STRICTLY CONFIDENTIAL—DO NOT FORWARD

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THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT,OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR OTHER JURISDICTION AND MAY NOT BEOFFERED OR SOLD WITHIN THE U.S. OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (ASDEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTIONFROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THESECURITIES ACT AND ANY APPLICABLE STATE OR LOCAL SECURITIES LAWS.

Except with respect to eligible investors in jurisdictions where such offer is permitted by law, nothing in thiselectronic transmission constitutes an offer or an invitation by or on behalf of either the issuer of the notes or CitigroupGlobal Markets Inc., Deutsche Bank Securities Inc. and Merrill Lynch International to subscribe for or purchase any ofthe notes described therein, and access has been limited so that it shall not constitute a general advertisement orsolicitation in the United States or elsewhere. If a jurisdiction requires that the offering be made by a licensed broker ordealer and the underwriters or any affiliate of the underwriters is a licensed broker or dealer in that jurisdiction, theoffering shall be deemed to be made by Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Merrill LynchInternational or their affiliates on behalf of the issuer in such jurisdiction.

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OFFERING MEMORANDUM CONFIDENTIAL

US$ 750,000,000

ICICI Bank Limited6.375% Fixed to Floating Rate Subordinated Notes due April 30, 2022

Issue Price: 99.766%

We, ICICI Bank Limited, are issuing US$ 750,000,000 6.375% Fixed to Floating Rate Subordinated notes dueApril 30, 2022, the notes. The notes will be redeemable, at our option, on the First Call Date (as defined herein) orany Interest Payment Date (as defined herein) thereafter in whole, but not in part, subject to certain conditions (see“Description of the Notes—Optional Redemption”) at our option at the Base Redemption Price (as defined herein).The notes are also redeemable at our option following the occurrence of a Regulatory Event (as defined herein),subject to certain conditions (see “Description of the Notes—Redemption upon a Regulatory Event”), in whole butnot in part at a redemption price equal to (A) in the case of redemption prior to April 30, 2017, the higher of theBase Redemption Price and the Make Whole Amount, or (B) in the case of a redemption on or after April 30, 2017,the Base Redemption Price, all as more fully described herein under “Description of the Notes—Redemption upon aRegulatory Event” or in the event of certain changes in withholding taxes at a redemption price equal to the BaseRedemption Price (see “Description of Notes—Optional Tax Redemption”). Interest will be payable on theoutstanding principal amount of the notes from January 12, 2007 (the “Issue Date”) (i) semi-annually in arrears onApril 30 and October 31 of each year, at a fixed rate per annum equal to 6.375%, during the period from (andincluding) the Issue Date to (but excluding) April 30, 2017, and (ii) thereafter semi-annually in arrears on April 30and October 31 of each year, at a variable rate per annum equal to the 6-month LIBOR plus a margin of 2.28%. Thefirst payment of interest will be made on April 30, 2007 in respect of the period from (and including) the Issue Dateto (but excluding) April 30, 2007. See “Description of the Notes—Interest”. The notes will be unsecured andsubordinated obligations.

Approval-in-principle has been obtained for the listing of the notes on the Singapore Exchange SecuritiesTrading Limited, or the Singapore Exchange. The Singapore Exchange assumes no responsibility for thecorrectness of any statements made, opinions expressed or reports contained in this offering memorandum.Admission of the notes to the Official List of the Singapore Exchange is not to be taken as an indication of themerits of ICICI Bank or the notes.

Investing in the notes involves risks. See “Risk Factors” beginning on page 17 for adiscussion of risks relevant to an investment in the notes.

The notes have been assigned a rating of “Baa2” by Moody’s Investors Service, Inc., or Moody’s and arating of “BB-” by Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc., or S&P.The rating addresses our ability to perform our obligations under the terms of the notes. A rating is not arecommendation to buy, sell or hold the notes and may be subject to suspension, reduction or withdrawal at anytime by Moody’s or S&P. A suspension, reduction or withdrawal of the rating assigned to the notes mayadversely affect the market price of the notes.

