and short notice ....................495................. In India i) Balances with banks a) in Current Accounts .........400 40........................ Interest accrued ...788 19..........536 — 16........812 97.. b) with Other Institutions .......116.............547..081 2................2002 3.492......863...................... III......................... f) Liabilities on non-life policies in force ..........824 637...................894..... b) Proposed dividend Rs 4...614 39................ Outside India i) ii) iii) in Current Accounts .......... Bills payable ..956 19....... II......................................498.......................630..............470.........................................925.............1 million [Pevious year Rs.......... TOTAL .......000 17...462.......... e) ERAS Exchange Fluctuation Account ..................................010...........538 165................................597............036 9........259 8. 11 b) ........ SCHEDULE 7 – BALANCES WITH BANKS AND MONEY AT CALL AND SHORT NOTICE I........

....245 429.. Bills purchased and discounted .................................. GRAND TOTAL (I + II) .370 478..072.192 377..........................................974.. i) ii) iii) iv) Bills purchased and discounted .... B....................................................025........645 25........................ SCHEDULE 9 — ADVANCES A...523 — — — — 536.. Investments in India i) ii) iii) iv) v) vi) Government securities .. 273....497 413......) ...073 1. Covered by Bank/Government Guarantees ..724 539.........................679 372........................087 1...........................859....... F36 .......................452............376........416 TOTAL .............. Investments outside India i) ii) Subsidiaries and/or joint ventures abroad .223 24...........443 479..........806 69...367............ overdrafts and loans repayable on demand Term loans ....366 62.........316 539.. I and II) .......................................181 538....426 15.................................477 26.......048..190......415 31.....................................318 243...................675 8......650 506...........................562.....200.....510 — 106................... Subsidiaries...........553........072............753......................326..748................... Advances i) Due ii) Due a) b) c) outside India from banks ......................696..............999 — 33..........264 14..... C.......................192 71.. joint ventures and/or associates ....641.............650 19................... Shares ........... Others ................schedules forming part of the Consolidated Balance Sheet as on March 31.....127 536.......519 TOTAL ...03...................................770 479...089..................................421 479. Unsecured ..................................421 620................ Other approved securities ........305.. Syndicated loans ...........................612 22...........541.................737 Continued As on 31.........................................679 106......... II........................049................... Others .................................236.073 430.....464 10..............244 495......................... Mutual Fund Units... Others .... 89............................024 18...........352.......013.. Public Sector .................453 8.... II...... Banks .... Debentures and Bonds .. in ‘000s) SCHEDULE 8 — INVESTMENTS [Net of provision] I...... TOTAL .......................731 377...............323.................................................... 2003 (Rs. — 71....650 16..............................................736..376.......054 344.....................................2002 TOTAL ..........519 TOTAL ............................... Finance lease and Hire Purchase receivables 4.............089............ etc............... Cash credits................215.....................794...............127 539...............................................970.... TOTAL ...... Others (CPs......098 — — — — 620......072.... GRAND TOTAL (C...388..042.........................144 43............. Securitisation........440 16............... Advances in India i) ii) iii) iv) Priority Sector ...590................................................................................................. I...........089.........486 15......519 446...... from others .......293..........521 704...... i) ii) iii) Secured by tangible assets [includes advances against Book Debt] ........394......................................340............998........682....766 372.

.......330....................257...612..........439 3.....318.. c) Exchange Fluctuation Suspense with Government of India (Refer Note B 11 (a)) ................251 5........ Assets given on Lease At cost as on March 31st of preceding year* ...........446....... Depreciation to date ....192....980 1.......109...............................732.......008................. Deductions during the year . Non-banking assets acquired in satisfaction of claims* .........034.....691) (3........................545...292 7..................................615..............864 44.......556 12.523.......156........030....................665) 15........... d) Swap Suspense (Refer Note B 11 (b)) ..............................539 1........................................245 1..919 1.................130 14....188 — 18..655 19....193........03........................ accumulated lease adjustment and provisions Net Block ...... Claims against the Bank not acknowledged as debts ............... Interest Rate Swaps ............. IV......919 — ***7....406) 17..527.............................041) (723..........538..............073 — (384.....916 93..... in ‘000s) SCHEDULE 10 — FIXED ASSETS I.........365....915 937.....334 2.........058.675 122.............328 3....049 20.415.... Depreciation to date.768....... Deductions during the year .....731.480..................780.................... Additions on Amalgamation .. Additions during the year ....................... III.....................009..........5 million [representing 101.................... 2003 (Rs..559 — (3..................................... Liability on account of outstanding forward exchange contracts IV........190 22.. II........... Inter-office adjustments (net) ......................247..........466 2....... Premises At cost as on March 31st of preceding period .......377........................ Liability for partly paid investments ...498 106.. VI..016 17..414... Net Block ...................034 2. endorsements and other obligations ... Currency Swaps .....391...... II.......... Tax paid in advance/tax deducted at source (net) .........931) 22.......472...670............. * Continued As on 31.............084 4............942 29............ 1.........................................806 (142....536...........826) (1.... * Includes repossessed Leased Asset Rs....................358 (9..................795 343. TOTAL .......... 96......949 equity shares being shares held by erstwhile ICICI Limited in ICICI Bank Limited] transferred to a trust...069 23..................... VIII.....584........................... Depreciation to date ....0 million SCHEDULE 11 — OTHER ASSETS I.....981) (3..151..........236..502 2... II. Stationery and Stamps ..663 69................... Deductions during the year ...573 128....553 1.. 1........ TOTAL ..........055......................207 2....270..105 4. TOTAL ......2002 15....470 8......................916 70.....067......973 41.654.... Additions on amalgamation .................................. Guarantees given on behalf of constituents in India ..516.... 5.........................761.........281 43.........535.....765.. Additions during the year .. *** Includes Rs.......................... Additions on Amalgamation ...939 438................ Others a) Advance for Capital Assets .....478.....................565 19.......189......395.......................... SCHEDULE 12 — CONTINGENT LIABILITIES I........667 1.......868 1............................................. III.....700 10........... Additions during the year ....................804....565 — (2...... b) Outstanding Fees and Other Income ..schedules forming part of the Consolidated Balance Sheet as on March 31.....450 455....044 43...............161 152............................................ 20.......418) 7..... V....413...... Other items for which the Bank is contingently liable ...............053.. Acceptances.............................................873 923.....936 251........................284 10...............640) (677.....879............251. III...698 29..........001...244.........................667 26................030........ Interest accrued . ** Includes Net Deferred Tax Asset of Rs..................470......... VI....937) 15...........9 million [Previous year Net Deferred Tax Liability Rs...........243.111...........552) 6... V.734..563.... VII.............582 (223..737.....752..528 F37 ........... Net Block ........................5 million]............894............354 1......................533 Includes certain non-banking assets acquired in satisfaction of claims are in the process of being transferred in the Banks’ name...............................................795 2.............. e) Others** ........................................041........791) (390....... Other Fixed Assets (including Furniture and Fixtures) At cost as on March 31st of preceding year .....

......... Income earned by way of dividends........149 377...............................720 1.....282...... IV....267........................... Others ....475........791 115..237 3............. III..... V........ Interest on Reserve Bank of India/inter-bank borrowings . Profit/(Loss) on sale of investments (net) ....... 2003 (Rs............682.436) 2.........................2002 7...................... VI.................... Others ................03..603..........904 4.275 21.........174 13.... SCHEDULE 14 — OTHER INCOME I..................431 — 10....... II.............................300) 5.. Miscellaneous Income (Including Lease Income) ...............................000 (137...239..615 1..................... Telegrams...........086...685 353.................... IX.........................105 15.261 13.......... 2....... XII. Payments to and provisions for employees ............000 2........... Directors’ fees...........200 — 180..076............ 0..........................500 2. Advertisement and publicity ...914 892.......................... 91............ – Deferred Tax adjustment ....................875 2...............................588.....................207 6. Others ..............................................444....... V........ SCHEDULE 15 — INTEREST EXPENDED I.... XI.487 (66..021......... X.133....... from subsidiary companies and/or joint ventures abroad/in India ...190 478.894.......... Year ended 31.......791...387 1..541 SCHEDULE 17 — PROVISIONS AND CONTINGENCIES I............... TOTAL .538 2........................ VI.............. Repairs and maintenance .......................725......464 F38 ...801 61.......050 53......569 3......... III...300 (903. Telephones.........900 — 27... XIII.058 12......................................176 1.................................000 63. TOTAL ........................................................947 2............5 million amortisation of ADS issue expenses...789 2.....633 1.............703 783.....432) (627) 372...299 238....657 526. Printing and Stationery ...035...900 13............... .................464 664.................................... Rent....... Law Charges ...........518.. IV........889......................051 (6..349... etc..............586) 102.555..........697 11... VI....1 million (Previous year Rs................ Profit/(Loss) on foreign exchange transactions (net) (including premium amortisation) ........... III......011 24....... VII.... III.. IV.................................schedules forming part of the Consolidated Profit and Loss Account for the year ended March 31.......................228... Insurance ............ Income Tax – Current period tax .......... Depreciation on leased assets .......896...........................599 15.. II... Provision for advances (net) .......................................... Auditors’ fees and expenses (including branch auditors) ............ in ‘000s) SCHEDULE 13 — INTEREST EARNED I... exchange and brokerage .................................. II......................530 807...660...887 3......387 1.................759 81.........717............166..254...............653 269........................916 141......... Additional depreciation/(write-back of depreciation) on investments ..... VII............324 1......134 (126............ * ** Includes Rs.753 5... Wealth Tax ......................095 3....000 1........... Depreciation on Bank’s property ...... TOTAL ............ Postages.... Interest on balances with Reserve Bank of India and other interbank funds ...........957......866......482.........422 1................314 27......... IV...................791....... Interest on deposits ......674................ Other expenditure* ..... V.... SCHEDULE 16 — OPERATING EXPENSES I..... VIII................... taxes and lighting .......... Commission.......308...........368..............................195 8... allowances and expenses ... II...................................057..533 **1...................908..........439................887....... TOTAL ... Includes Rs.. Profit/(Loss) on sale of land..............540.........252 178.394.....................054 2.....199 20..... buildings and other assets (net) ................099 5.520) 22.......226.............9 million) for Premium ceded and Change in liability for life policies in force................628.......398 1..... etc................................539..........022 79..........................................797..... Profit/(Loss) on revaluation of investments (net) ....213............ Prudential provision on standard assets ................602 25...... III........ II............................. Income on investments ............ Interest/discount on advances/bills ......176 96...... 2...197 30.......

venture capital finance. The accounting and reporting policies of the Group used in the preparation of these financial statements conform with the Accounting Standards issued by ICAI. liabilities.” 3.00% 100.00% F39 Continued . Venture Funds Management Company Limited Home Finance Company Limited Trusteeship Services Limited Investment Management Company Limited International Limited Bank UK Limited Property Trust Eco-net Internet & Technology Fund Equity Fund Emerging Sectors Fund Strategic Investments Fund Country/ Residence India India USA USA India India India India Mauritius United Kingdom India India India India India Relation Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Direct holding Direct holding Direct holding Direct holding Direct holding Ownership Interest 99. investment banking. Further. 5.00% 100. ICICI Personal Financial Services Limited (‘I PFS’) and ICICI Capital Services Limited (‘I CAPS’) along with ICICI’s interest in its subsidiaries in an all-stock deal.00% 100.00% 100. working capital finance. Name of the Company ICICI ICICI ICICI ICICI ICICI ICICI ICICI ICICI ICICI ICICI ICICI ICICI ICICI ICICI ICICI Securities and Finance Company Limited Brokerage Services Limited Securities Inc. 9. 1949.92% 99. the Bank accounts for investments in associates as defined by AS 23 “Accounting for Investments in Associates in Consolidated Financial Statements” by the equity method of accounting. 6. SIGNIFICANT ACCOUNTING POLICIES Overview ICICI Bank Limited together with its subsidiaries. 7. The consolidated financial statements include the results of the following entities : Sr. joint ventures and associates (collectively. 2002. 8. ICICI Bank Limited (‘ICICI Bank’ or ‘the Bank’).92% 99. Management believes that the estimates used in the preparation of the financial statements are prudent and reasonable. ICICI Bank is a banking company governed by the Banking Regulation Act. associates and joint ventures. India is a publicly held bank engaged in providing a wide range of banking and financial services including commercial banking and treasury operations. ICICI Bank acquired ICICI Limited (‘ICICI’) and two of its retail finance subsidiaries.99% 100. its subsidiaries. Securities Holding Inc. Insurance Regulatory and Development Association (‘IRDA’) and National Housing Bank (‘NHB’) from time to time as applicable to relevant companies and generally accepted accounting principles prevailing in India. the guidelines issued by the Reserve Bank of India (‘RBI’). 15. income and expenses. retail banking and broking. The preparation of financial statements requires the management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) as of the date of the financial statements and the reported income and expenses during the reporting period. The Bank has investments in certain joint ventures. 13. 4.00% 92.schedules forming part of the Consolidated Accounts SCHEDULE 18 A. Effective March 30. The Bank consolidates all subsidiaries as defined in Accounting Standard (‘AS’) 21 “Consolidated Financial Statements” issued by the Institute of Chartered Accountants of India (‘ICAI’) on line by line basis by adding together like items of assets.12% 100. The amalgamation was accounted for as per the approved Scheme of Amalgamation and the purchase method of accounting. 14. 3. The Group follows the accrual method of accounting and historical cost convention. ICICI Bank acquired and merged Bank of Madura into itself in an all-stock deal. 1. incorporated in Vadodara. the Group) is a diversified financial services group providing a variety of banking and financial services including project finance. which have been consolidated by the proportionate consolidation method as required by AS 27 on “Financial Reporting of Interests in Joint Ventures.00% 100.92% 99. 10. 12.00% 100.92% 99. Basis of preparation In fiscal 2001. 2. No. Future results could differ from these estimates. 11. 2. treasury products and services. Principles of consolidation The consolidated financial statements include the accounts of ICICI Bank.00% 100. 1.

Income on discounted instruments is recognised over the tenure of the instrument on a constant yield basis. were deconsolidated since these investments had been made by the venture capital subsidiary of the Bank and the control in these entities is intended to be temporary: 1.00% 74. related expenses and maintenance costs exceeds related reserves for unexpired risks.. During the year.e. The difference between purchase and sale values on such transactions is recognised in other income. Guarantee commission is recognised over the period of the guarantee. i. Income arising from sell down of loan assets is recognised upfront in excess of the future servicing cost of the assets sold and projected delinquencies and included in Interest income. Country/ Residence India India India India Percentage Holding 74. 2002. Revenue Recognition ICICI Bank Limited a) Interest income is recognised in the Profit and Loss Account as it accrues except in the case of non-performing assets where it is recognised upon realisation as per the prudential norms of RBI. F40 . Arranger’s fee is accrued proportionately where more than 75% of the total amount of finance has been arranged. Insurance premium is recognised when due. Dividend is accounted on an accrual basis when the right to receive the dividend is established. 2. The investment in TCW/ICICI Investment Partners LLC. 2001 have been accounted as per AS 19 on “Accounting for Leases” issued by ICAI. which had been consolidated as subsidiary as on March 31. Premium deficiency is recognised if the sum of expected claim costs. ICICI Web-Trade Limited Reclamation Properties (India) Private Limited (formerly ICICI Properties Private Limited) Reclamation Real Estate (India) Private Limited (formerly ICICI Real Estate Company Private Limited) Reclamation Realty (India) Private Limited (formerly ICICI Realty Private Limited) ICICI West Bengal Infrastructure Development Corporation Limited ICICI KINFRA Limited ICICI Knowledge Park ICICI Information Technology Fund. loan syndication.schedules forming part of the Consolidated Accounts Continued The financial statements of the subsidiaries used in the consolidation are drawn upto the same reporting date as that of the Bank. 1. the following entities (whose shares have been held by various funds managed by ICICI Venture Funds Management Company Limited. 6. 4. Income from brokerage activities is recognised as income on the trade date of the transaction. 5. over the contract period or over the period of risk. Related expenditure incurred for procuring business are accounted for as procurement expenses. financial advisory services etc. Contago transactions are treated as secured lending transactions and accordingly disclosed in the financial statements. Accrual of income is also suspended on certain other loans.00% **44. the Bank has adopted AS 27 and the investments in the following companies have been accounted in accordance with the provisions of AS 27 :Sr. including projects under implementation where the implementation has been significantly delayed and in the opinion of the management significant uncertainties exist as to the final financial closure and/or date of completion of the project. a subsidiary of the Bank).99% **44. year ended March 31. Name of the Company No. are recognised based on the stage of completion of assignments and the bills raised for the recovery of fees. 4.80% During the year. 3. Fees received as a compensation of future interest sacrifice is amortised over the remaining period of the facility. 7. All other fees are recognised upfront on their becoming due. b) c) d) e) f) g) h) i) j) Other entities k) l) m) n) Fees earned on non-fund based activities such as issue management. 2003. 4. ** ICICI Prudential Life Insurance Company Limited ICICI Lombard General Insurance Company Limited Prudential ICICI Asset Management Company Limited Prudential ICICI Trust Limited Indicates holding by ICICI Bank Limited along with its subsidiaries. 2. 3. (holding of the Bank is 50%) is accounted under equity method as per AS 23. Income from leases is calculated by applying the interest rate implicit in the lease to the net investment outstanding on the lease over the primary lease period. Leases effected from April 1. Income from hire purchase operations is accrued by applying the interest rate implicit on outstanding investments. has subsequently redeemed the holding of ICICI Bank during the current year and has since ceased to be a subsidiary.

‘Available for Sale’ and ‘Trading’ securities are valued periodically as per RBI guidelines. are charged to revenue. Value of the same is Rs. 2002.6. price list of RBI. Nil. pertaining to investments. Profit on sale of investment in the ‘Held to Maturity’ category is credited to the revenue account and thereafter is appropriated. paid at the time of acquisition. commission and stamp duty are included in the cost of acquisition while underwriting commission and fees earned are netted off from cost of investments. 1938 which value their investments in accordance with the provisions of Insurance Regulatory and Development Authority Regulation.2 million. the repurchase and reverse repurchase transactions are treated as secured borrowing/lending transactions. Total investments of such subsidiaries amount to Rs. in any category are accounted for as per the RBI guidelines. 2003 was Rs. is ignored.schedules forming part of the Consolidated Accounts 5.673. Broken period interest on debt instruments is treated as a revenue item. The market/fair value for the purpose of periodical valuation of quoted investments included in the ‘Available for Sale’ and ‘Held for Trading’ categories would be the market price of the scrip as available from the trades/quotes on the stock exchanges. ICICI Equity Fund. Investments ICICI Bank Limited Investments are valued in accordance with the extant RBI guidelines on investment classification and valuation as under : a) All investments are categorised into ‘Held to Maturity‘. Continued b) c) Other entities In case of investments by ICICI Equity Fund. Such appropriation is carried out at the year end. Total investments of these two subsidiaries amount to Rs. In case of ICICI Securities and Finance Company Limited and its subsidiaries. Other subsidiaries value their investments as per AS 13 “Accounting for Investments“ issued by ICAI. The valuation of non-SLR securities. Reclassifications. is with a mark-up (reflecting associated credit risk) over the YTM rates for government securities put out by FIMMDA. while net depreciation is provided for. ’Available for Sale’ and ‘Trading‘. brokerage. Under each category the investments are further classified under (a) Government Securities (b) other approved securities (c) shares (d) bonds and debentures (e) subsidiaries and joint ventures and (f) others. (net of applicable taxes and statutory reserve requirements) to Capital Reserve. The amount outstanding under these contracts as on March 31. prices declared by Primary Dealers’ Association of India jointly with Fixed Income Money Market and Derivatives Association (‘FIMMDA’) periodically.7 million. if any. Insurance Associates ICICI Prudential Life Insurance Company Limited and ICICI Lombard General Insurance Company Limited are governed by Insurance Act. commission etc. The market/fair value of other than quoted SLR securities for the purpose of periodical valuation of investments included in the ‘Available for Sale’ and ‘Trading’ categories is as per the rates put out by FIMMDA.22.716. d) e) f) Costs such as brokerage.460. ICICI Eco-net Internet and Technology Fund and ICICI Emerging Sectors Fund (schemes of ICICI Venture Capital Fund) value their investments as per Securities and Exchange Board of India (‘SEBI’) guidelines issued from time to time. F41 .9 million. wherever linked to the YTM rates. 7.2 million. ICICI Eco-net Internet and Technology Fund. SGL account transactions. Unrealised gains and temporary losses on investments are recognised as components of investors’ equity and are dealt with under Unrealised Investment Reserve. Net appreciation in each basket if any.14. other than those quoted on the stock exchanges. A provision is made for other than temporary diminution.. ICICI Emerging Sectors Fund and ICICI Strategic Investments Fund. ICICI International Limited values their investments in accordance with International Accounting Standard (IAS) 39 (Financial Instruments: Recognition and Measurement). Securities shall be valued scripwise and depreciation/appreciation aggregated for each category. ‘Held to Maturity’ securities are carried at their acquisition cost or at amortised cost if acquired at a premium over the face value. being unrealised. Total investments of these funds amount to Rs.