The notes have not been and will not be registered under the United States Securities Act of 1933, asamended, or the Securities Act, or the securities laws of any other jurisdiction and may not be offered or soldwithin the United States (as defined in Regulation S under the Securities Act) except pursuant to an exemptionfrom, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the notesare being offered and sold only (i) in the United States to qualified institutional buyers in reliance on theexemption from the registration requirements of the Securities Act provided by Rule 144A and (ii) outside theUnited States to non-US persons in compliance with Regulation S under the Securities Act. For a description ofcertain restrictions on resales and transfers, see “Transfer Restrictions”.

It is expected that the notes will be ready for delivery in book-entry form only through The Depository TrustCompany, or DTC, Euroclear Bank S.A./N.V., as operator of the Euroclear System, or Euroclear, andClearstream Banking, société anonyme, Luxembourg, or Clearstream, Luxembourg, and their respectiveparticipants, on or about January 12, 2007.

Joint Lead Managers and Bookrunners

Citigroup Deutsche Bank Securities Merrill Lynch International

The date of this offering memorandum is January 9, 2007

TABLE OF CONTENTS

Page

Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ivEnforceability of Civil Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ivForward-looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . vSummary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . 38Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72

Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72History . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73Shareholding Structure and Relationship with the Government of India . . . . . . . . . . . . . . . . . . . . . . . . . 74Strategy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75Overview of ICICI Bank’s Products and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76Treasury . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82Asset Composition and Classification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83Funding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92Risk Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99Technology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112Competition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113Legal and Regulatory Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114

Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118Overview of the Indian Financial Sector . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 132Supervision and Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 144Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 167Form, Denomination and Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 178Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 184United States ERISA Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 188Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 189Transfer Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 193Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 196Independent Accountants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 196Description of Certain Differences between Indian GAAP and US GAAP . . . . . . . . . . . . . . . . . . . . . . . . . . . 197Index to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1

i

In this offering memorandum, unless the context otherwise requires, (i) references to “we”, “our” or to “us”or to “ICICI Bank” mean, as the context requires, to ICICI Bank Limited on an unconsolidated basis subsequentto the amalgamation, to ICICI Bank Limited on an unconsolidated basis prior to the amalgamation and(ii) references to “ICICI” are to ICICI Limited prior to its amalgamation with ICICI Bank Limited. In thisoffering memorandum, unless otherwise specified or the context otherwise requires, references to “$”, “US$”,US dollars” and “dollars” are to United States dollars and references to “Rs.”, “rupee”, “rupees” or “Indianrupees” are to the legal currency of India. References to a particular “fiscal” year are to our fiscal year endedMarch 31 of such year. In this offering memorandum, references to “US” or “United States” are to the UnitedStates of America, its territories and its possessions. References to “India” are to the Republic of India.

Except as otherwise stated in this offering memorandum, all translations from Indian rupees to US dollarsare based on the noon buying rate in the City of New York on September 29, 2006, for cable transfers in Indianrupees as certified for customs purposes by the Federal Reserve Bank of New York which was Rs. 45.95 per$1.00. No representation is made that the Indian rupee amounts have been, could have been or could beconverted into US dollars at such a rate or any other rate. Any discrepancies in any table between totals and sumsof the amounts listed are due to rounding.

This offering memorandum has been prepared by us solely for use in connection with the proposedplacement of the notes. We, Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Merrill LynchInternational, or the Initial Purchasers, reserve the right to withdraw the offering of the notes at any time or toreject any offer to purchase, in whole or in part, for any reason, or to sell less than all of the notes offered hereby.This offering memorandum is personal to the prospective investor to whom it has been delivered by the InitialPurchasers and does not constitute an offer to any other person or to the public in general to subscribe for orotherwise acquire the notes. Except as set forth in the paragraph below, distribution of this offering memorandumto any person other than the prospective investor and those persons, if any, retained to advise that prospectiveinvestor with respect thereto is unauthorized, and any disclosure of its contents without our prior written consentis prohibited. Except as set forth in the paragraph below, the prospective investor, by accepting delivery of thisoffering memorandum, agrees to the foregoing and agrees not to make any photocopies of this offeringmemorandum.

This offering memorandum is intended solely for the purpose of soliciting indications of interest in the notesfrom qualified investors and does not purport to summarize all of the terms, conditions, covenants and otherprovisions contained in the Indenture and other transaction documents described herein. The informationprovided is not all-inclusive. The market information in this offering memorandum has been obtained by us frompublicly available sources deemed by us to be reliable. Notwithstanding any investigation that the InitialPurchasers may have conducted with respect to the information contained herein, the Initial Purchasers do notaccept any liability in relation to the information contained in this offering memorandum or its distribution orwith regard to any other information supplied by or on our behalf.