F42 .schedules forming part of the Consolidated Accounts 6. the account is reclassified as “Standard” account if arrears of interest and principal are paid by the borrower. The secured portion of the substandard and doubtful assets is provided at 50% over a three-year period instead of five and a half years as prescribed by the RBI. the provision created on fair valuation of the assets at the time of the amalgamation is used. Continued b) d) e) 7.25% to 100%. moderate. To the extent future provisions are required on the assets taken over from ICICI. etc. low. The Bank has incorporated the assets taken over from ICICI in its books at carrying values as appearing in the books of ICICI with a provision made based on the fair valuation exercise carried out by an independent firm. 25% of the normal requirement is held. Fixed assets and depreciation ICICI Bank Limited a) Premises and other fixed assets are carried at cost less accumulated depreciation charged over the estimated useful life of a fixed asset on a “straight line” basis. additional general provisions are determined having regard to overall portfolio quality. Additional provisions are made against specific non-performing assets over and above what is stated above.000 are fully depreciated in the year of purchase. into performing and non-performing assets.63% or over the lease period. For exposures with contractual maturity of less than 180 days. over a minimum of one year. In respect of loan accounts subject to restructuring. For standard assets. if in the opinion of the management. provisions are held for country exposure (other than for home country). Xerox machines. For restructured/rescheduled assets. restricted and off-credit and provisioning made on a graded scale ranging from 0. The rates of depreciation for fixed assets are: Asset Premises owned by the Bank Improvements to leasehold premises ATMs Plant and Machinery like Air conditioners. Further. Items costing less than Rs.33% 25% Depreciation on leased assets is made on a straight-line basis at the higher of the rates determined with reference to the primary period of lease and the rates specified in Schedule XIV to the Companies Act. 1956. high. increased provisions are necessary. economic conditions and other risk factors. whichever is higher 12. very high. Amounts recovered against other debts written off in earlier years and provisions no longer considered necessary in the context of the current status of the borrower are recognised in the Profit and Loss Account. which requires the present value of the interest sacrifice be provided at the time of restructuring. the ability to repay the loan in accordance with the contractual terms. Furniture and Fixtures Motor vehicles Computers Others (including Software and system development expenses) b) c) d) Depreciation Rate 1.63% 1.25% made on standard assets in accordance with the RBI guidelines the Bank maintains general provisions to cover potential credit losses which are inherent in any loan portfolio but not identified. Assets purchased and sold during the year are depreciated on the basis of actual number of days the asset has been put to use. Loss assets and unsecured portion of doubtful assets are fully provided/written off. provision is made in accordance with the guidelines issued by the RBI. The countries are categorised into seven risk categories namely Insignificant. Provisions are generally made on substandard and doubtful assets at rates equal to or higher than those prescribed by the RBI. asset growth. Provision/Write-offs on loans and other credit facilities a) In addition to the general provision of 0. non-performing assets are classified into sub-standard.5. c) All credit exposures are classified as per the RBI guidelines.50% 10% 15% 20% 33. asset category is upgraded to standard account if the borrower demonstrates. In the case of other than restructured loan accounts classified as NPAs. doubtful and loss assets for provisioning based on the criteria stipulated by the RBI. f) In addition to the provisions required to be held according to the asset classification status.

2 million respectively. is charged on written down value method in accordance with the provisions of Schedule XIV of the Companies Act. The resultant gains or losses are recognised in the Profit and Loss Account. as the case may be. if any. ICICI International Limited and TCW/ICICI Investment Partners LLC.5 million respectively. The gross block. The gross block. Contingent Liabilities on account of guarantees. ICICI Securities Inc. Other entities In case of ICICI Securities Limited and its subsidiaries : a) b) c) The gains are recognised only on settlement/expiry of the derivative instruments. depreciation on assets.7 million respectively. 2003 was Rs.5 million and Rs. The gross block.113. Outstanding forward exchange contracts are stated at contracted rates and are revalued at the exchange rates notified by FEDAI for specified maturities and at interpolated rates for contracts of in-between maturities. is charged on written down value method in accordance with the provisions of Schedule XIV of the Companies Act. Continued f) g) 8. Interest income/expense is accrued on Interest Rate Swaps (IRS) and currency swaps designated as hedges and booked in the Profit and Loss Account.9 million. 2003 for these subsidiaries was Rs.43. All open positions are marked to market and the unrealised gains/loss are netted off on a scrip-wise basis. 1956.8 million and Rs. is recorded in the Profit and Loss Account. other than leased assets.3 million. trading currency swaps and foreign currency options. Monetary assets and liabilities are translated at closing exchange rates notified by the Foreign Exchange Dealers’ Association of India (‘FEDAI’) at the balance sheet date and the resulting profits/losses are included in the Profit and Loss Account. Markto-market gains. have been converted at the closing rates on the Balance Sheet date. In case of ICICI Securities and Finance Company Limited and its subsidiaries. Since the exercise price of the option is the closing market price as on the date of grant.2 million and Rs. The impact of such derivative instruments are correlated with the movement of underlying assets and accounted pursuant to the principles of hedge accounting. b) c) Other entities d) Financial statements of foreign subsidiaries/associates – ICICI Securities Holding Inc. The Scheme provides that employees are granted an option to acquire equity shares of the Bank that vests in graded manner. other than leased assets and improvements to leased property.29.76. 9. interest rate and currency swaps and cross currency interest rate swaps to hedge on-balance sheet assets and liabilities or for trading purposes. 206.. 112. accumulated depreciation and net block in respect of such fixed assets as on March 31. Trading IRS.83. Rs.7 million. endorsements and other obligations are stated at the exchange rates notified by FEDAI at the Balance Sheet date. Employee Stock Option Scheme (’ESOS’) The Group has formulated an Employees Stock Option Scheme. outstanding at the Balance Sheet date is marked to market and the resulting loss if any. The swap contracts entered to hedge on-balance assets and liabilities are structured such that they bear an opposite and offsetting impact with the underlying on-balance sheet items. Debit/credit balances on open positions are shown as current assets/liabilities. 2003 for these subsidiaries was Rs. accumulated depreciation and net block in respect of such fixed assets as on March 31. are not recognised. F43 .schedules forming part of the Consolidated Accounts Other entities e) In case of ICICI Venture Funds Management Company Limited. there is no compensation cost. Foreign Currency transactions ICICI Bank Limited a) Revenues and expenditure are translated at the exchange rates prevailing on the date of the transaction. 94. depreciation on assets. The options may be exercised within a specified period. 1956. 10. fixed assets other than leasehold improvements are depreciated at written down value method based on economic lives of the assets as estimated by the management.. Rs. Rs. Accounting for Derivative Contracts ICICI Bank Limited The Bank enters into derivative contracts such as foreign currency options.33. In case of Prudential ICICI Asset Management Company Limited. accumulated depreciation and net block in respect of such fixed assets as on March 31.

....610.. which falls due for redemption on April 20.......000 12....... Options taken over on Amalgamation .. Deferred tax assets are recognised based upon management’s judgement as to whether realisation is considered reasonably certain......... Defined contributions for Provident Fund are charged to the Profit and Loss Account based on contributions made in terms of the scheme............1...... Taxes on income are accrued in the same period as the revenue and expenses to which they relate................... all assets........ Deferred tax assets and liabilities are recognised for the future tax consequences of temporary differences arising between the carrying values of assets and liabilities and their respective tax basis and operating carry forward losses..8 million (2002 : Rs........ Less: Forfeited during the year ....343.... Employee Stock Option Scheme In terms of Employee Stock Option Scheme...... 2002 Option shares outstanding 1.. B............. * F44 13.............. Provision for gratuity and pension for other employees and leave encashment liability is determined as per actuarial valuation........ NOTES FORMING PART OF THE ACCOUNTS Preference Shares Certain Government Securities amounting to Rs....... the maximum number of options granted to any Eligible Employee in a financial year shall not exceed 0.......schedules forming part of the Consolidated Accounts 11.. Outstanding at the end of the year .... 2003 Option shares outstanding Outstanding at the beginning of the year .275 Year ended March 31..........343....015. Translation of the Financial Statements of Foreign Representative Offices In accordance with the guidelines issued by the Reserve Bank of India......304...125 4............05% of the issued equity shares of the Bank at the time of grant of the options and aggregate of all such options granted to the Eligible Employees shall not exceed 5% of the aggregate number of the issued equity shares of the Bank subsequent to the amalgamation of ICICI.............. Current period taxes are determined in accordance with the Income Tax Act.....625 — — 730. Deferred tax assets and liabilities are measured using tax rates and tax laws that have been enacted or substantially enacted by the balance sheet date.244...... 1..610.................735..... income and expenditure of the foreign representative offices of the Bank have been converted at the closing rate prevailing on the balance sheet date..350 3.... 12.. liabilities. I CAPS and I PFS with the Bank and the issuance of equity shares by the Bank pursuant to the amalgamation of ICICI.800 43......... Staff benefits For employees covered under group gratuity scheme and group superannuation scheme of LIC................. 2....... 13. Exercised during the year .6 million) have been earmarked against redemption of preference share capital... Add: Granted during the year .. 2018 as per the original issue terms...500 — 13... In terms of the Scheme..200 * 7..625 options) granted to eligible employees were outstanding as at March 31. gratuity and superannuation charged to Profit and Loss Account is on the basis of premium charged by LIC....... Deferred tax adjustments comprise of changes in the deferred tax assets or liabilities during the year....... The impact on account of changes in the deferred tax assets and liabilities is also recognised in the income statement...... 12............ 2003.. Stock option activity A summary of the status of the Bank’s option plan is presented below: Year ended March 31... ............. 1961..625 Continued Represents options granted to option holders of erstwhile ICICI Limited in the share swap ratio.1. Deferred tax assets are recognised only after giving due consideration to prudence.......636.....343......... Income Tax Income tax expense is the aggregate amount of current tax and deferred tax charge.....275 options (2002 : 13.......... I CAPS and I PFS with the Bank....

............144.88..3 192. 132...683... Repurchase Transactions During the current year.9 million which are in the process of being registered in the name of the Bank..9 9.0 million) which carry a detachable warrant entitling bondholders to a right to receive an amount linked to the BSE Sensitive Index (Sensex) per terms of the issue................. 4.. the Bank has changed its method of accounting repurchase transactions and reverse repurchase transactions.. A composition of deferred tax assets and liabilities into major items is given below : Rupees in million Particulars Amortisation of premium on investments ......... The liability of the Bank arising out of changes in the Sensex has been hedged by earmarking its investments of an equivalent amount in the UTI Index Equity Fund whose value is based on the Sensex. the Group has recorded net deferred tax asset of Rs.053.....schedules forming part of the Consolidated Accounts 3...130........ 2002 the Bank revised the useful life of the ATMs to 8 years based on an evaluation done by the management...... such investments amounted to Rs............660.... Investments also include government securities amounting to Rs.......... 1........4 13.... the depreciation charged for the current year was lower by Rs....570......0 241.. 703...8 1........ For ICICI Emerging Sectors Fund and ICICI Equity Fund.8 million................. 2003. 1...781.... Deferred Tax On March 31..1 Continued F45 . Fixed Assets and Depreciation The Bank depreciated Automatic Teller Machines (‘ATMs’) over its useful life estimated as 6 years or over the lease period for ATMs taken on lease......516.053......164..... The impact due to the aforementioned change on the Profit and Loss Account for the year ended March 31...... Effective April 1. (2002 : Deferred tax liability of Rs........2 million respectively.3 million and Rs........8 Less: Deferred Tax Liability Depreciation on fixed assets .........430.1 8...... 1...470...2 7...9 million. Others .....991... These transactions have been accounted for as a sale and forward purchase or purchase and a forward sale transactions in the current year as against a borrowing or lending transaction in the previous year........... 2002 85. (2002 : Rs.. 5.....9 9..... Investments include shares and debentures amounting to Rs.............. Provision for bad and doubtful debts ....... 2003 527.....6 (1.......3 14............938........... 7...................3 10...... 5. The net impact of the same on the profit and loss account is not material............. the Bank has changed the methodology for ascertaining the carrying cost of fixed income bearing securities from Weighted Average Method to First-In-First-Out Method........ 9....9 Net Deferred Tax Asset/(Liability) ..... 2003 has resulted into a profit amounting to Rs.... 2002...........275.............. 3......470..5 million) which has been included in other assets..5 million (representing face value of securities) pledged with certain banks and institutions for cheque drawal and clearing facilities..1 879..0 million........... Accordingly.... March 31................. The Bank has not issued any subordinated debt during the current year.................2 million.. Subordinated debt Subordinated debt includes Index bonds amounting to Rs.5) March 31.....95....... Others ...29. 5...... 6................ Investments Effective April 1.......

......8 106.... Basic earnings per share is computed by dividing net profit after tax by the weighted average number of equity shares outstanding for the year...583.........00 March 31.........................583...... • 613.......................) ......311 2.........129.. Remuneration paid to the Whole-time Directors of ICICI Bank Limited during the year ended March 31...... 10.............. Includes transactions with ICICI Prudential Life Insurance Company Limited and ICICI Lombard General Insurance Company Limited which have been accounted for as joint ventures in the consolidated financial statements. Related party transactions ICICI Bank has entered into transactions with the following related parties : • • Affiliates of the Bank...... Net Profit .................... 41...... Earnings Per Share (’EPS’) The Group reports basic and diluted earnings per equity share in accordance with Accounting Standard-20 (AS-20)....72.....031..........) ...510.................. The computation of Earnings per Share is set out below : Rupees in million except per share data March 31..........1 Assets under operating lease The future lease rentals are given in the table below : Rupees in million Period Not later than one year .... F46 March 31..... Diluted earnings per share is computed using the weighted average number of equity shares and dilutive potential equity shares outstanding during the year.......79 613.........5 92.77 10....schedules forming part of the Consolidated Accounts 8...) ................... Earnings per Share.....6 472... Net Profit ........ Later than one year and not later than five years ...............724 shares issued on amalgamation of ICICI Limited have been considered for computation of weighted average number of equity shares......) ......) . Earnings per Share (Rs.......................0 1.. 2003 Basic Weighted Average no......750.......................................................311 2....61 *222............510............... 2003 was Rs....... 9....... Assets under lease 10.......... of equity shares outstanding (Nos.......26..................... Earnings per Share (Rs..........................520 18.295 11......0 11.............0 11...9 545..................569 11.............................................5 ........................ 2002 *222............ 2003 111.... Total ... Nominal Value per share (Rs.............. Diluted Weighted Average no....61 10...............................0 million.............................................. Whole-time Directors of the Group Continued The related party transactions can be categorised as follows: Rupees in million Associates Deposits Receiving of services Insurance Premium paid (1) (1) & (2) Whole-time Directors 20........3 — — Total 181....8 106..............520 18.......... TCW/ICICI Investment Partners L.........L............C...........8 92......0 (2) Prudential ICICI Asset Management Company Limited...00 39.0 161.................. of equity shares outstanding (Nos.. Prudential ICICI Trust Limited. Later than five years ..

2003..... 11.................... ICICI Advantage Fund and Strategic Investor Fund........ Unmatured finance charges ....1 1..6 (3)/2002-IF dated January 28...0 Continued • F47 ..........2 Assets under finance lease The future lease rentals are given in the table below : Rupees in million Period Total of future minimum lease payments ..................... March 31.......... which arises on account of Rupee-tying Agreements with the Government of India.................... the Government of India has agreed to extend support to the Exchange Risk Administration Fund (‘ERAF’)......................................... Other a.. Present value of lease payments ..0 818.. Maturity profile of total of future minimum lease payments Not later than one year ... ICICI Equity Fund.128........................... a claim will be made on the Government of India through IDBI......................................... the investment banking business of ICICI Securities & Finance Company Limited and its subsidiaries ICICI Venture Funds Management Company Limited.. The Bank can claim from the positive balance in the ERAF account maintained by the Industrial Development Bank of India (IDBI) to the extent of the deficit in the ERAS Exchange Fluctuation Account..... 12..................7 million (debit). Later than five years .9 166... The Government of India has foreclosed the scheme vide their letter F No........... Total .... the following have been considered as reportable segments : • • Commercial Banking comprising the retail and corporate banking business of the Bank and ICICI Home Finance Company Limited........... If the balance in the ERAF account with IDBI is insufficient.6 million...9 163.... ICICI Eco-net Internet & Technology Fund... 923........ ICICI Technology Incubator Fund.161.....................1 342............. ‘Corporate Banking’................................ under the business segments ‘Retail Banking’...... in accordance with AS 17 on Segment Reporting issued by ICAI. Investment Banking comprising the rupee and forex treasury of the Bank.................................0 831......... Exchange Fluctuation Exchange Fluctuation aggregating Rs.. c...... whose individual business is presently not material in relation to the consolidated financials.................. ........493... Prudential ICICI AMC Limited.... ‘Treasury & Corporate Office’ and ‘Others’................... Exchange Risk Administration Scheme Under the Exchange Risk Administration Scheme (‘ERAS’).. ICICI Prudential Life Insurance Company Limited............................. is held in “Exchange Fluctuation Suspense with Government Account” pending adjustment at maturity on receipt of payments from the Government for repayments to foreign lenders..................... Consequent to the merger of erstwhile ICICI Limited and two of its subsidiaries ICICI PFS Limited and ICICI Capital Services Limited with the Bank.6 million has been shown against the account “Amount payable to GOI under ERAS”.. Swap suspense (net) Swap Suspense (net) aggregating Rs........... ........ Later than one year and not later than five years ... 2003 1.... which arises out of conversion of foreign currency swaps............. ICICI Property Trust.... Others comprising....schedules forming part of the Consolidated Accounts 10..... Information about Business and Geographical segments The Bank had been reporting segmental results........1 The total amount payable to the Government of India under the scheme amounting to Rs........................................... Prudential ICICI Trust Limited. is held in “Swap Suspense Account” and will be reversed at conclusion of swap transactions with swap counter parties.. ICICI Lombard General Insurance Company Limited...161............ ICICI International Limited... TCW/ICICI Investment Partner LLC.............. ICICI Emerging Fund.......... ICICI Information Technology Fund.............. when it is in deficit and recoup its contribution in the event of surplus....... b....

472.5) 2.585.3 Commercial Banking Current year Previous year Investment Banking Current year Previous year Others Current year Previous year Total Current year Previous year 94.8 — 4.663.270.0 — — 1.757. 9.4 10.3 8.0 29. provision.515.0 2.6) — — — 13.0 — — — 11. 6.986.981.0 — 7.7 — 19.400.506.7 1.0 — (973. — — — — — — — — — — — — (3.9) 16. Revenue (before profit on sale of shares of ICICI Bank Limited held by erstwhile ICICI Limited) Less: Inter segment Revenue Total Revenue (1) -(2) Operating Profit (i.923.156. 16. — 1. Profit before unallocated expenses.0 — — 7. 4. Segment assets Unallocated assets Total assets (11)+(12) Segment liabilities Unallocated liabilities Total liabilities (14)+(15) 692.058.1 — — 297.094.500.250.3 10.0 2.014.4 (8.1 (180.0 1.068.373.3 — 5.331.171.171.0 2.910.616.0) 1.262.577.3 — 4.384.3 — 5. extraordinary profit.schedules forming part of the Consolidated Accounts Continued Based on such allocations.680.2) 27.094.8 30. 3.550. — — 11.9 — — 5.873.520.2 — — 678.9 — — — — — 130.0 1.066.9 — — 808.331. The assets and income from foreign operations are immaterial.6) — — 17.e.068.397.330.328.3 7.7 1.338.0) 11.1 — — 8. 2003 and segmental Profit & Loss Account for the year ended March 31.370.085.075. 9. 15.0 — 1. 2003 have been prepared.132.4 1.099.0 The business operations of the Bank are largely concentrated in India.3 (43.4 — — 22. segmental Balance Sheet as on March 31. 14.303.6 — — 281.2 (7. 13. Rupees in million Business segments Particulars 1.147.326.955.1 — 1.246.383.536.895.285.298.0 — (973.383.8 — — 18.607. and tax) Unallocated expenses Profit on sale of shares of ICICI Bank Limited held by erstwhile ICICI Limited Provisions (including accelerated / additional provision) Profit before tax (4)-(5)-(6)-(7) Income tax expenses (net) / (net deferred tax credit) Net Profit (8)-(9) Other Information 11.539. F48 .279.2 — — 740.331.094.910. 12.0 310.7 — — 361.2 (3.3 — — 30. Activities outside India are restricted to resource mobilisation in international markets.6) 122.3 1.8 — — 4.7 1. 17.9 — — 374.176.0 2.102.

2. 2003 JYOTIN MEHTA General Manager & Company Secretary N. 3. Additional disclosures Additional statutory information disclosed in separate financial statements of the Parent and the Subsidiaries having no bearing on the true and fair view of the Consolidated Financial Statements and also the information pertaining to the items which are not material have not been disclosed in the Consolidated Financial Statement in view of the general clarification issued by ICAI. 2002. KAMATH Managing Director & CEO KALPANA MORPARIA Executive Director CHANDA D. 4. current year figures are not comparable with those of the previous year. VAGHUL Chairman LALITA D. Consequent to AS 27 becoming mandatory with effect from April 1. Hence. GUPTE Joint Managing Director NACHIKET MOR Executive Director S. KOCHHAR Executive Director BALAJI SWAMINATHAN Senior General Manager G. 15. MUKHERJI Executive Director Place : Mumbai Date : April 25. ICICI Prudential Life Insurance Company Limited ICICI Lombard General Insurance Company Limited Prudential ICICI Asset Management Company Limited Prudential ICICI Trust Limited Relation during current year Joint Joint Joint Joint Venture Venture Venture Venture Relation during previous year Subsidiary Subsidiary Associate Associate Continued Figures of the previous year have been regrouped to conform to the current year’s presentation. 14. Name of the Company No. I PFS and I CAPS with the Bank effective March 30. VENKATAKRISHNAN General Manager Accounting & Taxation Group F49 . 1. V. Profit on sale of shares Profit on sale of shares in ICICI Bank Limited is in respect of the shares held by erstwhile ICICI Limited and transferred to a Board of Trustees as per the Scheme of Amalgamation. the previous year figures include the results of those entities for only two days. 2002.S. the accounting treatment for consolidation during the current year in case of following entities is different from the previous year : Sr.schedules forming part of the Consolidated Accounts 13. Comparative figures Consequent to the merger of ICICI. KANNAN Chief Financial Officer & Treasurer K. Signatures to Schedules 1 to 19 For and on behalf of the Board of Directors N.

........................ Loss on sale of fixed assets ............ Adjustments for : (Increase)/Decrease (Increase)/Decrease Increase/(Decrease) Increase/(Decrease) (Increase)/Decrease Increase/(Decrease) 2002-2003 7..............900 128.........................................373...674........ Net (appreciation)/depreciation on investments .127............. V.....................321 (971.......................................... Cash and Cash Equivalents on Amalgamation ...... Net Cash Generated from Financing Activities .... For and on behalf of the Board of Directors N............958......338) 6..............586 30..........876 26.......... 2003 and March 31.177...........................................................................................404 (244...................842 (16..033..........788 (153.....053........................... For N....442...936............ RAIJI & CO...................052 (7.. 2003 Company Secretary Treasurer Accounting & Taxation Group AUDITORS’ CERTIFICATE We have verified the attached consolidated cash flow statement of ICICI BANK LIMITED which has been compiled from and is based on the audited consolidated financial statements for the years ended March 31................ VENKATAKRISHNAN Place : Mumbai General Manager & Chief Financial Officer & General Manager Date : April 25..285......968) (63.... Payment of taxes (net) ........................................................905) — 2.... 2003 (Rs........... Other liabilities and provisions ........775 2....................912 641........489 5.......900 66...801 92........011 (5............996 2001-2002 2.. M.......................070.135) — (49.......................114.746) (148................687 14.. Cash flow from Financing Activities Proceeds from issue of share capital .....R................................................. Net Cash Generated from Investing Activities ........627 65......397) 2............ MEHTA Partner a Partner Place : Mumbai Date : April 25.......................237....275............................. BATLIBOI & CO.......... 2003 SCHEDULE 19 – Consolidated Cash Flow Statement for the year ended March 31....... Advances . MUKHERJI BALAJI SWAMINATHAN Executive Director Senior General Manager JYOTIN MEHTA N..314....283) 1...299............199) 103............................ Cash flow from Investing Activities Purchase of fixed assets ......335...........674.....437...727 35.... Deposits .......................725) 10...627 in in in in in in Investments ...................298 17.........423 (2.....595... Borrowings .............. Net Increase/(Decrease) in Cash and Cash Equivalents Cash and Cash Equivalents as at April 1st .......074) 157............................ Effect of De-consolidation of Subsidiaries on Cash & Cash Equivalents ............776) 315 (17........ GANDHI per VIREN H.......594.............................................201............496...631) 128...........925 648 6.....884) 23..cash flow statement forming part of the Consolidated Accounts for the year ended March 31...............882) (568) (C) (D) (E) (18................704.............. Net Cash Generated from Operating Activities ......282 (14.....473) (74......292) 22. it has been prepared pursuant to the requirements of Listing Agreements entered into by ICICI Bank with stock exchanges.................................839.. For S......848) (60....477....956) (7... Proceeds from sale of fixed assets ...... VAGHUL K..615 63......822.......................... GUPTE KALPANA MORPARIA Joint Managing Director Executive Director NACHIKET MOR CHANDA D..........752) (2.......924.682.........................S...........824 (137....735................ (A) (B) (A)+(B)+(C)+(D)+(E) Cash and cash equivalents represent ‘Cash and balances with Reserve Bank of India’ and Balances with banks and money at call and short notice................... Chartered Accountants Chartered Accountants JAYESH M.187) 7............. KOCHHAR Executive Director Executive Director S...069............282 (236..... Other assets ..434.038 68.......231) 157............ KANNAN G......389 788................ KAMATH Chairman Managing Director & CEO LALITA D...908 (1........084................................... Provision in respect of non-performing assets (including prudential provision on standard assets) ......737.............. Adjustments for : Depreciation on fixed assets ......................... Dividend and dividend tax paid ....... 2002................. in ‘000) Particulars Cash Flow from Operating Activities Net profit before taxes ......... Provision for contingencies & others ..556.... Proceeds from issue of subordinated debt .... Cash and Cash Equivalents as at March 31st ....395..............990 (84......... To the best of our knowledge and belief and according to the information and explanations given to us. 2003 F50 ....................................899...................................

.............................................................. 2001...................................................................................................................................................................................................................... F56 Consolidated statements of cash flows .....................F59 ...........................F57 Notes to the consolidated financial statements ................................................................................................ 2002 AND 2003 PREPARED IN ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (US GAAP) contents Independent Auditors' Report .......................................................F54 Statements of stockholders’ equity and other comprehensive income ...................................................................................................F53 Consolidated statements of operations .........................F52 Consolidated balance sheets ...................ICICI BANK LIMITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED MARCH 31............................................................................................

independent auditors’ report
To the Board of Directors and Stockholders of ICICI Bank Limited
We have audited the accompanying consolidated balance sheets of ICICI Bank Limited and subsidiaries as of March 31, 2002 and 2003, and the related consolidated statements of operations, stockholders’ equity and other comprehensive income, and cash flows for each of the years in the three-year period ended March 31, 2003. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of ICICI Bank Limited and subsidiaries as of March 31, 2002 and 2003, and the results of their operations and their cash flows for each of the years in the three-year period ended March 31, 2003, in conformity with accounting principles generally accepted in the United States of America. As discussed in Note 1 to the consolidated financial statements, effective April 1, 2001, the Company adopted the provisions of SFAS No. 142, Goodwill and Other Intangible Assets and SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended by SFAS No. 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities. As discussed in Note 1 to the consolidated financial statements, effective October 1, 2002, the Company adopted the provisions of SFAS No. 147, Acquisitions of Certain Financial Institutions, retroactive to April 1, 2001, the adoption date of SFAS No. 142. The United States dollar amounts are presented in the accompanying consolidated financial statements solely for the convenience of the readers and have been translated into United States dollar on the basis described in Note 1 to the consolidated financial statements.

KPMG Mumbai, India June 28, 2003

F52

consolidated balance sheets
(in millions, except share data) at March 31, 2002 (1) 2003 2003 Convenience translation into USD (unaudited) USD 1,524 834 5,626 198 78 55 13,258 910 446 48 101 107 135 262 1,240 24,822 9,591 741 549 885 910 8,429 18 — 355 9 1,392 22,879

Rs. Assets Cash and cash equivalents Trading assets Securities: Available for sale Non-readily marketable equity securities Venture capital investments Investments in affiliates Loans, net of allowance for loan losses, security deposits and unearned income Customers’ liability on acceptances Property and equipment, net Assets held for sale Goodwill Intangible assets, net Deferred tax assets Interest and fees receivable Other assets Total assets Liabilities Interest bearing deposits Non-interest bearing deposits Trading liabilities Short-term borrowings Bank acceptances outstanding Long-term debt Redeemable preferred stock Other borrowings Taxes and dividends payable Deferred tax liabilities Other liabilities Total liabilities Commitments and contingencies (Note 29) Minority interest Stockholders’ equity : Common stock at Rs. 10 par value: 800,000,000 and 1,550,000,000 shares authorized as of March 31, 2002 and 2003; Issued and outstanding 392,672,724 and 613,034,404 shares as of March 31, 2002 and 2003, respectively Additional paid-in capital Retained earnings Deferred compensation Accumulated other comprehensive income Total stockholders’ equity Total liabilities and stockholders’ equity See accompanying notes to the consolidated financial statements.
(1) As restated for reverse acquisition and adoption of SFAS No. 147

Rs. 72,453 39,634 267,499 9,418 3,704 2,615 630,421 43,252 21,215 2,306 4,787 5,118 6,423 12,472 58,946 1,180,263 456,051 35,239 26,086 42,095 43,252 400,812 853 — 16,880 460 66,198 1,087,926

41,476 42,376 47,857 8,268 3,921 10,086 523,601 4,783 12,577 2,029 2,250 — 7,295 9,482 27,361 743,362 7,380 — 17,105 70,804 4,783 511,458 772 5,787 11,050 1,144 41,471 671,754

260

124

3

3,922 42,036 26,229 (7) (832) 71,348 743,362

6,127 64,863 18,246 — 2,977 92,213 1,180,263

129 1,364 384 — 63 1,940 24,822

F53

consolidated statements of operations
(in millions, except share data) for the year ended March 31, 2001(1) 2002(2) 2003 2003 Convenience translation into USD (unaudited) USD 1,579 358 58 24 44 2,063 547 1,013 81 65 44 1,750 313 413 (100) 120 65 (27) 20 59 2 22 — — 2 15 278 113 264 13 390

Rs. Interest and dividend income Interest and fees on loans Interest and dividends on securities Interest and dividends on trading assets Interest on balances and deposits with banks Other interest income Total interest and dividend income Interest expense Interest on deposits Interest on long-term debt Interest on short-term borrowings Interest on trading liabilities Other interest expense Total interest expense Net interest income Provision for loan losses Net interest income/(loss) after provision for loan losses Non-interest income Fees, commission and brokerage Net gain on trading activities Net gain/(loss) on venture capital investments Net gain/(loss) on other securities Net gain on sale of loans and credit substitutes Foreign exchange income/(loss) Software development and services Gain on sale of stock of subsidiaries/affiliates Gain/(loss) on sale of property and equipment Rent Other non-interest income Total non-interest income Non-interest expense Salaries and employee benefits General and administrative expenses Amortization of goodwill and intangible assets Total non-interest expense Income/(loss) before equity in earning/(loss) of affiliates, minority interest, income taxes and cumulative effect of accounting changes Equity in earning/(loss) of affiliates Minority interest Income/(loss) before income taxes and cumulative effect of accounting changes Income tax (expense)/benefit Income/(loss) before cumulative effect of accounting changes Cumulative effect of accounting changes, net of tax Net income/(loss) F54 75,272 499 2,837 910 586 80,104 490 56,830 9,123 1,446 4 67,893 12,211 9,892 2,319 5,317 847 62 (1,776) 705 (108) 701 2,507 (31) 413 606 9,243 1,877 3,342 260 5,479

Rs. 75,237 1,447 1,715 368 100 78,867 744 59,798 7,717 911 350 69,520 9,347 9,743 (396) 4,703 2,442 (316) (3,256) 1,979 78 1493 165 29 310 521 8,148 2,980 4,616 — 7,596

Rs. 75,080 17,022 2,754 1,151 2,096 98,103 26,033 48,163 3,829 3,114 2,069 83,208 14,895 19,649 (4,754) 5,722 3,075 (1,278) 956 2,795 92 1,062 — 16 117 696 13,253 5,383 12,581 645 18,609

6,083 735 1 6,819 (189) 6,630 — 6,630

156 294 83 533 (251) 282 1,265 1,547

(10,110) (958) 24 (11,044) 3,061 (7,983) — (7,983)

(212) (20) — (232) 64 (168) — (168)

Earnings per equity share: Basic (Rs.22 3.72 3. Restated for reverse acquisition and adoption of SFAS No.30) — (0.81 0.72 3.30) 393 393 393 393 563 563 563 563 F55 .) Net income/(loss) before cumulative effect of accounting changes Cumulative effect of accounting changes Net income/(loss) Earnings per equity share: Diluted (Rs. (1) (2) Restated for reverse acquisition.) Net income/(loss) before cumulative effect of accounting changes Cumulative effect of accounting changes Net income/(loss) Weighted average number of equity shares used in computing earnings per equity share (millions) Basic Diluted See accompanying notes to the consolidated financial statements.94 (14.18) (0.88 0. except share data) for the year ended March 31.22 3.81 — 16.94 (14.18) — (14.30) — (0.30) 16.18) (0.consolidated statements of operations (in millions. 16.18) — (14.88 — 16. 2001(1) 2002(2) 2003 2003 Convenience translation into USD (unaudited) USD Rs. 147. Rs. Rs.

F56 .914 (9.674) 14 4. 147.731 — 101.174) 92.250 — — — — — — — — — 392.000 — — — — — — 613. of Shares (1) Balance as of March 31. except share data) Accumulated Other Comprehensive Income.242 (605) 6.statements of stockholders’ equity and other comprehensive income (in millions.283 84 4.908 — 3 37 1. 2000 392.229 — — — — — — — (7.962. (1) (2) Restated for reverse acquisition. 70.547 — — — (9.246 384 Deferred Compensation Rs.940 Effect of reverse acquisition on capital structure Common stock issued on exercize of stock options Amortization of compensation Increase in carrying value on direct issuance of stock by subsidiary Tax effect of increase in carrying value on direct issuance of stock by subsidiary Comprehensive income Net income Net unrealized gain/(loss) on securities. 11 per common share) Balance as of March 31.630 — — — (772) — 34. 1 per common share) Other Balance as of March 31.832 (3.922 — — — — — — — 3.774 — 16.555 — 40 7 (7. net of realization Translation adjustments Comprehensive income/(loss) Cash dividends declared (Rs.242 (605) — — — — — 123 42.630 (1. 7.724 118.204) 8.970 (772) 139 75.926) — — — — — — — — — 16 3.926 3 — 1. Net of Tax Rs. 37.731 78 — 2.028 409 — 12. 28.395. Restated for reverse acquisition and adoption of SFAS No.213 1.922 — 26 1547 3.514) 71.404 Amount Rs. (70) — — 37 — — — — — — — — (33) — 26 — — — — — (7) — — — — — — 7 — — — — — — Total Stockholders’ Equity Rs.983) — — — 18.863 1.204 — — — — — — — — — Additional Paid-In Capital Rs. 2003 (US$) (unaudited) — (101.336 — 40 — — — — — 64.283 84 — — (832) — — — — — — — — 3.838 409 8.199) — — — 3.949 — 3. 2002(2) Common stock issued on reverse acquisition Fair value of stock options assumed on reverse acquisition Treasury stock arising due to reverse acquisition Sale of treasury stock Common stock issued on exercise of stock options Increase in carrying value on direct issuance of stock by subsidiary Amortization of compensation Comprehensive income Net income/(loss) Net unrealized gain/(loss) on securities.036 10.204 3.949 — — — — — — — 6.364 Retained Earnings Rs. net of realization Translation adjustments Comprehensive income/(loss) Cash dividends declared (Re.655.015 101.672. 2003 Balance as of March 31.348 12.922 1.731 78 (4.514) 26.395. net of realization Translation adjustments Comprehensive income/(loss) Balance as of March 31.338 — — — — — 6.347 3. (2.949) 1.983) 3.539) — — — — — — (1.395.024 700 — — — — — — 392. of Shares — — — — — — — — — — — — — — — — — — — — — — — Amount Rs. 2001 Common stock issued on exercise of stock options Amortization of compensation Comprehensive income Net income Net unrealized gain/(loss) on securities.034.977 63 Common stock No.036 — — — — — — — 42.196 — — 1.672.190 — Treasury Stock No. — — — — — — — — — — — — — — — — — — — — — — — (8.674) 14 — — — (4.127 129 — — — — — — — — See accompanying notes to the consolidated financial statements.

Operating activities Net income/(loss) Adjustments to reconcile net income to net cash (used in)/provided by operating activities: Provision for loan and other credit losses Depreciation Amortization Deferral of discounts and expenses on borrowings Deferred income tax Unrealised loss/ (gain) on trading securities Unrealised loss on venture capital investments Other than temporary decline in value of other securities Unrealised loss/ (gain) on derivative transactions Undistributed equity in earning/ (loss) of affiliates Minority interest (Gain)/loss on sale of property and equipment.756 — 148 4.649 2.161) (1.783) 4.547 Rs.095) (27) (24) — 14.830 4.348) (117) 1.268) (1.422 (1.183) (146) 11 (36) 2.015) 640 28.071 (24) F57 .278 2.243) (6.892 663 1.093) 413 51 122 13 (91) (2) 27 44 (21) 20 (1) — (20) — (59) — 630 (63) (721) (287) 122 98 107 — (15.091 — (717.150) — 684.352 552 14.307 (3. except share data) for the year ended March 31.480 190 (9) (83) (29) (349) (165) (1.439 (1.691) 98.663 5.990) (34.795) — 29.159) (143) 25.549 (861) (5.213 (4.944 (2. net Purchase of property and equipment Proceeds from sale of property and equipment Investments in affiliates Payment for business acquisition.153 (107) (2.245) (80) 300 3.765) (1.098 (1.230) (4.532 786 1. 1.339) 136 — 1.835 — (735) (1) 31 (121) (2. net (Gain)/loss on sale of securities available for sale Gain on sale of subsidiary’s stock Gain on sale of loans Cumulative effect of accounting changes.389) (4.769 207 — — (56.857) (1.825) 10.979) (1. (7.164) — (68.265) (23.583 (12. 2001 1999 2002(1) 2000 2003 2001 2003(1) 2001 Convenience translation into USD (unaudited) Rs.487 (1.943) 504 (1.701) 128 (1.868) (3.193 1.180 1.785) 145 (1.512 53 183 302 69.094) — — 1.009) 958 (24) (16) (956) — (2.692 19.421) 3.043) (504) (2.507) (705) — 10. net of tax Change in assets and liabilities Trading account assets Interest and fees receivable Other assets Trading account liabilities Taxes payable Other liabilities Net cash (used in)/provided by operating activities Investing activities Purchase of held to maturity securities Purchase of available for sale securities Purchase of venture capital investments Purchase of non-readily marketable equity securities Proceeds from sale of held to maturity securities Proceeds from sale of available for sale securities Proceeds from sale of venture capital investments Proceeds from sale of non-readily marketable equity securities Proceeds from sale of subsidiary’s stock Origination of loans.656) 5.950) (108. for the year ended March 31.438 5.consolidated statements of cash flows (in millions.302) 879 15. net of cash acquired Net cash (used in)/provided by investing activities 6.630 Rs.075 (97.815 607 (4.401 4 — — (1.983) USD (168) 9.295) (13.