We confirm that, after having made all reasonable inquiries, this offering memorandum contains allinformation with regard to us and the notes which is material to the offering and sale of the notes, that theinformation contained in this offering memorandum is true and accurate in all material respects and is notmisleading in any material respect and that there are no omissions of any other facts from this offeringmemorandum which, by their absence herefrom, make this offering memorandum misleading in any materialrespect. We accept responsibility accordingly. The information presented in the section entitled “Overview of theIndian Financial Sector” has been accurately extracted from publicly available documents from various sources,including officially prepared materials from the Government of India and its various ministries and the ReserveBank of India, or RBI, and has not been independently verified by us.

This offering memorandum contains summaries intended to be accurate with respect to certain terms ofcertain documents, but reference is made to the actual documents, all of which will be made available toprospective investors upon request to us or the trustee for complete information with respect thereto, and all suchsummaries are qualified in their entirety by such reference.

ii

Prospective investors in the notes should rely only on the information contained in this offeringmemorandum. Neither we nor the Initial Purchasers have authorized the provision of information different fromthat contained in this offering memorandum. The information contained in this offering memorandum is accuratein all material respects only as of the date of this offering memorandum, regardless of the time of delivery of thisoffering memorandum or of any sale of the notes. Neither the delivery of this offering memorandum nor any salemade hereunder shall under any circumstances imply that there has been no change in our affairs and those ofeach of our respective subsidiaries or that the information set forth herein is correct in all material respects as ofany date subsequent to the date hereof.

Prospective investors hereby acknowledge that (i) they have been afforded an opportunity to request from usand to review, and have received, all additional information considered by them to be necessary to verify theaccuracy of, or to supplement, the information contained herein, (ii) they have had the opportunity to review allof the documents described herein, (iii) they have not relied on the Initial Purchasers or any person affiliated withthe Initial Purchasers in connection with any investigation of the accuracy of such information or theirinvestment decision, and (iv) no person has been authorized to give any information or to make anyrepresentation concerning us or the notes (other than as contained herein and information given by our dulyauthorized officers and employees, as applicable, in connection with investors’ examination of us and the termsof this offering) and, if given or made, any such other information or representation should not be relied upon ashaving been authorized by us or the Initial Purchasers.

In making an investment decision, prospective investors must rely on their examination of us and theterms of this offering, including the merits and risks involved. The notes have not been approved orrecommended by any United States federal or state securities commission or any other United States,Singapore or other regulatory authority. Furthermore, the foregoing authorities have not passed upon orendorsed the merits of the offering or confirmed the accuracy or determined the adequacy of this offeringmemorandum. Any representation to the contrary is a criminal offense in the United States.

NOTICE TO NEW HAMPSHIRE RESIDENTS

Neither the fact that a registration statement or an application for a license has been filed underchapter 421-B of the New Hampshire revised statutes, or RSA 421-B, with the State of New Hampshire nor thefact that a note is effectively registered or a person is licensed in the State of New Hampshire constitutes afinding by the Secretary of State of New Hampshire that any document filed under RSA 421-B is true, completeand not misleading. Neither any such fact nor the fact that an exemption or exception is available for a note or atransaction means that the Secretary of State has passed in any way upon the merits or qualifications of, orrecommended or given approval to, any person, note or transaction. It is unlawful to make, or cause to be made,to any prospective purchaser, customer or client, any representation inconsistent with the provisions of thisparagraph.

This offering memorandum does not constitute an offer to sell, or a solicitation of an offer to buy, any notesoffered hereby by any person in any jurisdiction in which it is unlawful for such person to make an offer orsolicitation.

In connection with this issue, Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Merrill LynchInternational, or any of their respective affiliates (or any person acting on behalf of any of them) may, to the extentpermitted by applicable laws and regulations, over-allot or effect transactions with a view to supporting the marketprice of the notes at a level higher than that which might otherwise prevail for a limited period after the issue date.However, there is no obligation on Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Merrill LynchInternational, or any of their respective affiliates (or any person acting on behalf of any of them), to do this. Suchstabilization, if commenced, may be discontinued at any time, and must be brought to an end after a limited period.

iii

None of us, the Initial Purchasers, or any of our or their respective affiliates or representatives ismaking any representation to any offeree or purchaser of the notes offered hereby regarding the legality ofany investment by such offeree or purchaser under applicable legal investment or similar laws. Eachprospective investor should consult with its own advisors as to legal, tax, business, financial and relatedaspects of a purchase of the notes.