205 1.979) — 13. except share data) for the year ended March 31.476 Rs.174) 71.586 866 3.188 1.995) — (14) 10.050 21. 158.587 4.905 (142.948) 118.919 2.514) (13.477 (36. 1.977 41.982 — (1.308 (28. net Proceeds/ Repayment from short-term borrowings.476 72.674) 66.957 57.453 USD 3.979 — — 30.019) — — 390 (9.787 158.329 (633) — 224 (2.731 8.812 22 14 95 — 109 — — — — — — (37.consolidated statements of cash flows (Contd.495 — 5.144 2.027 673 4.577) 142 465 (775) 89.965.204 — 182.204 798 — 173 F58 .524 8. net Proceeds from other borrowings Proceeds from issuances of long-term debt Repayment of long-term debt Redemption of redeemable preferred stock Proceeds from issuance of common stock Proceeds from issuance of common stock by subsidiary Cash dividends paid Net cash provided by/(used in) financing activities Effect of de-consolidation of subsidiary on cash and cash equivalents Effect of exchange rate on cash and cash equivalents Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year Supplementary information: Cash paid for: Interest Taxes Non-cash items: Foreclosed assets Conversion of loan to equity shares Transfer of securities from held to maturity category to available for sale category Change in unrealized gain/(loss) on securities available for sale.957 41.283 86.290 (30.143 1.131 30.628) — 277 — — 569 — — 652 872 1. net Acquisitions Fair value of net assets acquired.118) — 10. 147 Rs.361) (14) (40. (1) Restated for reverse acquisition and adoption of SFAS No.519 30. excluding cash and cash equivalents Shares issued Treasury stock See accompanying notes to the consolidated financial statements.) (in millions.852) 5.015 (112. 2001 2002(1) 2003 2003(1) Convenience translation into USD (unaudited) Rs.047) (9. Financing activities Increase in deposits.631 (124.505 1.024 1.155 — — 26.

2003. intangible assets and deferred tax assets. The functional currency of each entity within the Company is its respective local currency. ICICI Bank (which for periods prior to April 1. Resulting translation adjustments are reflected as a component of accumulated other comprehensive income. or at any other certain date. and the consolidated statements of operations. Basis of preparation The accounting and reporting policies of the Company used in the preparation of these consolidated financial statements reflect general industry practices and conform to generally accepted accounting principles in the United States (US GAAP). 2003. India. the Company has an interest in the software development and services business. Management believes that the estimates used in the preparation of the consolidated financial statements are prudent and reasonable. Effective April 1. Solely for the convenience of the readers. and revenues and expenses are translated at average exchange rates for the year. treasury products and services.notes to the consolidated financial statements 1. The actual results could differ from these estimates. The Company is headquartered in Mumbai. as further described in Note 2. which are more than 50% owned and controlled. as certified for customs purposes by the Federal Reserve of New York of USD 1 = Rs. Principles of consolidation The consolidated financial statements include the accounts of ICICI Bank and all of its subsidiaries. Further. 2001 and 2002. As such. venture capital finance. The transaction has been treated as a reverse acquisition for financial reporting purposes with ICICI (the ‘acquirer’) as the accounting acquirer and is further discussed in Note 3. 2002. Prior period financial statements have been restated with no resultant impact on net income or stockholders’ equity. F59 . The consolidated balance sheet as of March 31. determining the level of allowance for loan losses and assessing recoverability of goodwill. Foreign currencies The consolidated financial statements are reported in Indian rupees (Rs. the national currency of India. 2002. presented herein. broking and insurance. All significant inter company accounts and transactions are eliminated on consolidation.55. are those of the acquirer. investment banking. 2002 is referred to as the ‘acquiree’) and ICICI Limited (ICICI) consummated a transaction whereby shareholders of ICICI were issued shares of the acquiree in the ratio of 1:2. for cable transfers in Indian rupees. The Company accounts for investments in common stock of affiliates by the equity method where its investment in the voting stock gives it the ability to exercise significant influence over the investee. The preparation of consolidated financial statements in conformity with US GAAP requires that management makes estimates and assumptions that affect the reported amount of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements and the reported income and expense for the reporting period. Accordingly. even though the acquiree is the surviving legal entity subsequent to the reverse acquisition.). The assets and liabilities of the Company’s foreign operations are translated into Indian rupees at current exchange rates. The Company makes estimates for valuation of derivatives and securities. could have been or could be converted into United States dollars at such a rate or any other certain rate on March 31. Significant accounting policies Overview ICICI Bank Limited (ICICI Bank) together with its subsidiaries and affiliates (collectively. 2003. working capital finance. 47. No representation is made that the Indian rupee amounts have been. cash flows and stockholders’ equity and other comprehensive income for the year ended March 31. such investees are no longer consolidated but are accounted for by the equity method. they include the acquirer’s less than majority ownership interest in the acquiree accounted for by the equity method. where no ready market exists. retail banking. the financial statements as of and for the year ended March 31. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. the Company) is a diversified financial services group providing a variety of banking and financial services including project and corporate finance. The consolidation of the Company’s majority ownership interest in two insurance companies acquired in each of fiscal 2001 and 2002 has now been deemed inappropriate because of substantive participative rights retained by the minority shareholders. have been translated into United States dollar at the noon buying rate in New York City on March 28.

notes to the consolidated financial statements
Continued
Revenue recognition Interest income is accounted on an accrual basis except in respect of impaired loans, where it is recognized on a cash basis. Income from leasing and hire purchase operations is accrued in a manner to provide a fixed rate of return on outstanding investments. Fees from activities such as investment banking, loan syndication and financial advisory services are accrued based on milestones specified in the customer contracts. Fees for guarantees and letters of credit are amortised over the contracted period of the commitment. Revenues from software development and services comprise income from time-and-material and fixed-price contracts. Revenue with respect to time-and-material contracts is recognized as related services are performed. Revenue with respect to fixed-price contracts is recognized in accordance with the percentage of completion method of accounting. Provisions for estimated losses on contracts-in-progress are recorded in the period in which such losses become probable based on the current contract estimates. Cash equivalents The Company considers all highly liquid investments, which are readily convertible into cash and have contractual maturities of three months or less from the date of purchase, to be cash equivalents. The carrying value of cash equivalents approximates fair value. Securities and trading activities The Company classifies investments in debt and readily marketable equity securities, other than investments held by certain venture capital subsidiaries, into two categories based upon management’s intention at the time of purchase: trading securities and securities available for sale. Realized gains and losses on the sale of securities are recorded at the time of sale. For computing realized gains and losses on securities, the cost is ascertained using the First-In-First-Out Method. As more fully explained in Note 6, the Company no longer classifies investments in debt securities as held to maturity, due to sale of certain held to maturity securities during the year ended March 31, 2002. Trading assets, primarily debt securities and foreign exchange products, are recorded at fair value with realized and unrealized gains and losses included in non-interest income. Interest on trading securities is recorded in interest income. The fair value of trading assets is based upon quoted market prices or, if quoted market prices are not available, estimates using similar securities or pricing models. Securities not classified as trading securities are classified as available for sale. These include securities used as part of the Company’s asset liability management strategy, which may be sold in response to changes in interest rates, prepayment risk, liquidity needs and similar factors. Securities available for sale are recorded at fair value with unrealized gains and losses recorded, net of tax, as a component of accumulated other comprehensive income. Equity securities, which are traded on a securities exchange within six months of the balance sheet date are considered as publicly traded. The last quoted price of such securities is taken as their fair value. Non-readily marketable equity securities for which there is no readily determinable fair value are recorded at cost. Securities on which there is an unrealized loss that is deemed to be other than temporary are written down to fair value with the loss recorded in non-interest income as a loss on other securities. Other than temporary decline is identified by management based on an evaluation of all significant factors including the length of time and the extent to which the fair value has been less than the cost, the financial condition and prospects of the issuer and the extent and ability of the Company to retain the investment for a period of time sufficient to allow for any probable recovery in fair value. Securities acquired through conversion of loans in a troubled debt restructuring are recorded at the fair value on the date of conversion and subsequently accounted for as if acquired for cash. The Company’s venture capital subsidiaries carry their investments at fair value, with changes in fair value recognized in gain/loss on venture capital investments. The fair values of publicly traded venture capital investments are generally based upon quoted market prices. In certain situations, including thinly traded securities, large-block holdings, restricted shares or other special situations, the quoted market price is adjusted to produce an estimate of the attainable fair value for the securities. For securities that are not publicly traded, fair value is determined in good faith pursuant to procedures established by the Board of Directors of the venture capital subsidiaries. In determining the fair value of these securities, consideration is given to the financial conditions, operating results and prospects of the underlying companies, and any other factors deemed relevant. Generally, these investments are carried at cost during the first year, unless a significant event occurs that effects the long-term value of the investment. Because F60

notes to the consolidated financial statements
Continued
of the inherent uncertainty of the valuations, those estimated values may differ significantly from the values that would have been used had a ready market for the investments existed. Trading liabilities represent borrowings from banks in the inter-bank call money market, borrowings from banks and corporates in the course of trading operations and balances arising from repurchase transactions. Loans Loans are reported at the principal amount outstanding, inclusive of interest accrued and due per the contractual terms, except for certain non-readily marketable privately placed debt instruments, which are considered credit substitutes and are, therefore classified as loans but accounted for as debt securities. Loan origination fees (net of loan origination costs) are deferred and recognized as an adjustment to yield over the life of the loan. Interest is accrued on the unpaid principal balance and is included in interest income. Loans include aggregate rentals on lease financing transactions and residual values, net of security deposits and unearned income. Lease financing transactions substantially represent direct financing leases. Loans also include the aggregate value of purchased securitized receivables, net of unearned income. The Company identifies a commercial loan as impaired and places it on non-accrual status when it is probable that it will be unable to collect the scheduled payments of principal and interest due under the contractual terms of the loan agreement. A commercial loan is also considered to be impaired and placed on a non-accrual basis if interest or principal is greater than 180 days overdue. Delays or shortfalls in loan payments are evaluated along with other factors to determine if a loan should be classified as impaired. The decision to classify a loan as impaired is also based on an evaluation of the borrower’s financial condition, collateral, liquidation value and other factors that affect the borrower’s ability to pay. The Company classifies a loan as a restructured loan where it has made concessionary modifications, that it would not otherwise consider, to the contractual terms of a loan to a borrower experiencing financial difficulties. Such loans are placed on non-accrual status. Generally, at the time a loan is placed on non-accrual status, interest accrued and uncollected on the loan in the current fiscal year is reversed from income, and interest accrued and uncollected from the prior year is charged off against the allowance for loan losses. Thereafter, interest on non-accrual loans is recognized as interest income only to the extent that cash is received. When borrowers demonstrate over an extended period the ability to repay a loan in accordance with the contractual terms of a loan, which the Company classified as non-accrual, the loan is returned to accrual status. With respect to restructured loans, performance prior to the restructuring or significant events that coincide with the restructuring are evaluated in assessing whether the borrower can meet the rescheduled terms and may result in the loan being returned to accrual status after a performance period. Consumer loans are generally identified as impaired not later than a predetermined number of days overdue on a contractual basis. The number of days is set at an appropriate level by loan product. The policy for suspending accruals of interest and impairment on consumer loans varies depending on the terms, security and loan loss experience characteristics of each product. Allowance for loan losses The allowance for loan losses represents management’s estimate of probable losses inherent in the portfolio. Larger balance, non-homogenous exposures representing significant individual credit exposures are evaluated based upon the borrower’s overall financial condition, resources and payment record and the realizable value of any collateral. Within the allowance of loan losses, a valuation allowance is maintained for larger-balance, non-homogenous loans that have been individually determined to be impaired. This estimate considers all available evidence including the present value of the expected future cash flows discounted at the loan’s contractual effective rate and the fair value of collateral. Each portfolio of smaller-balance, homogenous loans, including consumer mortgage, installment, revolving credit and most other consumer loans, is individually evaluated for impairment. The allowance for loan losses attributed to these loans is established via a process that includes an estimate of probable losses inherent in the portfolio, based upon various statistical analysis. These include migration analysis, in which historical delinquency and credit loss experience is applied to the current ageing of the portfolio, together with an analysis that reflects current trends and conditions. While determining the adequacy of the allowance for loan losses, management also considers overall portfolio indicators including historical credit losses, delinquent and non-performing loans, and trends in volumes and terms of loans; an evaluation of overall credit quality and the credit process, including lending policies and procedures; consideration of economic, geographical, product, and other environmental factors. F61

notes to the consolidated financial statements
Continued
The Company also includes in the allowances, provision for credit losses on its performing portfolio based on the estimated probable losses inherent in the portfolio. The allowances on the performing portfolio are established after considering historical and projected default rates and loss severities, internal risk rating and geographic, industry and other environmental factors; and model imprecision. The Company evaluates its impaired loan portfolio at the end of every period and loan balances which are deemed irrecoverable are charged off against related allowances for credit losses. Transfers and servicing of financial assets In September 2000, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, a replacement of SFAS No. 125. The provisions of SFAS No. 140 relating to transfers and servicing of financial assets are effective for transactions after March 31, 2001. The Company transfers commercial and consumer loans through securitisation transactions. The transferred loans are de-recognized and gains/losses are recorded only if the transfer qualifies as a sale under SFAS No. 140. Recourse and servicing obligations and put options written are recorded as proceeds of the sale. Retained beneficial interests in the loans and servicing rights are measured by allocating the carrying value of the loans between the assets sold and the retained interest, based on the relative fair value at the date of the securitization. The fair values are determined using either financial models, quoted market prices or sales of similar assets. Loans held-for-sale Loans originated for sale are classified as loans held-for-sale and are accounted for at the lower of cost or fair value. Such loans are reported as other assets. Market value of such loans are determined at rates applicable to similar loans. Derivatives instruments and hedging activities In June 1998, the FASB issued SFAS No. 133, Accounting for Derivative Instruments and Certain Hedging Activities. In June 2000, the FASB issued SFAS No. 138, Accounting for Certain Derivative Instruments and Certain Hedging Activity, an Amendment of SFAS No. 133. SFAS No. 133 and SFAS No. 138 require that all derivative instruments be recorded on the balance sheet at their respective fair values. SFAS No. 133 and SFAS No. 138 are effective for all fiscal quarters of all fiscal years beginning after June 30, 2000. On April 1, 2001, the Company adopted SFAS No. 133 and SFAS No. 138 on a prospective basis. Under SFAS No. 133, the Company may designate a derivative as either a hedge of the fair value of a recognized fixed rate asset or liability or an unrecognized firm commitment (fair value hedge), a hedge of a forecasted transaction or the variability of future cash flows of a floating rate asset or liability (cash flow hedge) or a foreign-currency fair value or cash flow hedge (foreign currency hedge). All derivatives are recorded as assets or liabilities on the balance sheet at their respective fair values with unrealized gains and losses recorded either in accumulated other comprehensive income or in the statement of income, depending on the purpose for which the derivative is held. Derivatives that do not meet the criteria for designation as a hedge under SFAS No. 133 at inception, or fail to meet the criteria thereafter, are accounted for in other assets with changes in fair value recorded in the statement of income. Changes in the fair value of a derivative that is designated and qualifies as a fair value hedge along with the gain or loss on the hedged asset or liability that is attributable to the hedged risk, are recorded in the statement of income as other non-interest income. To the extent of the effectiveness of a hedge, changes in the fair value of a derivative that is designated and qualifies as a cash flow hedge, are recorded in accumulated other comprehensive income, net of tax. For all hedge relationships, ineffectiveness resulting from differences between the changes in fair value or cash flows of the hedged item and changes in the fair value of the derivative are recognized in the statement of income as other non-interest income. At the inception of a hedge transaction, the Company formally documents the hedge relationship and the risk management objective and strategy for undertaking the hedge. This process includes identification of the hedging instrument, hedged item, risk being hedged and the methodology for measuring effectiveness. In addition, the Company assesses, both at the inception of the hedge and on an ongoing quarterly basis, whether the derivative used in the hedging transaction has been highly effective in offsetting changes in fair value or cash flows of the hedged item, and whether the derivative is expected to continue to be highly effective. The Company discontinues hedge accounting prospectively when either it is determined that the derivative is no longer highly effective in offsetting changes in the fair value or cash flows of a hedged item; the derivative expires or is sold, terminated or exercised; the derivative is de-designated because it is unlikely that a forecasted transaction will occur; or management determines that designation of the derivative as a hedging instrument is no longer appropriate. F62

(FIN) 46. The interest costs incurred for funding an asset during its construction period are capitalized based on the average outstanding investment in the asset and the average cost of funds. Accordingly. should be included in the Company’s consolidated financial statements. while maintenance and repairs are charged to expense when incurred. 133. some of which are required to be presented in financial statements issued after January 31. FIN 45 also requires additional disclosures in financial statements for periods ending after December 15. When a cash flow hedge is discontinued but the hedged cash flow or forecasted transaction is still expected to occur. If applicable. 2003.notes to the consolidated financial statements Continued When a fair value hedge is discontinued. The cost of additions. FIN 46 changes the method of determining whether certain entities. Property under construction and advances paid towards acquisition of property and equipment are disclosed as capital work in progress. Property and equipment Property and equipment are stated at cost. F63 . For any VIEs that must be consolidated under FIN 46 that were created before February 1. and to VIEs in which an enterprise obtains an interest after that date. gains and losses that were accumulated in other comprehensive income are amortized or accreted into the statement of income. For VIEs in which an enterprise holds a variable interest that it acquired before February 1. the hedged asset or liability is no longer adjusted for changes in fair value and the existing basis adjustment is amortized or accreted over the remaining life of the asset or liability. less accumulated depreciation. the net interest settlement on designated derivatives that either effectively altered the interest rate characteristics of assets and liabilities or hedged exposures to risk was treated as an adjustment to the interest income or interest expense of the related assets or liabilities. 2001 did not result in any impact on the statement of operations. there are no VIEs created after January 31. which requires that. FIN 46 also mandates new disclosures about VIEs. Consolidation of Variable Interest Entities. the derivative is recorded as a freestanding derivative. the required disclosures are included in Note 29 to the consolidated financial statements of the Company. The Company may occasionally enter into a contract (host contract) that contains a derivative that is embedded in the financial instrument. 2002. If determining the carrying amounts is not practicable. liabilities and noncontrolling interest of the VIE. 2003 that are required to be consolidated under FIN 46. an embedded derivative is separated from the host contract and can be designated as a hedge. 2003. the FASB issued FIN 45. Depreciation is provided over the estimated useful lives of the assets or lease term whichever is shorter. The capitalized interest cost is included in the cost of the relevant asset and is depreciated over the estimated useful life of the asset. 2003. 2003 and did not have a material impact on the consolidated financial statements of the Company. including securitization entities. for guarantees within the scope of FIN 45 issued or amended after December 31. FIN 46 applies in the first fiscal period beginning after June 15. (2) equity investors that cannot make significant decisions about the entity’s operations. Property and equipment held to be disposed off are reported as assets held for sale at the lower of carrying amount or fair value. The provisions of FIN 46 are to be applied immediately to VIEs created after January 31. or (3) equity that does not absorb the expected losses or receive the expected returns of the entity. a liability for the fair value of the obligation undertaken in issuing the guarantee be recognized. 133 at April 1. Guarantees and indemnifications In November 2002. 2003. which is the party involved with the VIE that has a majority of the expected losses or a majority of the expected residual returns or both. An entity is subject to FIN 46 and is called a variable interest entity (VIE) if it has (1) equity that is insufficient to permit the entity to finance its activities without additional subordinated financial support from other parties. fair value at the date FIN 46 first applies may be used to measure the assets. 2002. otherwise. the assets. Gains and losses are recognized in the statement of income immediately if the cash flow hedge was discontinued because a forecasted transaction did not occur. the FASB issued FASB Interpretation No. capital improvements and interest during the construction period are capitalized. The effect of adopting SFAS No. derivatives used for interest rate risk management were not recorded at fair value. A VIE is consolidated by its primary beneficiary. Rather. The recognition and measurement provisions of FIN 45 were adopted effective January 1. Guarantor’s Accounting and Disclosure Requirements for Guarantees. There are no VIEs that require disclosure under FIN 46. including Indirect Guarantees of Indebtedness of Others. Further. Prior to the adoption of SFAS No. liabilities and noncontrolling interest of the VIE would be initially measured at their carrying amounts with any difference between the net amount added to the balance sheet and any previously unrecognized interest being recognized as the cumulative effect of an accounting change. 2003. Variable interest entities In January 2003. less cost to sell.