For this offering, we and the Initial Purchasers are relying upon exemptions from registration under theSecurities Act for offers and sales of securities which do not involve a public offering, including Rule 144Aunder the Securities Act. Prospective investors are hereby notified that sellers of the notes may be relying onthe exemption from the provision of Section 5 of the Securities Act provided by Rule 144A. The notes aresubject to restrictions on transferability and resale. Purchasers of the notes may not transfer or resell the notesexcept as permitted under the Securities Act and applicable state securities laws. See “Transfer Restrictions”.Prospective investors should thus be aware that they may be required to bear the financial risks of this investmentfor an indefinite period of time.

The distribution of this offering memorandum and the offer and sale of the notes may, in certainjurisdictions, be restricted by law. Each purchaser of the notes must comply with all applicable laws andregulations in force in each jurisdiction in which it purchases, offers or sells the notes or possesses or distributesthis offering memorandum, and must obtain any consent, approval or permission required for the purchase, offeror sale by it of the notes under the laws and regulations in force in any jurisdiction to which it is subject or inwhich it makes purchases, offers or sales. There are restrictions on the offer and sale of the notes, and thecirculation of documents relating thereto, in certain jurisdictions including the United States, the UnitedKingdom, Hong Kong and Singapore, and to persons connected therewith. See “Plan of Distribution—SellingRestrictions”.

Investors should contact the Initial Purchasers with any questions about this offering or if they requireadditional information to verify the information contained in this offering memorandum.

Neither the United States Securities and Exchange Commission, or the SEC, nor any state securitiescommission has approved or disapproved of these notes or determined if this offering memorandum is truthful orcomplete. Any representation to the contrary is a criminal offence.

AVAILABLE INFORMATION

While any notes remain outstanding, we shall, during any period in which we are not subject to Section 13or 15(d) of the Exchange Act or exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act,make available to any qualified institutional buyer (as defined in Rule 144A under the Securities Act) who is aholder and any prospective purchaser of notes who is a qualified institutional buyer (as so defined) designated bysuch holder, upon the request of such holder or prospective purchaser, the information concerning us required tobe provided to such holder or prospective purchaser by Rule 144A(d)(4) under the Securities Act.

ENFORCEABILITY OF CIVIL LIABILITIES

ICICI Bank is a limited liability company under the laws of India. Substantially all of our directors andexecutive officers and certain experts named herein reside outside the United States, and a substantial portion ofour assets and the assets of such persons are located outside the United States. As a result, it may be difficult forinvestors to effect service of process upon such persons within the United States or to enforce against us or suchpersons in US courts judgments obtained in US courts, including judgments predicated upon the civil liabilityprovisions of the federal securities laws of the United States.

iv

India is not a party to any international treaty in relation to the recognition or enforcement of foreignjudgments. We understand that in India the statutory basis for recognition of foreign judgments is found inSection 13 of the Indian Code of Civil Procedure 1908, or the Civil Code, which provides that a foreign judgmentshall be conclusive as to any matter directly adjudicated upon except: (i) where the judgment has not beenpronounced by a court of competent jurisdiction; (ii) where the judgment has not been given on the merits of thecase; (iii) where the judgment appears on the face of the proceedings to be founded on an incorrect view ofinternational law or a refusal to recognize the law of India in cases where such law is applicable; (iv) where theproceedings in which the judgment was obtained were opposed to natural justice; (v) where the judgment hasbeen obtained by fraud; or (vi) where the judgment sustains a claim founded on a breach of any law in force inIndia. Section 44A of the Civil Code provides that where a foreign judgment has been rendered by a court in anycountry or territory outside India which the Government of India has by notification declared to be areciprocating territory, it may be enforced in India by proceedings in execution as if the judgment had beenrendered by the relevant court in India. The United States has not been declared by the Government of India to bea reciprocating territory for purposes of Section 44A. Accordingly, a judgment of a court in the United Statesmay be enforced in India only by a suit upon the judgment, not by proceedings in execution. The suit must bebrought in India within three years from the date of the judgment in the same manner as any other suit filed toenforce a civil liability in India. It is unlikely that a court in India would award damages on the same basis as aforeign court if an action is brought in India. Furthermore, it is unlikely that an Indian court would enforceforeign judgments if it viewed the amount of damages awarded as excessive or inconsistent with Indian practice.A party seeking to enforce a foreign judgment in India is required to obtain approval from the Reserve Bank ofIndia under the Foreign Exchange Management Act, 1999 to execute such a judgment or to repatriate any amountrecovered. Also, a party may file suit in India against us, our directors or our executive officers as an originalaction predicated upon the provisions of the federal securities laws of the United States.

FORWARD-LOOKING STATEMENTS

We have included statements in this offering memorandum or documents incorporated by reference hereinwhich contain words or phrases such as “will”, “would”, “aim”, “aimed”, “will likely result”, “is likely”, “arelikely”, “believe”, “expect”, “expected to”, “will continue”, “will achieve”, “anticipate”, “estimate”,“estimating”, “intend”, “plan”, “contemplate”, “seek to”, “seeking to”, “trying to”, “target”, “propose to”,“future”, “objective”, “goal”, “project”, “should”, “can”, “could”, “may”, “will pursue”, “our judgment” andsimilar expressions or variations of such expressions, that are “forward-looking statements”. Actual results maydiffer materially from those suggested by the forward-looking statements due to certain risks or uncertaintiesassociated with our expectations with respect to, but not limited to, the actual growth in demand for banking andother financial products and services, our ability to successfully implement our strategy, including our use of theInternet and other technology and our rural expansion, our ability to integrate recent or future mergers oracquisitions into our operations, our ability to manage the increased complexity of the risks we face followingour rapid international growth, future levels of impaired loans, our growth and expansion in domestic andoverseas markets, the adequacy of our allowance for credit and investment losses, technological changes,investment income, our ability to market new products, cash flow projections, the outcome of any legal, tax orregulatory proceedings in India and in other jurisdictions we are or become a party to, the future impact of newaccounting standards, our ability to implement our dividend policy, the impact of changes in banking regulationsand other regulatory changes in India and other jurisdictions on us, including on the assets and liabilities ofICICI, a former financial institution not subject to Indian banking regulations, our ability to roll over our short-term funding sources and our exposure to credit, market and liquidity risks. By their nature, certain of the marketrisk disclosures are only estimates and could be materially different from what actually occurs in the future. As aresult, actual future gains, losses or impact on net interest income and net income could materially differ fromthose that have been estimated.

In addition, other factors that could cause actual results to differ materially from those estimated by theforward-looking statements contained in this offering memorandum include, but are not limited to, the monetary

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and interest rate policies of India and the other markets in which we operate, natural calamities, generaleconomic, financial or political conditions, instability or uncertainty in India, southeast Asia, or any othercountry which have a direct or indirect impact on our business activities or investments, caused by any factorincluding terrorist attacks in India, the United States or elsewhere, anti-terrorist or other attacks by the UnitedStates, a United States-led coalition or any other country, tensions between India and Pakistan related to theKashmir region, military armament or social unrest in any part of India, inflation, deflation, unanticipatedturbulence in interest rates, changes or volatility in the value of the rupee, foreign exchange rates, equity prices orother market rates or prices, the performance of the financial markets in general, changes in domestic and foreignlaws, regulations and taxes, changes in the competitive and pricing environment in India, and general or regionalchanges in asset valuations. For a further discussion on the factors that could cause actual results to differ, see thediscussion under “Risk Factors” included elsewhere in this offering memorandum. The forward-lookingstatements made in this offering memorandum speak only as of the date of this offering memorandum. We do notintend to publicly update or revise these forward-looking statements to reflect events or circumstances after thedate of this offering memorandum, and we do not assume any responsibility to do so.

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SUMMARY

You should read the following summary together with the risk factors and the more detailed informationabout us and our financial results included elsewhere in this offering memorandum.