Goodwill and Other Intangible Assets. 373 million as a separate unidentifiable intangible asset. the FASB issued SFAS No. Business combinations In June 2001.983) — (7.630 145 6. Goodwill and intangible assets On April 1.18) — (14.81 0. the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net undiscounted cash flows expected to be generated by the asset.547 — 1. has been written-off and recognized as the effect of a change in accounting principle.18 F64 . 141 for recognition apart from goodwill. noting that any purchase price allocated to an assembled workforce may not be accounted separately. 142. 2001. including goodwill to the reporting units on the date of adoption. 2001.983) (14. If such assets are considered to be impaired. to determine whether goodwill is impaired at the date of adoption. 142. 142. 142 did not indicate an impairment loss. in conjunction with the early adoption of SFAS No. the Company early-adopted SFAS No. SFAS No. for all periods presented would have been as follows: Year ended March 31. As required by SFAS No.94 2003 (7.88 0.18) 6.37 17. Business Combinations.18) — (14.notes to the consolidated financial statements Continued Capitalized costs of computer software obtained for internal use represent costs incurred to purchase computer software from third parties and direct costs of materials and services incurred on internally developed software.) As reported Add: Amortization of goodwill Pro forma Earnings / (loss) per share: Diluted (in Rs. This resulted in reclassification of previously recorded intangible assets of Rs. 2001.) As reported Add: Amortization of goodwill Pro forma (1) (2) Restated for reverse acquisition. which requires that the purchase method of accounting be used for all business combinations initiated after June 30. As of April 1. As required by SFAS No. the Company had an unamortized deferred credit of Rs. Restated for reverse acquisition and adoption of SFAS No. the Company does not amortize goodwill but instead tests goodwill for impairment at least annually. As required by SFAS No.775 16. 141. The capitalized costs are amortized on a straight-line basis over the estimated useful life of the software.94 3.547 3. Subsequently. Impairment of long-lived assets Long-lived assets and certain intangible assets.25 16. 1.37 17.94 — 3. 2001. Subsequent to the adoption of SFAS No. The annual impairment test under SFAS No. the Company compared the fair value of each reporting unit to its carrying value. 141 also specifies the criteria that intangible assets acquired in a purchase method business combination must meet to be recognized and reported apart from goodwill. millions) As reported Add: Amortization of goodwill Pro forma net income / (loss) Earnings / (loss) per share: Basic (in Rs. 2001(1) Net income / (loss) (in Rs. 142. 147 2002(2) 1. the unamortized deferred credit as of April 1.18) (14. This transitional impairment evaluation did not indicate an impairment loss.265 million related to an excess of the fair value of assets acquired over the cost of an acquisition. the Company reclassified existing goodwill and intangible assets to conform with the new criteria in SFAS No. 142. Net income and basic and diluted earnings per share excluding the impact of amortization of goodwill. are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. the Company identified its reporting units and assigned assets and liabilities. 141. 115 million as goodwill and a reclassification of previously recorded goodwill of Rs.94 — 3.

Deferred tax assets are recognized subject to a valuation allowance based upon management’s judgement as to whether realization is considered more likely than not. Under SFAS No. to account for its employee stock-based compensation plans. market prices are not readily available. Derivatives in a net receivable position are reported as trading assets. Further. 123. fair value. Prior service costs. Stock-based compensation The Company uses the intrinsic value based method of Accounting Principle Board (APB) Opinion No. The determination of market or fair value considers various factors including stock exchange quotations. Acquisitions of Certain Financial Institutions. the Company reversed the amortization expense of Rs. Current service costs for defined benefit plans are accrued in the period to which they relate. 103 million. of the fair market price of the underlying stock over the exercise price. such excess is accounted for as goodwill. the FASB issued SFAS No. be accounted for under SFAS No.notes to the consolidated financial statements Continued Intangible assets are amortized over their estimated useful lives in proportion to the economic benefits consumed in each period. as required by SFAS No. Previously. Issue of shares by subsidiary/affiliate An issuance of shares by a subsidiary/affiliate to third parties reduces the proportionate ownership interest of the Company in the investee. 123. SFAS No. 147. generally accepted accounting principles for acquisitions of financial institutions provided for recognition of the excess of the fair value of liabilities assumed over the fair value of tangible and identifiable intangible assets acquired as an unidentifiable intangible asset. 25. 147. Under this method. 373 million to goodwill with effect from April 1. Employee benefit plans The Company provides a variety of benefit plans to eligible employees. if any. by restating the results for the year ended March 31. and is recognized in stockholders’ equity when the transaction occurs. Contributions to defined contribution plans are charged to income in the period in which they accrue. an amendment of FASB No. which is determined under an alternative approach. Compensation cost for fixed and variable stock based awards is measured by the excess. SFAS No. of years Marketing-related intangibles Customer-related intangibles 5 3-10 In October 2002. Similarly derivatives in a net payable position are reported as trading liabilities. The useful life of other intangible assets is as follow: No. 109 requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. resulting from amendments to the plans are recognized and amortized over the remaining period of service of the employees. time value and volatility factors underlying derivatives. Compensation cost for fixed awards is measured at the grant date. A change in the carrying value of the investment in a subsidiary/affiliate due to such direct sale of unissued shares by the investee is accounted for as a capital transaction. Adoption of SFAS No. counterparty credit quality and derivative transaction cash maintenance during that period. FASB issued SFAS No. 148 Accounting for Stock Based Compensation-transition and disclosures. Trading assets and liabilities Trading assets and liabilities include securities and derivatives and are recorded either at market value or where. 147 resulted in a reclassification of previously recorded unidentifiable intangible asset of Rs. deferred tax assets and liabilities are determined based on the difference between the amount for financial reporting and tax basis of assets and liabilities. Income taxes The Company accounts for income taxes under the provisions of SFAS No. Accounting for Stock Based Compensation. if any. while compensation cost for variable awards is estimated until the number of shares an individual is entitled to receive and the exercise price are known (measurement date). Accounting for Income Taxes. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of income in the period of enactment. 290 million and the related income tax benefit of Rs. 2002. using enacted tax rates expected to apply to taxable income in the years the temporary differences are expected to be recovered or settled. 147 requires that business combinations involving financial institutions within its scope. 147. 148 amends SFAS No. F65 . 141. Accounting for Stock Issued to Employees. SFAS No. 109. In December 2002. 2001.

86 (358) (8. The disclosure provisions of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock based employee compensation and the effect of the method used on reported results.539 16.18) (14.9% 54% F66 .983) Rs.4% 55% 2003 1. Diluted earnings / (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue equity shares were exercised or converted. 6.80) (14.9% 10 years 10. Had compensation cost been determined in a manner consistent with the fair value approach described in SFAS No.94 3. the Company’s net income and earnings per share as reported would have changed to the amounts indicated below: Year ended March 31. 2002. 148 are applicable for fiscal periods beginning after December 15. SFAS No. with the following assumptions: 2001 Dividend yield Expected life Risk free interest rate Volatility Dividends Dividends on common stock and the related dividend tax are recognized on approval by the Board of Directors. 2002(2) Rs.notes to the consolidated financial statements Continued to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. 148 amends the disclosure requirements of SFAS No. 147.88 16. These changes had no impact on previously reported results of operations or stockholders’ equity. Restated for reverse acquisition and adoption of SFAS No.4% 30% 2002 5.7% 10 years 8.Scholes options pricing model.18) (14.547 2003 Rs.5% 10 years 7. 1.) As reported Pro forma (1) (2) Restated for reverse acquisition. In addition. net of tax effects Pro forma net income / (loss) Earnings / (loss) per share: Basic (in Rs.630 37 26 7 (128) 6.81 16. millions) As reported Add: Stock based employee compensation expense included in reported net income. 123.80) The fair value of the options is estimated on the date of the grant using the Black. Earnings / (Loss) per share Basic earnings / (loss) per share is computed by dividing net income / (loss) by the weighted average number of common stock outstanding during the period. 5.94 3. 2001(1) Net income/(loss) (in Rs.86 3.334) (14. (7.515 3.) As reported Pro forma Earnings / (loss) per share: Diluted (in Rs. Reclassifications Certain other reclassifications have been made in the financial statements of prior years to conform to classifications used in the current year.65 16.59 (58) 1. net of tax effects Less: Stock based employee compensation expense determined under fair value based method.

2% interest in the acquiree to institutional investors for a consideration of Rs. the Company sold a 9. resulting in an increase in the carrying value of the Company’s investment in the acquiree by Rs. Dilution of ownership interest in the acquiree Until March 2000. As a result of the issuance. The transaction has been treated as a reverse acquisition. In March 2000.2% to 62. During the year ended March 31. Subsequent to the acquisition. 1949. The issuance price exceeded the Company’s carrying amount per share in the acquiree resulting in an increase in the carrying value of the Company’s investment in the acquiree by Rs.2% to 55. This change in the carrying value was recognized in the statement of stockholders’ equity as a capital transaction. The acquisition is expected to reduce the cost of funds for the Company through access to the extensive branch network and deposit base of the acquiree. the acquiree issued 15.064 The fair value of common stock issued on reverse acquisition was based on the average prices of the equity shares for the two trading days before and after October 25.242 million.499 million.627 409 14. 1.4%. through issuance of stock. The offering price per share exceeded the Company’s carrying amount per share in the acquiree. the ownership interest of the Company in the acquiree was reduced from 62. Subsequently. Acquisitions Reverse acquisition Effective April 1. the acquiree and the Company consummated a transaction whereby shareholders of the Company were issued shares of the acquiree in the ratio of 1:2. 2002.notes to the consolidated financial statements Continued 2. has been recognized in the statement of stockholders’ equity as a capital transaction. The total purchase price has been allocated to the acquired assets and assumed liabilities as of the date of acquisition based on management’s estimates and independent appraisals as follows: F67 . Accordingly. 1. participation in the payment networks and ability to provide transaction banking services. 2002. 4. As a result of the issuance. the operations of the Company will be governed by the Banking Regulation Act. The components of the purchase price and allocation are as follows: (Rs. which is included in the statement of income. the Company became a universal banking company offering the entire spectrum of financial services. the acquiree acquired Bank of Madura Limited. the proportionate ownership interest of the Company in the acquiree reduced from 74.2%. The operations of the acquiree have been consolidated in the Company’s financial statements effective April 1.028 1. the beginning of the fiscal year in which the ownership interest was less than majority. As a result of the acquisition. with the acquiree as the surviving legal entity but the Company as the accounting acquirer.9 million American Depository Shares (ADS) to third parties. the acquisition is expected to benefit the Company through greater opportunities to generate fee-based income. Further.996 million is included in the statement of income. the terms of the acquisition were agreed to and announced. 2002. the Company further reduced its ownership interest to 46%. 140 million. The acquisition was recorded by the purchase method. the Company held a 74. the date. the Company held a 46% ownership interest in the acquiree. the Company determined that consolidation of the acquiree was not appropriate and accounted for its ownership interest under the equity method beginning April 1. In March 2001. 3.114 million. the acquisition of the balance 54% ownership interest has been accounted for as a step-acquisition. 2000. The gain on sale of Rs. during March 2001. a banking company. net of the related tax effect of Rs. in millions) Fair value of common stock issued on reverse acquisition Direct acquisition costs Fair value of stock options assumed on reverse acquisition Total 12. 57 million. On the acquisition date. 3. This change in the carrying value.6%. This reduced the Company’s interest in the acquiree to 46.2% controlling interest in the acquiree. 2002. This resulted in a gain of Rs. In view of the Company’s ownership interest in the acquiree having been reduced to below majority level.

in millions) Net tangible assets Customer-related intangibles Goodwill Total The goodwill recognized above is not deductible for tax purposes.725 39.745 211.154 million.093 225.183 113. in millions) Assets Cash and cash equivalents Investments Loans Property and equipment Intangible assets Other assets Total assets acquired Liabilities Deposits Borrowings Other liabilities Total liabilities assumed Net tangible and intangible assets Goodwill Total The goodwill recognized above is not deductible for tax purposes.937 13. 959 million.182 176. The intangible assets relate to customer and deposit relationships and would be amortized over a period of 10 years. 13. net of related tax effects of Rs. In September 2002.. The total purchase price has been allocated to the acquired assets and assumed liabilities based on management estimates as follows: (Rs.notes to the consolidated financial statements Continued (Rs.064 . F68 177 165 617 959 16 76 18 110 53. the Company acquired the remaining 50% ownership interest in Tricolor Infotech International Inc.018 16. in millions) Net tangible assets Marketing-related intangibles Goodwill Total The goodwill recognized above is not deductible for tax purposes. 599 million.609 5. The total purchase price has been allocated to the acquired assets and assumed liabilities based on management estimates as follows: (Rs. the treasury stock was sold to institutional investors for Rs. the Company acquired a 100% ownership interest in Customer Asset India Private Limited. the 46% ownership interest held by the Company in the acquiree was recorded as treasury stock at its historical carrying value.470 11. Step-acquisition of Tricolour Infotech Services Limited In September 2002. a company engaged in the business of providing contact center services through its offshore contact center at Bangalore. Mauritius for a cash consideration of Rs.174 19. was recognized in the statement of stockholders equity as a capital transaction.102 2.245 819 14. Acquisition of Customer Asset India Private Limited In April 2002. 110 million. Consequent to the acquisition. The acquisition would enable the Company to enter the IT enabled services market. for a cash consideration aggregating Rs. The difference between the sale proceeds and the carrying value.

399 6. trading assets include Government of India (GOI) securities amounting to Rs. The pro forma results include estimates and assumptions which management believes are reasonable. F69 .399 4. in millions) EPS (Basic and Diluted) (in Rs.627 742 6 42.) 4. 511 million is included in the statement of operations.805 million (2002: Nil) in accordance with the guidelines governing minimum cash reserve requirements) and interest-bearing deposits with other banks of Rs.274 1. The balance maintained with the Reserve Bank of India towards cash reserve requirements are subject to withdrawal and usage restrictions.704 187 686 39.506 million (2002: Nil) (including Rs. 6. 45.508 million). The gain on sale of Rs. The pro forma consolidated results of operations include adjustments to give effect to amortization of acquired intangible assets other than goodwill.376 2003 26. 11.634 87. 2002 and 2003 as if the acquisitions had been made at the beginning of the periods is given below. 2003. Sale of stock of ICICI Infotech Services Limited During the year ended March 31. 2002 Government of India securities Securities purchased under agreements to resell Corporate debt securities Equity securities Fair value of derivative and foreign exchange contracts Total 15. 35. the Company diluted its interest in ICICI Infotech Services Limited to 92% through sale of an 8% interest to a strategic investor for a consideration of Rs. includes deposits with Reserve Bank of India of Rs.658 5.602 21.231 3. Cash and cash equivalents Cash and cash equivalents as of March 31.919 million (2002: Rs. Year ended March 31.866 million). 6. 8. these do not reflect any benefits from economies or synergies. However. which might be achieved from combining the operations. in millions) Net income / (loss) (Rs. Trading assets A listing of the trading assets is set out below: (Rs. 2003.24) As of March 31. 576 million. in millions) Year ended March 31.notes to the consolidated financial statements Continued Pro forma information (unaudited) Unaudited pro forma results of the operations for the years ended March 31. 39. 5. The pro forma information is not necessarily indicative of the operating results that would have occurred had the purchase been made at the beginning of the periods presented.13 2003 111.421 (8. which are pledged for the purpose of collateralizing short-term borrowings. 2001. 2002 Revenues (Rs.050 million (2002: Rs.017) (14.

418 3. The debt securities were sold for Rs.027 267 1.305 (513) — (513) (3.736) 10. As the securities were sold for reasons other than those specified in SFAS No. Subsequent to the sale. 3.282 61. 2003 Fair Amortized Gross Gross value cost unrealized unrealized gain loss 60.131 255. 2002 Amortized Gross Gross cost unrealized unrealized gain loss Available for sale Corporate debt securities GOI securities Total debt securities Equity securities Total securities available for sale Non-readily marketable equity securities(1) Venture capital investments(2) (1) (2) As of March 31.432 9.470) Fair value 4.537 (79) (459) (538) (1.022) 1. 2001: Rs.633 389 17. the Company recorded an impairment charge of Rs. 2. During the year ended March 31.636 240. 2002.499 Primarily represents securities acquired as a part of project financing activities or conversion of loans in debt restructurings. Represents venture capital investments held by venture capital subsidiaries of the Company.100 31.704 389 4.403 4.295 2. the Company no longer classifies debt securities as held to maturity. 2002 Amortized Gross Gross cost unrealized unrealized gain loss Available for sale 59. all remaining held to maturity securities were reclassified as available for sale.857 10.946 244. Securities The portfolio of securities is set out below: (Rs. 115.823 F70 .446 26.268 502 438 940 365 1.921 3.223) (3. 1.792 745 5.435 27.716 During the year ended March 31.022 6.289 8.187 250.077 12.707 1.609 264. as part of its ongoing evaluation of its securities portfolio.835 million) for other than temporary decline in value of available for sale and non-readily marketable equity securities.823 13.932) (2. Privately placed corporate debt securities reported as loans (credit substitutes).notes to the consolidated financial statements Continued 7.662 31. 2003 Fair Amortized Gross Gross value cost unrealized unrealized gain loss 4. The portfolio of credit substitutes is set out below: (Rs. the Company sold debt securities classified as held to maturity. 2001 Interest Dividends Total Gross realized gain Gross realized loss Total 123 345 468 474 (348) 126 2002 1.294 1.098 million (2002: Rs.539 (1. 640 million resulting in a realized gain of Rs.181 50. 102 million.535 16. in millions) Year ended March 31.238 (7) 1.422 267.480 million.118) Fair value 62.108 19.322 47.845 (5. Income from securities available for sale A listing of income from securities available for sale is set out below: (Rs. 2003. in millions) As of March 31.077 (502) As of March 31. in millions) As of March 31.231 2003 16.

3.448 967 62. in millions) Year ended March 31.295 Fair value 267 8.683 12.399 million (2002: Rs. in millions) Available for sale Amortized Cost Corporate debt securities Less than one year One to five years Five to ten years Greater than ten years Total Corporate debt securities GOI securities Less than one year One to five years Five to ten years Greater than ten years Total GOI securities Total debt securities Credit substitutes Less than one year One to five years Five to ten years Greater than ten years Total credit substitutes 8.872 45 2. 285 8.984 12.584 32. was Rs.946 76. 4.893 14. The average level of reverse repurchase transactions outstanding during the year ended March 31.803 240.200 (75) 1.618 34.483 million (2002: Rs.187 250.406 381 8. outstanding repurchase and reverse repurchase transactions were Rs.917 282 — 282 2003 8.614 57.436 1. 7002 million (2002: Rs.719 1.922 54.notes to the consolidated financial statements Continued Income from credit substitutes available for sale A listing of income from credit substitutes available for sale is set out below: (Rs. As of March 31.976 54.125 Maturity profile of debt securities A listing of each category of available for sale debt securities as of March 31.216 55. 2003. 1.238 54. 2002 Interest Dividends Total Gross realized gain Gross realized loss Total 2.787 1.743 million).077 14.131 255. 2003. Repurchase transactions The Company has undertaken repurchase and reverse repurchase transactions in GOI securities.170 54. 1. 2003. was Rs. The average level of repurchase transactions outstanding during the year ended March 31.379 244.636 76.716 F71 .760 967 61.000 million (2002: Rs. 21. 595 million) and Rs. 5. 2003.900 60 10.399 million) respectively.862 53 10.347 million). by maturity is set out below: (Rs.