Overview

We are a leading Indian private sector commercial bank and, together, with our subsidiaries, offer productsand services in the areas of commercial banking to retail and corporate customers (both domestic andinternational), treasury and investment banking and other financial products such as insurance. We wereincorporated in India in 1994. In 2002, ICICI, a non-bank financial institution, and two of its subsidiaries, ICICIPersonal Financial Services and ICICI Capital Services, were amalgamated with us. At that time, ICICI PersonalFinancial Services was engaged in the distribution and servicing of various retail credit products and otherservices offered by ICICI and us and ICICI Capital Services was a distributor of financial and investmentproducts. Our products and services now include those previously offered by ICICI. As of September 30, 2006we were the largest private sector bank in India and the second largest bank in India, in terms of assets.

Our commercial banking operations span the corporate and the retail sector. At September 30, 2006, ourprincipal network consisted of 584 branches, 48 extension counters and 2,336 automated teller machines, orATMs, in 355 locations across several Indian states. We offer a suite of products and services for both ourcorporate and retail customers. We offer a range of retail credit and deposit products and services to retailcustomers. The implementation of our retail strategy and the growth in our commercial banking operations forretail customers has had a significant impact on our business and operations in recent years. At September 30,2006, retail finance (gross) represented 69.2% of our gross loans and advances compared to 62.9% at year-endfiscal 2006 and 60.9% at year-end fiscal 2005. Our corporate customers include many of India’s leadingcompanies as well as growth-oriented small and middle market businesses, and the products and services offeredto them include loan and deposit products and fee and commission-based products and services. Through ourtreasury operations, we manage our balance sheet and strive to optimize profits from our trading portfolio bytaking advantage of market opportunities. We believe that the international markets present a major growthopportunity and have, therefore, expanded to countries other than India to serve our customers’ cross borderneeds and offer our commercial banking products to international customers.

We offer our customers a choice of delivery channels, and we use technology to differentiate our productsand services from those of our competitors. We remain focused on changes in customer needs and technologicaladvances to remain at the forefront of electronic banking in India, and seek to deliver high quality and effectiveservices.

Strategy

Our objective is to enhance our position as a premier provider of banking and other financial services inIndia and to leverage our competencies in financial services and technology to develop an international businessfranchise.

The key elements of our business strategy are to:

• focus on quality growth opportunities by:

• maintaining and enhancing our strong retail and corporate franchise;

• building an international presence;

• strengthening our insurance business; and

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• building a rural banking franchise.

• emphasize conservative risk management practices and enhance asset quality;

• use technology for competitive advantage; and

• attract and retain talented professionals.

Our principal executive offices are located at ICICI Bank Towers, Bandra-Kurla Complex, Mumbai 400051,India; our telephone number is (91) 22-2653-1414 and our website address is www.icicibank.com. Theinformation on our website is not a part of this offering memorandum.

Recent Developments

In October 2006, we issued US$ 400 million senior notes due 2011, in the international capital markets andin November 2006, a further US$ 100 million senior notes were issued under our offshore medium-term noteprogram.

On October 24, 2006, the Board of Directors elevated V. Vaidyanathan, Senior General Manager asExecutive Director on the Board, subject to the approval of the Reserve Bank of India, and of the shareholders ofICICI Bank at the next general meeting.

On October 31, 2006, Lalita Gupte retired from the Board of Directors of ICICI Bank. See“Management—” for a discussion of the composition of our board of directors.

To institutionalise and recognise the group-wide roles of certain key functions, a new management gradehas been introduced and the following Senior General Managers have been promoted to this grade:

a) Madhabi Puri-Buch, as the Group Corporate Brand Officer.

b) Vishakha Mulye, as the Group Chief Financial Officer.

c) K. Ramkumar, as the Group Chief Human Resources Officer.

d) Pravir Vohra, as the Group Chief Technology Officer.

On December 9, 2006, the Board of Directors of ICICI Bank and the Board of Directors of The Sangli BankLimited at their respective meetings, approved an all-stock amalgamation of Sangli Bank with ICICI Bank at ashare exchange ratio of 100 shares of ICICI Bank for 925 shares of Sangli Bank. The amalgamation is subject tothe approval of the shareholders of ICICI Bank, Sangli Bank and the Reserve Bank of India and such otherapprovals as may be required.

On December 18, 2006, we increased our Prime Lending Rate by 50 basis points from 13.25% to 13.75%and increased the floating reference rate, to which the pricing of our floating rate home loans is linked, from10.25% to 10.75%. We have also increased interest rates on deposits of value less than Rs. 10.0 million in therange of 0.25%-0.75% across various tenors.