725 35. 2003. 2001: Rs.371 26. 2002.958 2. 2001 Cash and cash equivalents Trading assets Securities Loans Other assets Total assets Deposits Trading liabilities Long-term debt Other liabilities Stockholders’ equity Total liabilities and stockholders’ equity 47.754 (3.408) 3.746 220. was Rs. the Company received dividends of Rs. 681 million.030 25.221 1. During the year ended March 31.474 36.260) (931) 16 2. 971 million (2002: Rs.457 18.4%) interest in the acquiree using the equity method. 2. 8.731 93.538 2002 89.204 million (2001: Rs. 2002 was Rs.052 72.308 2002 20.721 (1.538 164. the Company accounted for its 46% (2001: 46.037 Insurance companies The Company accounts for its 74% ownership interest in ICICI Prudential Life Insurance Limited (‘Prulife’) and ICICI Lombard General Insurance Company Limited (‘Lombard’) by the equity method of accounting because of substantive participative rights held by the minority shareholders. 2002. 811 million).082) 1. 2002.998 (1.307 220.230 million (2002: Rs.075 180. 1. 929 million (2001: Rs. 118 million).805 (Rs.150 404. 7. 184 million) from the acquiree.237 5.306 18.notes to the consolidated financial statements Continued 8.722) 5.805 325. The Company’s equity in the income of the acquiree for the year ended March 31. Investments in affiliates The acquiree For the year ended March 31.104) (258) — 1.421 31. 403 million (2001: Rs. The carrying value of the investment in the acquiree as of March 31.562 million).837 (15.116) 5. F72 .496 million). The summarized balance sheets and statements of income of the acquiree are set out below: (Rs.598 16. The Company’s equity in the loss of these affiliates for the year ended March 31. 2003 was Rs. was Rs.740 54. The carrying value of the investment in these companies as of March 31. 2001 Interest income Interest expense Net interest income Provision for loan losses Non-interest income Non-interest expense Income taxes Cumulative effect of accounting change Net income 12.833 404. in millions) Balance sheet As of March 31.254 5.213 (6. in millions) Statement of income Year ended March 31.406 (8.

46 million. 10. 2003. Loans A listing of loans by category is set out below: (Rs.902) (2.013 10. 386 million).716 million (2002: Rs.574) 560.013) (11. Prudential ICICI Trust Limited (Pru-Trust). 60.386 42.346 591.570 561 1.870 74.835 (20. 2002 is set out below: (Rs. net (1) (2) (1) (2) Lombard 56 — 56 55 (227) 30 ( 86) 124 — 124 1.291 (2. 13 million (2002: Rs.640 (54. 42 million). 2002 Prulife Interest income Interest expense Net interest income Non-interest income Non-interest expense Income tax (expense)/benefit Net income/(loss) Others The other affiliates of the Company are Prudential ICICI Asset Management Company Limited (Pru-ICICI). 62.789 1.924 757 2.notes to the consolidated financial statements Continued The summarized balance-sheets and statements of operations of these entities as of and for the year ended March 31.421 416. Allowances for loan losses Loans. was Rs.927 188.009 1.570 (Rs.922) 684.219) 630.248 (36.422 26. 2001: Rs.282 million) of credit substitutes classified as loans. in millions) Balance sheet As of March 31.238) (11) (834) 2003 387.601 Non-readily marketable privately placed debt instruments are classified as loans to reflect the substance of such transactions as substitutes for direct lending (credit substitutes). Includes Rs. 2002 Prulife Cash and cash equivalents Securities Other assets Total assets Liabilities Stockholders’ equity Total liabilities and stockholders’ equity 108 1. 2003.464 (8.225 49. in millions) Year ended March 31.647) 523. 385 million (2002: Rs.776 1.286 18. was Rs.865 73. in millions) Statement of income Year ended March 31.789 Lombard 186 1.959 696. Germany.013 2. The Company’s equity in the income of such affiliates for the year ended March 31. The carrying value of the investment in such affiliates as of March 31. F73 . TCW/ICICI Investment Partners LLC (TCW) and Semantik Solutions Gmbh. net of unearned income and security deposits .088 296 1. 2002 Project and corporate finance Working capital finance (including working capital term loans) Lease financing Consumer loans and credit card receivables Other Gross loans Unearned income Security deposits Loans.

970 2003 147.080 F74 .619 26. principally comprising inventory and receivables.636 541.217 75.676 75.032 6. Lease financing Contractual maturities of the Company’s investment in lease financing and its components.593 1.852) 17. Generally.444 75. in millions) As of March 31.213) (2. 2002 Less than one year One to five years Greater than five years Total 143.707 328.531 2.237 2003 45. pledge of financial assets like marketable securities and corporate/personal guarantees. plant and equipment and other tangible assets. 2004 2005 2006 2007 2008 Thereafter Unearned income Security deposits Investment in lease financing 5.159 3.138 669.notes to the consolidated financial statements Continued Project and corporate finance loans are generally secured by property.272 2002 56.925 2.900 4. in millions) As of March 31.307 8.088 1.309 237.948 2. in millions) As of March 31. which are included in loans are set out below: (Rs. other than investment in lease financing is set out below: (Rs. in certain cases the Company may obtain additional security for working capital loans through a first or second lien on property and equipment.900 5.862 Maturity profile of loans A maturity profile of gross loans.692 193. Additionally.372 3.927 (6.537 Interest and fees on loans A listing of interest and fees on loans (net of unearned income) is set out below: (Rs.484 15.241 2. the working capital loans are secured by a first lien on current assets.892 4. 2001 Project and corporate finance Working capital finance (including working capital term loans) Lease financing Consumer loans and credit card receivables Other Total 60.418 4. 2003 Gross finance receivables for the year ending March 31.025 161.793 7.977 6.

907 1.156 (27.754 2003 67.391 — 1. 2002 Project and corporate finance Working capital finance (including working capital term loans) Other Restructured loans Allowance for loan losses Restructured loans. industry or geographic factors similarly affect groups of counterparties whose aggregate credit exposure is material in relation to Company’s total credit exposure.257 million.722) 77. to borrowers who are parties to troubled debt restructurings. in millions) As of March 31.366 95. net Restructured loans: With a valuation allowance Without a valuation allowance Restructured loans 84.421 11.47.989 million) was recognized on impaired loans on a cash basis.195 million during the year ended March 31.391 A listing of other impaired loans is set out below: (Rs. As of March 31. 18.088 (17. 115.699 731 190 41 50. to the contractual terms of a loan to a borrower experiencing financial difficulties. 2.093 1.752 41 83. 188.837) 55. interest income of Rs. net Other impaired loans: With a valuation allowance Without a valuation allowance Other impaired loans 48. 2003. product and geographic lines within India.048 5. The Company’s portfolio of financial instruments is broadly diversified along industry. the Company had committed to lend Rs.754 (17.543 million). 2.754 — 50.088 2003 135.358 million (2002: Rs.659 147.906 11. Impaired loans. 1.187 50.550 1.757 95.088 — 95.391 (24.notes to the consolidated financial statements Continued Restructured loans The Company classifies a loan as a restructured loan where it has made concessionary modifications. 2001: Rs. Gross impaired loans (including restructured loans) averaged Rs. F75 .732) 1. Concentration of credit risk Concentration of credit risk exists when changes in economic.283 5. that it would not otherwise consider. in millions) As of March 31.087 69 83.319 83. 3.22. 2003. 2002 Project and corporate finance Working capital finance (including working capital term loans) Lease financing Consumer loans and credit card receivables Other Other impaired loans Allowance for loan losses Other impaired loans. 2003 (2002: Rs.084 886 147.616 million).156 During the year ended March 31.567) 33. including restructured loans A listing of restructured loans is set out below: (Rs.822 million (2002: Rs.

whether held for trading or non-trading purposes. in millions) As of March 31. 2003. the Company does not retain any beneficial interests in the assets sold. During the year ended March 31.085 — (747) 9. the Company securitized loans and credit substitutes with a carrying value of Rs. 1. 2003.743 42. upon request of the holders. either directly or through the use of derivative financial products including interest rate swaps. net of releases of provisions as a result of cash collections Loans charged-off Allowance for loan losses at the end of the year 34. The Company has not identified any significant derivative features embedded in other contracts that are not clearly and closely related to the host contract and meet the definition of a derivative. the Company recorded secured borrowings of Nil (2002: Rs. As discussed above. securities issued in certain securitization transactions.851 million). The put options seek to provide liquidity to holders of such instruments. Allowance for loan losses Changes in the allowance for loan losses Movements in the allowance for loan losses are set out below: (Rs.079 million. the Company generally continues to maintain customer account relationships and services loans transferred to the securitization trust.219 12. In a few cases.230 (10. the securitizations are with or without recourse and the Company does not provide any credit enhancement. 13. such options are recorded at fair values with changes reported in the statement of operations. 5.195) 33. Fair values for derivatives are based on quoted market prices. As of March 31.647 1.778 (6. Securitization activity The Company primarily securitizes commercial loans through ‘pass-through’ securitizations. Generally. 2001: Rs. 24. cross currency swaps.374) 54. 434 million). the Company has written put options.787 million) that arise on securitization transaction involving trusts that are not considered as qualifying special purpose entities under the guidance provided by SFAS No. which resulted in gains of Rs. 2001 Allowance for loan losses at the beginning of the year Effect of reverse acquisition on allowance for loan losses Effect of de-consolidation of subsidiary on allowance for loan losses Provisions for loan losses.780 million (2002: Rs. Subsequent to their initial issuance. which take into account current market and contractual prices of the underlying instrument as well as time value underlying the positions. equity index options and forward exchange contracts.035 — — 9.297 — 19.070 million (2002: Rs. If exercised. the Company sold loans and credit substitutes with an aggregate put option exercise price of Rs. 51.108 million). 13. which require the Company to purchase. Derivative instruments and hedging activities The Company manages its exposures to market rate movements by modifying its mix of assets and liabilities. 40.404 million (2002: Rs. are recorded as secured borrowings with a pledge of collateral.647 2003 36. Generally. are carried at their fair value as either assets or liabilities and related gains and losses are included in other non-interest income. After the securitization.649 57.892 43. The gains are reported as a component of gain on sale of loans and credit substitutes. equity index futures. F76 . Such secured borrowings are reported as a component of other borrowings. 140. the Company may enter into derivative transactions such as written put options and interest rate swaps with the transferees. 140.035 2002 33. All such freestanding derivatives.593 (3. 2.131) 36. 2003. the Company will be obligated to purchase the securities at the predetermined exercise price. Transfers that do not meet the criteria for a sale under SFAS No. As of March 31.notes to the consolidated financial statements Continued 11.

836 128 As of March 31. 16. Goodwill and intangible assets. The table below summarizes certain information relating to the Company’s hedging activities: (Rs. net A listing of goodwill and intangible assets by category is set out below: (Rs. 2.577 2003 1.306 million (2002: Rs. assets held for sale represent certain assets of Rs. in millions) As of March 31. 622 million (2002: Rs. changes in the fair value of the hedged asset or liability due to the risk being hedged are recognized in the statement of operations along with changes in the fair value of the derivative.635 (590) 5. 133.304 469 423 14. 2. Property and equipment A listing of property and equipment by asset category is set out below: (Rs. net Goodwill and intangible assets.068 1. The ineffectiveness. There are no cash flow hedges or hedges of net investments in foreign operations.535 11. For fair value hedges.593 26. The Company assesses the effectiveness of the hedge instrument at inception and continually on a quarterly basis.250 — — — — — 2.077 8.250 2003 4. 2002 Fair value hedges Hedge ineffectiveness recognized in earnings 14. 2003. which have not yet been registered in the Company’s name pending regulatory transfer approvals. in millions) As of March 31.194 4. 15.841 (54) 4. 397 million). in millions) As of March 31.336 7.161 77 2003 1.045 76 (3) 73 9. net 1. land and buildings include certain assets of Rs.304 (54) 2. 2003. 2002 Goodwill Accumulated amortization Goodwill.215 1.740 (2.252) 21. net Customer-related intangibles Accumulated amortization Customer related intangibles.787 5. 2002 Land Buildings Equipment and furniture Capital work-in-progress Others Gross value of property and equipment Accumulated depreciation Property and equipment. net 2. Assets held for sale As of March 31.905 F77 .029 million) acquired through foreclosure of loans.163) 12.467 (5. to the extent to which offsetting gains or loss are not achieved.notes to the consolidated financial statements Continued All the designated hedges entered into by the Company qualify as fair value hedges under SFAS No.208 5. net Other intangibles Accumulated amortization Other intangibles. is recorded through the statement of operations.

111 1. (Rs. 2003 2.789 15. Other assets Other assets consist of the following: (Rs.083 4.387 million (2002: Nil). 2002 Goodwill relating to acquisitions consummated during the period Equity method goodwill reclassified on reverse acquisition of acquiree Balance as of March 31.945 17.273 28. 2002 Debtors Staff advances Advance taxes Security deposits Advance for purchases of securities Prepaid expenses Derivatives Recoverable from Indian Government(1) Others(2) Total (1) (2) 2003 4. 2003. in millions) Year ended March 31.935 27.566 1. F78 .787 No goodwill impairment loss has been recorded during the year ended March 31.250 1.273 2. in millions) Balance as of March 31.415 522 — — 4.275 1.748 2.926 58. Goodwill as of March 31.339 164 896 1.004 3. Others include loans held for sale of Rs. for the next five years is set out below: (Rs. 1.361 Recoverable from Indian Government represents foreign exchange fluctuations on specific foreign currency long-term debt.notes to the consolidated financial statements Continued The following table presents the changes in goodwill during the year ended March 31. in millions) Segment Commercial Banking ICICI Infotech ICICI OneSource Total 2.787 Amortization of intangible assets The estimated amortization schedule for intangible assets. in millions) As of March 31. 2003.895 617 4.946 1. 2003 has been allocated to the following segments: (Rs.454 1. 2004 2005 2006 2007 2008 Total 630 617 574 562 562 2. on a straight line basis. guaranteed by and recoverable from the Indian Government.398 948 16. 2002 and March 31.

Long-term debt and redeemable preferred stock Long-term debt Long-term debt represents debt with an original maturity of greater than one year.697 6. which are non-interest-bearing.351 37.932 418. the aggregate of deposits with individual balances greater than Rs. Interest rates on floating-rate debt are generally linked to the London Inter-Bank Offer Rate or similar money market rates.410 25.290 Contractual maturities of deposits as of March 31. which are interest bearing. 1.798 7. 2003 are set out below: (Rs. and savings and time deposits. in millions) As of March 31. 267. 2004 2005 2006 2007 2008 Thereafter Total deposits 334. The segregation between fixed-rate and floating-rate obligations is based on the contractual terms.808 418. A listing of deposits is set out below: (Rs.922 million).119 456. 20.380 — 7. in millions) Deposits maturing during the year ending March 31. 2002 Interest bearing Savings deposits Time deposits Non-interest bearing Demand deposits Total — 7.239 491. F79 . 2003.notes to the consolidated financial statements Continued 18. A significant portion of the long-term debt bears a fixed rate of interest.297 million (2002: Rs. Deposits Deposits include demand deposits.380 2003 37.055 6. 5 million was Rs. Maturity distribution is based on contractual maturities or earlier dates at which the debt is callable at the option of the holder.119 As of March 31. 19.051 35. Short-term borrowings Short-term borrowings represent non-trading borrowings with an original maturity of one year or less.380 7.

28% 11-13% 4.22 years 10. These bonds issued by the Company are approved securities under the rules.977 6.269 2.022 Floating-rate obligations 8.193 438.3% Average Residual maturity 3.263 69. 72.9% 11. Interest is being imputed for each reporting period using this rate.35% 11. 2003.812 All long-term debt is unsecured.832 400.907 13.860 25.179 million (2002: Rs.333 28.5 years 350.3% 10. 438.notes to the consolidated financial statements Continued A listing of long-term debt as of March 31. 40.660 20. F80 .043 101.146 402.190 26. 296 million (2002: Rs.143 1.8-12% 11-16% Range 413.4 years 6. Debt aggregating Rs. long-term debt comprises Indian rupee debt of Rs. Banks in India are required to mandatorily maintain a specified percentage of certain liabilities as cash or in approved securities.633 million (2002: Rs. 35.644 1. As of March 31.50-12% 7. 350.4-16. 255 million).022 85.87% 11.9 years 2003 Weighted average interest Amount rate 309.46 years Refinance from financial institutions Total (1) (2) (3) Includes application money received on bonds outstanding at the end of the year. 2003.71% Average Residual maturity Amount Bonds issued to institutional/ individual investors(1) Bonds eligible for statutory reserve requirements(2) Borrowings from GOI (3) Range 8.388 18. The borrowing was initially recorded at its fair value of Rs.936 7-16. by maturity and interest rate profile is set out below: (Rs.126 37.5-17% 3.9% 3.439 million) is guaranteed by the Government of India (GOI). in millions) As of March 31.020 365.8 years 4.240 6. 2002 Category Weighted average interest rate 11. Includes interest-free borrowing from the GOI aggregating Rs.999 91.633 11.26 years 11.137 20.994 67.815 6. in millions) Fixed-rate obligations Long-term debt maturing during the year ending March 31. 2004 2005 2006 2007 2008 Thereafter Total Less: Unamortized debt issue cost Total 77. Long-term debt is denominated in various currencies.13% 7.564 11.136 88. 50.64 years 3.5% 7.44 years 6.622 Total 86.40% 3.200 5. Indian Rupee debt A listing of major category of Indian Rupee debt is set out below: (Rs.894 million).151 million 2002: Rs. 100 million based on the prevailing interest rate of 16% for borrowings of a similar term and risk.488 14.529 million) and foreign currency debt of Rs.

50 years 3. whereby funds can be used only for specified purposes. KfW and the GOI have entered into an agreement whereby the interest paid to the GOI is repaid to the Company either in the form of a grant or a loan.1% 2. This preferred stock bears a dividend yield of 0. the grants do not have a repayment schedule. 772 million). With respect to certain borrowings. 466 million. 2002 Category Weighted average interest rate 3.8% 13. the Company has an unutilized option to borrow Rs. in millions) As of March 31.05 years These borrowings have been raised under specific lines of credit from international development agencies.179 4.001% and is redeemable at face value after 20 years.5% 9. interest is being imputed for each reporting period. The borrowings have lender-imposed restrictions that limit the use of the funds for specified purposes. As of March 31. The preferred stock was initially recorded at its fair value of Rs. 3.435 million) of interest accrued but not due on interest bearing liabilities.52 years 3.8% 3. 853 million (2002: Rs.37% 0-9.69% 6.500 million during the year ended March 31. The borrowings are guaranteed by the GOI.417 24. the terms of the borrowing agreement provide that a portion of the interest payable on the borrowing shall be paid to the GOI instead of the lender. under specific lines of credit. 21. include Rs.276 million (2002: Rs.15% 2. The imputed interest rate of 10.08 years 0-8. While the loan is repayable as per a specified schedule. 5. 2003.762 50. Banks in India are not allowed to issue preferred stock.notes to the consolidated financial statements Continued Foreign currency debt A listing of major category of foreign currency debt is set out below: (Rs. The carrying amount of this redeemable preferred stock as of March 31. Similarly. under these lines of credit. the Company has been currently exempted from the restriction. Exchange rate fluctuations on certain borrowings are guaranteed by the GOI. However. an international development agency.5% Average Residual maturity Weighted average interest Amount rate 25.224 47. Subsequently. 6. The interest amounts received from the GOI bear limitations on usage and are required to be advanced as loans/contributions for specified purposes. 2003. The terms of the borrowings provide for limitations on usage.265 million (2002: Rs. Other liabilities Interest accrued Other liabilities as of March 31.349 million) as per an agreed schedule over a period of 5 years at various interest rates. the terms of the borrowing agreement provide that a portion of the interest payable on the borrowings shall be retained by the Company and used to be advanced as loans/contributions for specified purposes. Borrowings from Kreditanstalt fur Wiederaufbau The Company has been borrowings from Kreditanstalt fur Wiederaufbau (KfW).0% 3. 1998 under the scheme of business combination with ITC Classic Finance Limited. 16. 21. which include lending to specified sectors. Redeemable preferred stock The Company issued preferred stock with a face value of Rs.6% was determined based on the then prevailing interest rate for securities of similar maturity.894 0-6. F81 .670 72. 2003 is Rs. which prohibits issue of preference shares by banks.6 years 2-9. with respect to certain other borrowings from KfW.14% 2003 Average Residual maturity Amount Borrowings from international development agencies (1) (2) (3) Other borrowings from international markets Total (1) (2) (3) Range Range 25.1 years 6.