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The Offering

Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . ICICI Bank Limited, a public limited company incorporated under thelaws of the Republic of India (“ICICI Bank”).

Notes Offered . . . . . . . . . . . . . . . . . . . . . 6.375% Fixed to Floating Rate Subordinated Notes due April 30,2022 issued by ICICI Bank in an aggregate principal amount of US$750,000,000 (the “notes”).

Maturity . . . . . . . . . . . . . . . . . . . . . . . . . The notes will mature on April 30, 2022 (the “Maturity Date”).

Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . The Bank of New York

Interest . . . . . . . . . . . . . . . . . . . . . . . . . . Interest will be payable on the outstanding principal amount of thenotes from January 12, 2007 (the “Issue Date”) (i) semi-annually inarrears on April 30 and October 31 of each year, at a fixed rate perannum equal to 6.375%, during the period from (and including) theIssue Date to (but excluding) April 30, 2017, and (ii) thereafter semi-annually in arrears on April 30 and October 31 of each year, at avariable rate per annum equal to the 6-month LIBOR plus a margin of2.28%. The first payment of interest will be made on April 30, 2007in respect of the period from (and including) the Issue Date to (butexcluding) April 30, 2007. See “Description of the Notes—Interest”.Each such date is an “Interest Payment Date”.

Each period from and including an Interest Payment Date or the IssueDate, as applicable, to but excluding the next Interest Payment Dateuntil April 30, 2017 is called a “Fixed Interest Period”. The periodfrom and including April 30, 2017, to but excluding the nextfollowing Interest Payment Date, and each successive period fromand including an Interest Payment Date to, but excluding, theMaturity Date is called a “Floating Interest Period”. Each FixedInterest Period and Floating Interest Period is referred to as an“Interest Period”.

If and to the extent that, on any Interest Payment Date, ICICI Bankhas:

• a Capital Deficiency (as defined below), then ICICI Bank shallnot pay any principal or interest on such date and (i) with respectto any Interest Payment Date other than the Maturity Date, theinterest payable on such date shall be deferred until the nextsucceeding date on which interest is payable under the notes, and(ii) with respect to the Maturity Date, any interest (includingInterest Arrears and Additional Interest (each as defined below))and principal payable on such date shall be deferred until theCompulsory Payment Date (as defined below); or

• a Net Loss (as defined below) or increase in Net Loss without aCapital Deficiency, then ICICI Bank shall not pay any principalor interest on such date except that it may pay interest with theprior approval of the Reserve Bank of India (“RBI”) and, in theevent that the RBI does not grant approval for payment of interest(i) with respect to any Interest Payment Date other than the

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Maturity Date, the interest payable on such date shall be deferreduntil the next succeeding date on which interest is payable underthe notes, and (ii) with respect to the Maturity Date, any interest(including Interest Arrears and Additional Interest (each asdefined below)) and principal payable on such date shall bedeferred until the Compulsory Payment Date (as defined below).

“Capital Deficiency” means, for any Interest Payment Date, thatICICI Bank determines that its capital to risk assets ratio (“CRAR”)has declined below the minimum regulatory requirement prescribedby the RBI from time to time, (i) as at the immediately precedingMarch 31 in the case of the Interest Payment Date in April and (ii) asat the immediately preceding September 30 in the case of the InterestPayment Date in October.

“Compulsory Payment Date” means, in the case of principal andinterest (including Interest Arrears and Additional Interest), a dateafter the Maturity Date following deferral of the payment of principaland interest which is one business day after the first date on whichICICI Bank determines that it has (i) neither a Capital Deficiency nora Net Loss or (ii) no Capital Deficiency, but a Net Loss or increase inNet Loss and has received approval from the Reserve Bank of India tomake the payment of principal and interest, provided that any suchpayment will not cause ICICI Bank to have a Capital Deficiency or inthe case of (i) a Net Loss.

“Net Loss” means, for any Interest Payment Date, a determinationmade by ICICI Bank as per (a) unconsolidated Indian GAAP financialstatements that it has either (i) a negative balance reported in thebalance in the profit and loss account line item in its Balance Sheet,or (ii) a net loss reported in its profit and loss account, as at and forthe 12 month period ended on the immediately preceding March 31 inthe case of the Interest Payment Date in April or as at and for the sixmonth period ended on the immediately preceding September 30 inthe case of the Interest Payment Date in October, or (b) regulations orguidelines prescribed by Reserve Bank of India from time to time inthis regard. In case of any conflict between the determination madeunder (a) and (b) hereinabove, the determination made under (b) shallprevail.