1949. the Company consummated the reverse acquisition with the acquiree effective April 1. 2. The Company has issued American Depository Shares (ADS) representing underlying common stock. These relate to requirements regarding earmarking a part of the profits under banking laws in India. Statutes governing the operations of the Company mandate that dividends be declared out of distributable profits only after the transfer of at least 25% of net income each year. shall be discharged by the Company. 11. the ADS holders have no voting rights due to a condition contained in the approval of the offering from the Ministry of Finance of India.689 million) and retained interest of Rs. F82 . Similarly. 22.514 million which are not distributable as dividends under the Banking Regulation Act. no time schedule has been specified for the usage of the funds. Retained earnings and dividends Retained earnings at March 31. the breach of which. 5. Retained earnings as of March 31. include reserves of Rs.940 million (2002: Rs. KfW can modify the scope of the specified purposes. 2003.875 million). would enable the donor to demand repayment of the grants/retained interest. 496 million (2002: Rs. These relate to profits on redemption of preferred stock and requirements regarding earmarking a part of profits under banking laws.153 million (2001: Rs. On consummation of the reverse acquisition. The interest repaid by the GOI in the form of grants and the interest retained under the agreement with KfW do not represent contributions as they specify donor-imposed conditions. Other liabilities as of March 31. Under the depository agreement. The Company retains the income derived from the loans made out of the funds. However. as reflected in the records of the Company. the remittance of dividends outside India is governed by Indian statutes on foreign exchange transactions. 2003. While every holder of common stock. all preferential amounts. 2002. 10. except for voting rights. shall be distributed to the holders of common stock in proportion to the common stock held by shareholders. Accordingly. if any.notes to the consolidated financial statements Continued The Company periodically advances loans/contributions for specified purposes out of these funds and reports such utilizations to the GOI/KfW. it bears the risks of default on the loans. Additionally. include profits aggregating to Rs. Common stock The Company presently has only one class of common stock. 10. In the event of liquidation of the affairs of the Company. Utilization of these balances is subject to approval of the Board of Directors and needs to be reported to Reserve Bank of India. 23. to a statutory reserve. which are not distributable as dividends under Indian company law. 2002. The effect of the reverse acquisition on the capital structure (including outstanding stock options) of the Company has been retroactively adjusted in the financial statements. after such discharge. In the event that the funds are not utilized for specified purposes. has one vote in respect of each share held.866 million) earmarked under Indian tax laws to avail tax benefits and which are not distributable as dividends. the grants/retained interest have been reported as liabilities. the GOI/KfW have the right to require repayment of the grant/ retained interest. adjustments were made to the value of the common stock and the additional paid in capital. 2003 computed as per generally accepted accounting principles of India include profits aggregating to Rs. include grants of Rs.052 million (2002: Rs. whereby shareholders of the Company were issued common shares of the acquiree in the ratio of 1:2. Any transfer of balances from such earmarked reserves would result in withdrawal of the tax exemption on the transferred amounts. As discussed in Note 3. Additionally. the depository of the ADS will vote as directed by the Board of Directors of the Company. The common stock represented by the ADS is similar to other common stock. computed in accordance with current banking regulations. The remaining assets of the Company. 439 million). 2. 12. Retained earnings as of March 31.

265 1.18) — (14. except earnings per share data) Year ended March 31. 2003.605 393 — — 393 16. Further.72 3.547 393 — — 393 (7.30 and Rs. Investment Banking segment and Others. 2001 Basic Earnings Net income before extraordinary items and cumulative effect of accounting change (before dilutive impact) Contingent issuances of subsidiaries/affiliates Net income before cumulative effect of accounting change (adjusted for full dilution) Cumulative effect of accounting change.800 equity shares and 12. 81. lease financing.983) 563 — — 563 6. Subsequent to the reverse acquisition.10 were outstanding during the year ended March 31.015.94 0.88 — 16.72 3. working capital finance and foreign exchange services to clients. 25.547 393 — — 393 282 — 282 1.22 3.983) 563 — — 563 (7. As discussed in Note 3.22 3.630 — 6.983) — (7. 171.630 (25) 6. it provides deposit and loan products to retail customers.983) — (7.81 — 16.630 — 6. The Investment Banking segment deals in the debt. in millions. net of tax Net income available to common stockholders (adjusted for full dilution) Common stock Weighted-average common stock outstanding Dilutive effect of convertible debt instruments Dilutive effect of employee stock options Total Earnings per share Net income before extraordinary items and cumulative effect of accounting change Cumulative effect of accounting change Net income Fully Diluted Basic 2002 Fully diluted Basic 2003 Fully diluted 6.18) Options to purchase 7. factoring. The Company’s operations have been classified into the following segments: Commercial Banking segment.630 393 — — 393 6.975 equity shares granted to employees at a weighted average exercise price of Rs.81 0. but were not included in the computation of diluted earnings per share because the exercise price of the options was greater than the average market price of the equity shares during the period.18) — (14. equity and money markets and provides corporate advisory products such as mergers and acquisition advice.88 16.605 282 — 282 1. Segmental disclosures and related information Segmental disclosures SFAS No. Earnings per share A computation of the earnings per share is set out below: (Rs. the Company changed the structure of its internal organisation. 2002.18) (14. loan syndication advice and issue management services.610. which changed the composition of its operating segments. the Company has reported a net loss and accordingly all outstanding options are anti-dilutive. During the year ended March 31.265 1. Disclosure about Segments of an Enterprise and Related Information. The Commercial Banking segment provides medium-term and long-term project and infrastructure financing. 131.983) — (7.983) — (7. Segment data for previous periods have been reclassified on a comparable basis. the Company consummated the reverse acquisition with the acquiree effective April 1. establishes standards for the reporting of information about operating segments. securitization. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Chief Operating Decision Maker (CODM) in deciding how to allocate resources and in assessing performance. respectively.94 (14.notes to the consolidated financial statements Continued 24. F83 . 2002 and 2003.

328 1.099 1.771 8.272) 3.interest income Total income Interest expense Depreciation Provision for loan losses Other expenses Income/(loss) before taxes Income tax (expense)/benefit Cumulative effect of accounting changes.157 15 2003 16.244 11.413 2.291 17. assets and liabilities are either specifically identifiable with individual segments or have been allocated to segments on a systematic basis.420 — (7.781 1.327 67 13 1. Further. The CODM evaluates the Company’s performance and allocates resources based on performance indicators (components of profit and loss) of each of the segments. 2001 Income from external customers Interest income Non . F84 .interest income Income from other operating segments Interest income Non .645 10.169 8.867 1.458 10.008 19.226 A listing of certain assets of reportable segments is set out below: (Rs.343 (11.215 2. the CODM specifically reviews assets of the personal financial services division.755 (529) — 1.824 8.240 2.notes to the consolidated financial statements Continued Others consist of various operating segments that do not meet the requirements to be reported as on individual reportable segment as defined in SFAS No. which is a part of commercial banking segment.363 Eliminations of the acquiree 2002 (4.239 1.007 219 21.921 1.413 658 95.867 2003 2. 2001 7.152 — 2003 2.595 6. Property and equipment Investment in equity affiliates 2002 13.186 69.577 1. Corporate overheads and assets have also been allocated to segments on a systematic basis.754 252 Others 2002 2.211 14. 131.731 4. in millions) Commercial Banking As of March 31.498 4. net of tax Net income/(loss) 85.454 89 8 1.916 231 4 2.823 236 18.826 11.792 189 251 28.281 1.796 1.889 (347) — 4.401 1.028 81.641 72.747 3. Income. expenses.040 106.827 23.831) — 2003 — — Total 2002 12.462 2. The profit and loss of reportable segments is set out below: (Rs.962 6.615 Inter segment transactions are generally based on transfer pricing measures as determined by management.542 2002 91.588 2002 8.111 948 10.691 2003 76.321 1.445 9.882 2003 21.852) Investment Banking Year ended March 31.564 24 — 2.533 384 90.138 (728) 1.959 (659) — 1.048 — Investment Banking 2002 2. in millions) Commercial Banking Year ended March 31.300 2003 21.

the gratuity benefit is provided to the employee either through a fund administered by a Board of Trustees and managed by Life Insurance Corporation of India (LIC) or through a fund administered and F85 .641 18.574 9. Activities outside India are restricted to resource mobilization in the international markets and operations of certain software development and services subsidiaries in the United States.notes to the consolidated financial statements Continued A reconciliation between the segment income and consolidated totals of the Company is set out below: (Rs.218) 743.726 7. a defined benefit retirement plan covering all employees.681 A reconciliation between the segments and consolidated total assets of the Company is set out below: (Rs.180.767 16. the Company provides for gratuity.300 (343) (1.983) 2003 (7.291 2.211 1.101) — 1. The gratuity benefit provided by the Company to its employees is equal to or greater than the statutory minimum.827 2.755 (1. 2001 4. 75. in millions) As of March 31.015 111. which are reviewed separately by the CODM.588 (7) (493) — 6.542 2.564 116 (750) — 6.308) 2003 90.531) 87.072 million).219) (10.343 398.357) (13.175.789 (29.028 21.852) 1.183 15.362 Commercial banking includes retail assets of Personal financial services division of Rs.418 1.330) 1.186 28.547 (7. in millions) Total income Year ended March 31.208 million (March 2002: Rs. The plan provides a lump sum payment to vested employees at retirement or termination of employment based on the respective employee’s salary and the years of employment with the Company.347 2002 106.826 (12. 2002 Commercial Banking(1) Investment Banking Others Total segment assets Unallocable assets Eliminations Consolidated total assets (1) 2003 767.945) 89.015) — 533 2003 (11.226 (1.263 858. 2001 Commercial banking Investment banking Others Eliminations of the acquiree Other reconciling adjustments Consolidated total 95.819 2002 1.889 2. Employee benefits Gratuity In accordance with Indian regulations.134.272) 1.138 1.850 1. 26.630 2002 1.659 (15.527) — — (11. Major customers The Company provides banking and financial services to a wide base of customers.397 (406.874 — Income/(loss) before taxes andaccounting changes Year ended March 31. In respect of the parent company.039 268.691 1. Geographic distribution The business operations of the Company are largely concentrated in India. There is no major customer. which contributes more than 10% of total income.959 (549) (2.785) (10. 172.044) Net income/ (loss) Year ended March 31. 2001 4.

although the LIC administers the scheme and determines the contribution premium required to be paid by the Company. The plan is fully funded. 2002 Change in benefit obligations Projected benefit obligations at beginning of the year Divestitures Obligations assumed on acquisition Service cost Interest cost Expected benefits payments Unrecognized prior service cost Actuarial (gain)/loss on obligations Projected benefit obligations at the end of the year Change in plan assets Fair value of plan assets at beginning of the year Fair value of plan assets acquired on acquisition Expected return on plan assets Employer contributions Actual benefits paid Actuarial (gain)/loss Plan assets at the end of the year Funded status Unrecognized actuarial loss Unrecognized transitional obligation Unrecognized prior service cost Net prepaid gratuity cost 207 — 29 25 (14) — 17 264 213 — 26 29 (16) (5) 247 (17) 86 (19) 9 59 2003 263 393 69 64 (18) 59 63 893 248 402 70 163 (32) 22 873 (20) 136 (17) — 99 The components of the net gratuity cost are set out below: (Rs. Under this scheme. the gratuity benefit is provided through annual contributions to a fund administered and managed by the LIC. the settlement obligation remains with the Company. in millions) As of March 31. In respect of the remaining entities within the group. The Company is responsible for settling the gratuity obligation through contributions to the fund. in millions) Year ended March 31. The following table sets forth the funded status of the plans and the amounts recognized in the financial statements: (Rs.notes to the consolidated financial statements Continued managed by a Board of Trustees. 2001 Service cost Interest cost Expected return on assets Amortization of transition asset/liability Amortization of prior service cost Actuarial (gain)/loss Net gratuity cost 12 16 (16) (1) 1 — 12 2002 29 25 (29) (1) 1 2 27 2003 69 64 (70) 1 1 2 67 F86 .

The plan provides for a pension payment on a monthly basis to these employees on their retirement based on the respective employee’s salary and years of employment with the Company. Change in plan assets Fair value of plan assets at beginning of the year Expected return on plan assets Employer contributions (Gain)/loss on plan assets Benefits paid Plan assets at the end of the year Net prepaid benefit The components of the net pension cost are set out below: (Rs. The pension plan is funded through periodic contributions to a fund set-up by the Company and administrated by a Board of Trustees.5% As of March 31.5% 2003 8% 7% 7. a deferred retirement plan covering certain employees. 2002 Discount rate Rate of increase in the compensation levels Rate of return on plan assets 10% 9% 9. a defined contribution plan. of the total plan assets. 3 million) has been invested in debt securities of the Company. Pension The Company provides for pension. (Rs. 2003 Change in benefit obligations Projected benefit obligations at beginning of the year Service cost Interest cost Expected benefits payments Actuarial (gain)/loss on obligations Projected benefit obligations at the end of the year. Employees covered by the pension plan are not eligible for benefits under the provident fund plan. The pension plan is the continuation of the acquiree’s plan and hence there are no comparatives for the current year. in millions) As of March 31. Such contributions are actuarially determined. 46 million (2002: Rs. The following table sets forth the funded status of the plan and the amounts recognized in the financial statements. 2003 Service cost Interest cost Expected return on assets Actuarial (gain)/loss Net pension cost 22 89 (86) — 25 913 22 89 (42) (129) 853 914 86 16 166 (26) 1. 2003.156 303 F87 .notes to the consolidated financial statements Continued The actuarial assumptions used in accounting for the gratuity plan are given below: As of March 31. in millions) Year ended March 31. Rs.

The options vest in a graded manner over 3 years with 20%. the manager of the fund. Accounting for Certain Transactions involving Stock Compensation. 7 million (2002: Rs. 50 million and Rs. the above transaction had no accounting consequence.461. The Company contributed Rs.8 171. This transaction is similar to an equity restructuring.notes to the consolidated financial statements Continued The assumptions used in accounting for the pension plan are given below: (Rs. employees of the Company (excluding those covered under the pension scheme) are entitled to receive benefits under the provident fund.200) (16.0 266.875 1. 106 million in years ended March 31. 89 million and Rs. The options can be exercised within 10 years from the date of the grant. such difference is contributed by the Company and charged to income. Compensation expense under the ICICI Plan for the year ended March 31. As a result of the reverse acquisition.0 171. Further.8 171. 97 million to the employees superannuation plan for the years ended March 31.8 171.250 (60.161. 2001. the Company is authorized to issue up to 39.0-266. Rs.0 226. in the event the return on the fund is lower than 11% (current guaranteed rate of return to the employees). 26 million.546. 2001: Rs. Stock option activity Stock option activity under the above stock option plans is set out below: (Rs. The contribution to the employees provident fund amounted to Rs. a defined contribution plan. Under the terms of the reverse acquisition. the Company approved an Employee Stock Option Plan (ICICI Plan). 8% 7% 7.0 112 108 — — 109 — . 2001 ICICI Bank Limited Option shares outstanding Outstanding at the beginning of the year Granted during the year Forfeited during the year Exercised during the year Outstanding at the end of the year Exercisable at the end of the year F88 1. 27.0 171. 30% and 50% of the options vesting at the end of each year. These contributions are made to a fund set up by the Company and administered by a Board of Trustees.675 231.27 million equity shares to eligible employees. 2001. both the employee and the Company contribute monthly at a determined rate. in which. in millions) As of March 31. all outstanding options of the Company were exchanged for options of the acquiree in the ratio of 1:2 with an adjustment to the exercise price in the same ratio. 2003 is Rs. 51 million. As the intrinsic value of all the assumed options was negative on the date of consummation. Under the ICICI Plan. in millions) Year ended March 31.250) 2.0 171.0 171. Eligible employees are granted an option to purchase shares subject to vesting.0 266. no amount has been allocated to deferred compensation under FIN 44. which undertakes to pay the lump sum and annuity payments pursuant to the scheme. In accordance with FIN 44.0 171. 2003 Discount rate Rate of increase in the compensation levels Rate of return on plan assets Superannuation The permanent employees of the Company are entitled to receive retirement benefits under the superannuation scheme operated by the Company. Employee Stock Option Plan In August 1999. the Company assumed the employee options outstanding under the acquiree’s option plan.175 Range of exercise Weighted average Weighted average prices and grant exercise price and remaining contractual date fair values grant date fair values life (months) 171.5% Provident fund In accordance with Indian regulations. 2002 and 2003 respectively. 2002 and 2003 respectively. Superannuation is a defined contribution plan under which the Company contributes annually a sum equivalent to 15% of the employee’s eligible annual salary to LIC. Rs. 55 million. 37 million).

000) 12.0 134.222.0-266.8 162. ICICI Infotech is authorized to issue up to 12 million equity shares to its employees and employees of the parent company.344. The options can be exercised within 10 years from the date of the grant. During the years ended March 31.5 108 37. 2003 ICICI Bank Limited Option shares outstanding Outstanding at the beginning of the year Acquisitions Forfeited during the year Exercised during the year Outstanding at the end of the year Exercisable at the end of the year ICICI Infotech In April 2000. in millions) Year ended March 31.241.6 146.6 109 116 — — 114 — (Rs.350) (3.5 37.0-164.015.800 6.675 4.400 — ICICI Infotech Range of exercise Weighted average Weighted average prices and grant exercise price and remaining contractual date fair values grant date fair values life (months) — — — 37. in millions) Year ended March 31.9 114 110 98 — .5 — 108 — F89 7.0-266. 2001 Option shares outstanding Outstanding at the beginning of the year Granted during the year Forfeited during the year Exercised during the year Outstanding at the end of the year Exercisable at the end of the year — 2.675) (700) 7. The options vest in a graded manner over 3 years with 20%.8 105.0 105. in millions) Year ended March 31. Eligible employees are granted an option to purchase shares subject to vesting conditions.0 154.5-266.400) — 2.0 162.8 105.800 (103.8 171.6 205.0 164.7 169.275 5.5 — — — — — 37. Stock option activity under the above stock option plan is set out below: (Rs.327.0-266.0 105.825 (730. As shares of ICICI Infotech are not quoted on exchanges.300 Range of exercise Weighted average Weighted average prices and grant exercise price and remaining contractual date fair values grant date fair values life (months) 171.8 52.notes to the consolidated financial statements Continued (Rs.0-266. ICICI Infotech approved an Employee Stock Option Plan (Infotech Plan).9 120. 2002 and 2003.610. Under the Infotech Plan. 2002 ICICI Bank Limited Option shares outstanding Outstanding at the beginning of the year Granted during the year Forfeited during the year Exercised during the year Outstanding at the end of the year Exercisable at the end of the year 2.500 (417.800 74.4 171.8 120. the Company has not recorded any compensation cost as the exercise price was equal to the fair value of the underlying equity shares on the grant date.4-171.0 154. the fair value represents management’s best estimates considering all available factors.4-266.8 226. 2001.6 105.887.546.015.317 Range of exercise Weighted average Weighted average prices and grant exercise price and remaining contractual date fair values grant date fair values life (months) 105. 30% and 50% of the options vesting at the end of each year.4 218.5 — 37.8 171.0-266.0-266.

0 37.3 11.235.448 ICICI Infotech Range of exercise Weighted average Weighted average prices and grant exercise price and remaining contractual date fair values grant date fair values life (months) 37.notes to the consolidated financial statements Continued (Rs.5-100.5-68.5-100.1 59.0 37. in millions) Year ended March 31.0 37.7 97.020 369.220) 3.0-100.0 37.0 42.863.3 113 Exercisable at the end of the year — — — — F90 .7 37. 2001.3 46.3 113 Forfeited during the year (395. As of March 31.5 37.3 11.5-100.070 ICICI Infotech Range of exercise Weighted average Weighted average prices and grant exercise price and remaining contractual date fair values grant date fair values life (months) 37.400 1. 78. Stock option activity under the above stock option plan is set out below: (Rs. Eligible employees are granted an option to purchase shares subject to vesting conditions.020 783. a consolidated subsidiary. a consolidated subsidiary. approved an Employee Stock Option Plan (Venture Plan). The options vest in a graded manner over 4 years with 25% at the end of the first year and 12. The Company did not record compensation cost. The options can be exercised within 10 years from the date of the grant.0 37. 2002.0 37.5-68.000 11. ICICI OneSource Limited In September 2002. ICICI OneSource is authorized to issue equity shares up to 10% of the share capital to the employees.5 52. During the year ended March 31.5 68. the Venture Plan was discontinued and all the options outstanding were voluntarily forfeited by the employees.863.360) (10. 2003 ICICI OneSource Limited Option shares Range of exercise Weighted average Weighted average outstanding prices and grant exercise price and remaining contractual date fair values grant date fair values life (months) Outstanding at the beginning of the year — — — — Granted during the year 4.960) (10.3 11. in millions) Year ended March 31.3 — Exercised during the year — — — — Outstanding at the end of the year 3.1 55.960 1. 835 per share were outstanding.000 11.5 68. approved an Employee Stock Options Plan (OneSource plan).200) 4.0 37. The Company does not intend to replace such cancelled options.974. Under the OneSource Plan.0 37.250.0 52.5-68. as the exercise price was equal to the fair value of the underlying equity shares on the grant date. in millions) Year ended March 31. 2002 Option shares outstanding Outstanding at the beginning of the year Granted during the year Forfeited during the year Exercised during the year Outstanding at the end of the year Exercisable at the end of the year 2.200.000) 11.5 37.5 108 99 — — 104 — (Rs.900 options with an exercise price of Rs.500 (435.5% of the options vesting at the end of each subsequent six month period. ICICI OneSource.5-68. ICICI Venture.2 104 108 — — 75 87 ICICI Venture In July 2000.241.855.0 68.7 60.800 (342. 2003 Option shares outstanding Outstanding at the beginning of the year Granted during the year Forfeited during the year Exercised during the year Outstanding at the end of the year Exercisable at the end of the year 3.

The ultimate realization of the deferred tax asset is dependent on the generation of future taxable income during the periods in which the temporary differences become deductible. management believes that it is more likely than not that the Company will realize the benefits of those deductible differences.416) (875) — — — — (58) (10.726 Valuation allowance Total deferred tax asset Deferred tax liabilities Property and equipment Undistributed earnings of subsidiary and affiliates Intangibles Investment in trading securities Long term debt Available for sale securities Others Total deferred tax liability Net deferred tax asset (226) 16. as the exercise price was equal to the fair value of the underlying equity shares on the grant date. 21.266 million in the future periods to be able to fully realize the benefit of net deferred asset recognized in these consolidated financial statements.264 31 175 — 676 16.216) (294) (1.857) (39) (666) (20) (358) (12.notes to the consolidated financial statements Continued The Company has not recorded any compensation cost. Income taxes Components of deferred tax balances The tax effects of temporary differences are reflected through a deferred tax asset/liability. however could be reduced in the near term if estimates of future taxable income are reduced.963 In assessing the realizability of deferred tax assets.228 1. The Company would require taxable income of Rs.141 176 1. the fair value represents management’s best estimates considering all available factors.151 2003 16. The components of the deferred tax balances are set out below: (Rs. F91 . As shares of ICICI OneSource Limited are not quoted on exchanges. 2002 Deferred tax assets Allowance for loan losses Available for sale securities Investments in trading securities Unearned income Capital loss carry forward Business loss carry forward Deposits Other 12. The amount of deferred tax assets considered realizable. 28. which is included in the balance sheet of the Company. in millions) As of March 31.937 (524) 18.500 (9. Management considers the scheduled reversal of the projected future taxable income. management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.450) 5. and tax planning strategies in making this assessment.044 62 693 23 219 94 574 18.349) 6.263 2.413 (9. Based on the level of historical taxable income and projections for future taxable incomes over the periods in which the deferred tax assets are deductible.

70% 190 2003 (11. 108 million.059) F92 . 2003. legislation was enacted in the first few months of the fiscal year that changed the amount of the surcharge for that fiscal year and future years. The following is the reconciliation of expected income taxes at statutory income tax rate to income tax expense/ benefit as reported: (Rs. 2003. Further. 2002 and 2003.061) 6.819 39. 129 and Rs. 280 million pertaining to an excess of the amount for financial reporting over the tax basis carried forward pertaining to investment in equity affiliates. 505 million. March 31. 2001.044) 36. 2009 – Rs. Reconciliation of tax rates The Indian statutory tax rate is 35% plus a surcharge. 298 million respectively. 2001.55%. The net change in the total valuation allowance for the years ended March 31.55% 2. 2003 was an increase of Rs. the Company has recorded a valuation allowance of Rs. As at March 31. 43 million. 2001. During each of the years presented.697 2002 533 35. 2001 Income/(loss) before income taxes Statutory tax rate Income tax expense/(benefit) at the statutory tax rate Increases/(reductions) in taxes on account of: Special tax deductions available to financial institutions Exempt interest and dividend income Income charged at rates other than statutory tax rate Changes in the statutory tax rate Expenses disallowed for tax purposes Tax on undistributed earnings of subsidiary Change in valuation allowance Tax adjustments in respect of prior year tax assessments Tax adjustment on account of change in tax status of subsidiary Other Income tax expense/(benefit) reported (542) (525) (927) (192) 179 227 97 — — (825) 189 (333) (800) 280 360 109 234 129 175 — (93) 251 (38) (558) 916 (109) 486 62 298 (31) (97) 69 (3.70% and 36. 2006. 2002 and March 31. 321 million which expires in 2022 and Australian subsidiary was Rs.75% for the years ended March 31. 33 million which has no expiration date. 110 million expires in March 31. respectively. 2% and 5% during the years ended March 31. The surcharge was changed to 13%. and resulted in a total statutory tax rate of 39. As at March 31. 97 million as at April 1. The Company’s capital loss carried forward of Rs.75% (4. respectively. business loss carry forward pertaining to the Company’s US subsidiary was Rs. in millions) Year ended March 31. 2002 related to business loss carried forward and capital loss carried forward. included in the above. 2010 – Rs.notes to the consolidated financial statements Continued The Company had a valuation allowance of Rs. 35. with expiration dates as follows: March 31. The majority of the valuation allowance as of March 31. the Company has business loss carry forward of Rs. 2002 and 2003.

The guarantees are generally for a period not exceeding 10 years. in millions) Year ended March 31. Performance guarantees are obligations to pay a third party beneficiary where a customer fails to perform a non-financial contractual obligation. 189 (481) 605 313 2002 251 890 — 1.notes to the consolidated financial statements Continued Components of income tax expense from continuing operations The components of income tax expense/(benefit) from continuing operations are set out below: (Rs. are similar to those relating to other types of financial instruments. 2001 Current Deferred Income tax expense/(benefit) reported 4.461 599 (1. as well as the operating risks.141 2003 (3. The current carrying amount of the liability for the Company’s obligations under the guarantee amounted to Rs.287 (4. The credit risk associated with these products.269) 189 2002 3. Further.061) 1. Financial guarantees are obligations to pay a third party beneficiary where a customer fails to make payment towards a specified financial obligation. in millions) Year ended March 31. These generally represent irrevocable assurances that the Company will make payments in the event that the customer fails to fulfill its financial or performance obligations.061) Only an insignificant amount of the Company’s income/(loss) before income taxes and income tax expense/(benefit) was from outside India.348) (3. The interest rate on these commitments is dependent on the lending rates on the date of the loan disbursement. These loan commitments aggregated Rs. the commitments have fixed expiration dates and are contingent upon the borrower’s ability to maintain specific credit standards.458 (4. 2001 Income/(loss) from continuing operations Unrealized gain/(loss) on securities available for sale Additional paid in capital Income tax expense/(benefit) reported 29. 48. 346 million (2002: Nil). Guarantees As a part of its project financing and commercial banking activities. the Company has issued guarantees to enhance the credit standing of its customers.217 million).474 (3.759 million as of March 31. 2003 (2002: Rs. Allocation of income taxes The total income tax expense/(benefit) was recorded as follows: (Rs. 68.001) F93 .223) 251 2003 1. Commitments and contingencies Loan commitments The Company has outstanding undrawn commitments to provide loans and financing to customers.

2003. 2003. 26 million. for non-cancelable leases: (Rs. 2003 the Company paid insurance premium to Lombard amounting to Rs.619 44. 2003 (2002: Rs.755 3. in millions) Nature of guarantee Maximum potential amount of future payments under guarantee Less than 1 year Financial guarantees Performance guarantees Total Capital commitments The Company is obligated under a number of capital contracts. 2001: Rs. Estimated amounts of contracts remaining to be executed on capital account aggregated Rs.260 9. results of operations or cashflows. 2004 2005 2006 2007 2008 Thereafter Total minimum lease commitments 30. 3 million) and from Lombard.462 28. Rs.843 F94 . 2001: Nil).393 5. Rs. 756 million). Operating lease commitments The Company has commitments under long-term operating leases principally for premises and automated teller machines. if any. 82 million (2002: Rs. 264 million as of March 31. 50 million. 224 million (2002: Rs.015 1-3 years 4.598 2. 54 million. 84 million (2002: Rs.224 16. 2001: Nil). management believes that the outcome of such matters will not have a material effect upon the Company’s consolidated financial position. Litigation Various litigation and claims against the Company and its subsidiaries are in process and pending. Rs. have been adequately provided for. in millions) Lease rental commitments for the year ending March 31. 22 million). from Pru-ICICI. Tax contingencies Various tax-related legal proceedings are pending against the Company.111 6.753 10. the Company received for lease of premises. 2001: Rs. Related party transactions The Company has transactions with its affiliates and directors/employees. The following is a summary of future minimum lease rental commitments as of March 31. Lease of premises and facilities During the year ended March 31.notes to the consolidated financial statements Continued Details of guarantees outstanding are set out below: (Rs. Capital contracts are job orders of a capital nature which have been committed.709 3-5 years 118 786 904 Over 5 years 17. 5 million. and the Company does not estimate any incremental liability in respect of these proceedings. As of the balance sheet date. facilities and other administrative costs from Prulife. work had not been completed to this extent.215 Total 28. 237 231 223 208 174 320 1. Based upon a review of open matters with legal counsel. The following represent the significant transactions between the Company and such related parties: Insurance services During the year ended March 31. Potential liabilities. 6 million (2002: Rs.

3 million (2002: Nil. 8.352 million) were outstanding as of March 31. the Company received from Prulife for seconded employees. Software development services During the year ended March 31. 182 million (2001: Rs. 22. Rs. 12 million (2002: Rs. 24 million (2002: Rs. 8 million (2001: Rs. 1. Similarly. During the year ended March 31. the Company paid rentals to the acquiree for lease of premises. 2002.760 million and Rs. Secondment of employees During the year ended March 31. 11 million (2001: Nil).202 million). 2. Asset management services During the year ended March 31. the Company set up a common technology infrastructure platform and the acquiree was charged towards communication expenses. 2002. 2002. 21 million. the Company paid interest on bonds/deposits/call borrowings to its affiliated companies. Contracts aggregating Rs. 2002. 2003. Similarly. the Company entered into interest rate swap contracts and cross currency swap contracts with the acquiree aggregating Rs.399 million (2001: Nil).466 million (2001: Rs. 10 million (2002: Rs. Rs.900 million and Rs. 32 million (2001: Rs. 2002. Rs. Back-office support services During the year ended March 31. for interest rate swaps and currency swaps respectively. 2003. 72 million). 8 million). 73 million). Rs. Similarly. 19 million (2001: Rs. 2002. 2001: Nil) and from Lombard. Contracts aggregating Rs. Rs. 124 million (2001: Rs. and earned fees of Rs. 4. the Company received rentals for lease of premises. 94 million). 2001: Nil). 3. 2001: Rs. 275 million (2001: Rs. Deposits and borrowings During the year ended March 31. Derivative transactions During the year ended March 31. the Company provided asset management services to TCW and earned fees of Rs. 2002.863 million) during the year ended March 31. during the year ended March 31. 2002. 2002. As of March 31. 256 million (2001: Rs. the Company provided software development services to Tricolor and Pru-ICICI and earned fees of Rs. 2002. During the year ended March 31. 2003. F95 . the Company entered into forward foreign exchange contracts with the acquiree aggregating Rs. 2001: Rs. Rs.350 million and Rs. the Company has entered into reverse repurchase transactions with the acquiree amounting to Rs. backbone infrastructure expenses and data centre costs. 31 million). 189 million) during the year ended March 31. facilities and other equipment from the acquiree.272 million (2001: Rs. Banking services The Company utilized banking services of the acquiree.792 million (2001: Nil). 2002. Net interest income in respect of these swaps amounted to Rs. non-interest expense of the Company relating to such services.310 million and Nil (2001: Rs. 268 million. 10.55 million (2001: Rs. 4 million) during the year ended March 31. 5 million). 5 million.notes to the consolidated financial statements Continued During the year ended March 31.331 million) respectively. 2002. 2002.262 million) were outstanding as of March 31. the Company had reverse repurchase transactions outstanding with the acquiree of Rs. Rs. 251 million (2001: Rs. amounted to Rs. 52. During the year ended March 31. 47.193 million). 2. 2. 2002. the Company paid to the acquiree for employees seconded to the Company. the Company received from the acquiree for seconded employees. Rs. 2002. the Company developed software and provided software and hardware support services to the acquiree. Reverse repurchase transactions During the year ended March 31. 21.

Derived fair value estimates cannot necessarily be substantiated by comparison to independent markets and. Employee loans The Company has advanced housing. As at March 31. in many cases. These techniques involve uncertainties and are significantly affected by the assumptions used and judgments made regarding risk characteristics of various financial instruments. vehicle and general purpose loans to employees. Related party balances The following balances payable to/receivable from related parties are included in the balance sheet: (Rs. could not be realized in an immediate sale of the instruments.526 million (2001: Nil) relating to such repurchases are reflected as a component of the other borrowings. F96 4. obligations of Rs. 2. Other transactions During the year ended March 31. Subsequently. 2003. fair values are based on estimates using present value or other valuation techniques. Transfer of financial assets During the year ended March 31. 99 million). 2002. 2002. bearing interest ranging from 2. of Rs. 29 million (2001: Rs. The loans are generally secured by the assets acquired by the employees. Gains of Rs. the Company regained control of the assets sold.5% to 6%. future expected loss experience and other factors. the Company provided telephone banking call-centre services and transaction processing services for the credit card operations of the acquiree. as well as off-balance sheet instruments such as foreign exchange and derivative contracts. In other cases. Employee loan balances outstanding as of March 31. the Company undertook a corporate brand advertising campaign.152 million (2001: Rs. Fair value estimates are generally subjective in nature. Where available. and earned fees of Rs.360 209 1. in millions) As of March 31. 149 million (2001: Rs. 2002. of Rs. 8 million). 438 million).273 million (2002: Rs. 2002. 2002 Cash and cash equivalents Loans Other assets Deposits Other liabilities 31. Estimated fair value of financial instruments The Company’s financial instruments include financial assets and liabilities recorded on the balance sheet. Share transfer activities During the year ended March 31.notes to the consolidated financial statements Continued During the year ended March 31. and are made as of a specific point in time based on the characteristics of the financial instruments and relevant market information. out of which an amount of Rs. 15 million) has been recovered from the acquiree. Changes in assumptions could significantly affect these estimates and the resulting fair values. 3 million (2001: Rs. estimates of future cash flows. 11. 2002. due to a change in the status of the qualifying special purpose entity used in the transactions. where the beneficial interests were purchased by the acquiree. quoted market prices are used. 949 million) are included in other assets. discount rates.549 440 3 . 98 million (2001: Rs. the Company transferred loans in pass-through securitization transactions. 50 million) was recorded on the sale.269 — 24 2003 — 22 2. The tenure of these loans range from 5 years to 25 years. 3. the Company provided share transfer services and dematerialization services to the acquiree and earned fees of Rs.

because of differences in methodologies and assumptions used to estimate fair values. The following describes the methods and assumptions used by the Company in estimating the fair values of financial instruments: Cash and cash equivalents The carrying amounts reported in the balance sheet approximate fair values because maturities are less than three months. the aggregate fair value amount presented do not purport to represent.notes to the consolidated financial statements Continued Fair value estimates are based on existing financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. the Company’s fair values should not be compared to those of other financial institutions. Deposits The carrying amount of deposits with no stated maturity is considered to be equal to their fair value. Fair value of fixed-rate time deposits is estimated by discounting contractual cash flows using interest rates currently offered on the deposit products. and for which markets do not exist. or by discounting cash flows based on current rate available to the Company for similar types of borrowing arrangements. Disclosure of fair values is not required for certain items such as investment accounted for under the equity method of accounting. the underlying market or franchise value of the Company. market prices. short-term borrowings and redeemable preferred stock The fair value of the Company’s debt. estimates of fair value are based upon management’s review of the investee’s financial results. Accordingly. Fair value for variable-rate time deposits approximates their carrying value. or are estimated using pricing models or discounted cash flows. Loans The fair values of certain commercial and consumer loans are estimated by discounting the contractual cash flows using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. market prices. condition and prospects. including short-term borrowings. Securities Fair values are based primarily on quoted. or other independent. For certain debt and equity investments that do not trade on established exchanges. Values for interest rate and foreign exchange products are based on quoted. and other intangible assets. the impairment is considered while arriving at the fair value. is estimated based on quoted market prices for the issues for which there is a market. Values for trading securities are generally based on quoted. market prices. prepaid expenses. property and equipment. In addition. or other independent. core deposit intangibles and the value of customer relationships associated with certain types of consumer loans. Fair value estimates for deposits do not include the benefit that results from the low-cost funding provided by the deposit liabilities compared to the cost of alternative forms of funding (core deposit intangibles). particularly the credit card portfolio. Trading assets and liabilities Trading account assets and liabilities are carried at fair value in the balance sheet. The carrying value of certain other loans approximates fair value due to the short-term and/or repricing characteristics of these loans. income tax assets and liabilities. For impaired loans. or other independent. and should not be considered representative of. obligations for pension and other post-retirement benefits. Long-term debt. F97 .

601 46.008 454. gold and approved securities.035 43. was 11. KAMATH Managing Director & Chief Executive Officer JYOTIN MEHTA General Manager & Company Secretary G. Represents acceptances outstanding. 2002 Carrying value Financial assets Trading account assets Securities (Note 1) Loans (Note 2) Other financial assets (Note 3) Total Financial liabilities Interest-bearing deposits Non-interest-bearing deposits Trading account liabilities Short-term borrowings Long-term debt Redeemable preferred stock Other financial liabilities (Note 4) Total Note 1: Note 2: Note 3: Note 4: As of March 31.252 1. 9.048 115.783 642.421 115.251 35.259 675.086 42. for which the carrying value is a reasonable estimate of fair value.105 70.095 400.376 60.017 426.239 26. KANNAN Chief Financial Officer & Treasurer BALAJI SWAMINATHAN Senior General Manager F98 . The capital adequacy ratio of the Company calculated in accordance with the Reserve Bank of India guidelines at March 31.418 million (2002: Rs.268 million) for which there are no readily determinable fair values.A listing of the fair values by category of financial assets and financial liabilities is set out below: (Rs.804 511. Includes cash and cash equivalents and customers acceptance liability for which the carrying value is a reasonable estimate of fair value. 230. Capital adequacy requirements The Company is subject to the capital adequacy requirements set by the Reserve Bank of India.609 — 17. The amount of securities required to be maintained at March 31.705 1.V.051 35. 1949. For and on behalf of the Board K. S. security deposits and unearned income. VENKATAKRISHNAN General Manager Corporate Accounts & Taxation KALPANA MORPARIA Executive Director N.812 853 43. 1949.644 million (2002: Nil).046 523. 2003.239 26. 2003 Carrying value 39.10%.077.848 7. 32.046 527.004.376 60.066.634 280.381 456. Regulatory matters Subsequent to the reverse acquisition of the acquiree.282 7.783 612. registered with and subject to examination by the Reserve Bank of India. the Company is a banking company within the meaning of the Indian Banking Regulation Act.634 280.954 540.302 Includes non-readily marketable equity securities of Rs.808 Estimated fair value 42.621 630.928 1.252 1. The carrying value of loans is net of the allowance for loan losses.167 46.080 42.388 Estimated fair value 39. the Company is required to maintain a specified percentage of its net demand and time liabilities by way of liquid unencumbered assets like cash. 8.105 70.259 672.705 1.086 42.028. which stipulate a minimum ratio of capital to risk adjusted assets and off-balance sheet items of 9% to be maintained.621 641.649 980 4.458 772 4. 2003 was Rs. in millions) As of March 31. Statutory liquidity requirements In accordance with the Banking Regulation Act.380 — 17.

Vadodara 390 007 CORPORATE OFFICE ICICI Bank Towers Bandra-Kurla Complex. Chartered Accountants Universal Insurance Building. Anand Rao Nair Road. Mumbai 400 021 REGISTRAR AND TRANSFER AGENTS ICICI Infotech Limited Maratha Mandir Annexe Dr. Mumbai 400 051 STATUTORY AUDITORS N. Mumbai 400 008 .REGISTERED OFFICE Landmark Race Course Circle. Mumbai 400 001 S. Chartered Accountants Express Towers. 6th Floor. Mumbai Central. Pherozeshah Mehta Road. Raiji & Co. M. Batliboi & Co. Nariman Point. R.

Sign up to vote on this title
UsefulNot useful