If, as a consequence of a Capital Deficiency or a Net Loss, ICICIBank shall not pay principal or interest on an Interest Payment Datethen, no later than the 5th day prior to the relevant Interest PaymentDate, it shall deliver to the Trustee a notice indicating the existence ofsuch Capital Deficiency or Net Loss and that it will as a consequencethereof not pay principal or interest on such Interest Payment Date (a“Payment Suspension Notice”). A Payment Suspension Notice willhave no force or effect unless ICICI Bank has delivered it to theTrustee in accordance herewith.

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Interest on the notes will be cumulative. This means that, if interest isnot paid on the notes on any Interest Payment Date, holders of thenotes will have the right to receive those interest payments on thenext succeeding date on which interest is payable under the notes.

In the event that ICICI Bank determines there is a Net Loss without aCapital Deficiency for any Interest Payment Date, ICICI Bank shallapply to the RBI for permission to pay interest which wouldotherwise be due on such Interest Payment Date. If the RBI grantssuch permission, notwithstanding any prior delivery of a PaymentSuspension Notice in relation to such Interest Payment Date, ICICIBank shall, subject to compliance with such conditions as may bestipulated by the RBI while granting its approval, proceed to pay theinterest due on such Interest Payment Date, either (i) on such InterestPayment Date, if approval from the RBI is received in advancethereof, or (ii) within 1 business day of receipt of the approval fromthe RBI if such approval is received after the date which is 1 businessday prior to the relevant Interest Payment Date.

In the event that any interest in respect of the notes is not paid on anInterest Payment Date (any such amount, “Interest Arrears”), suchInterest Arrears shall bear interest (“Additional Interest”) from theInterest Payment Date on which the interest first became due to (andincluding) the actual date of payment. Additional Interest shall becalculated at the interest rate payable on the notes. Additional Interestaccrued to any Interest Payment Date shall be added, for the purposeonly of calculating the Additional Interest accruing thereafter, to theamount of Interest Arrears remaining unpaid on such InterestPayment Date.

Dividend and Capital Restriction . . . . So long as any Interest Arrears or Additional Interest thereon remainunpaid, ICICI Bank will not (i) other than to the holders of ExistingPreference Shares to the extent permissible and subject to prevailingIndian laws, declare or pay any dividend, distribution or otherpayment in respect of its Ordinary Shares, any other security orobligation of ICICI Bank ranking junior to the notes, or any OtherPari Passu Claims (other than as required under the terms of anypreference shares or other security or obligation ranking junior to thenotes (but not including Ordinary Shares) or Other Pari PassuClaims), or (ii) other than as required under the terms of such securityor obligation, effect any repurchase or redemption of any of itsOrdinary Shares, any other security or obligation of ICICI Bankranking junior to the notes or any Other Pari Passu Claims, (orcontribute any moneys to a sinking fund for the redemption of anysuch shares, securities or claims).

“Ordinary Shares” means ordinary shares of ICICI Bank.

“Existing Preference Shares” means the three hundred fifty 0.001%preference shares of Rs. 10,000,000 each of ICICI Bank allotted asfully paid preference shares to preference shareholders of erstwhileICICI Limited, redeemable at par on April 20, 2018.

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Subordination . . . . . . . . . . . . . . . . . . . . The payment obligations of ICICI Bank under the notes constituteunsecured subordinated obligations of ICICI Bank and will rank(i) behind (junior to) the claims of holders of Senior Indebtedness,(ii) pari passu with Other Pari Passu Claims and (iii) before (seniorto) (x) the claims for payment of any obligation that, expressly or byapplicable law, is subordinated to the notes, (y) the claims of holdersof preference and equity shares of ICICI Bank and (z) the claims ofinvestors in instruments eligible for inclusion in Tier I capital ofICICI Bank, in accordance with the subordination provisions of theIndenture.

“Other Pari Passu Claims” means claims of creditors of ICICI Bankwhich are subordinated so as to rank pari passu with claims in respectof the notes.

“Senior Indebtedness” means all deposits and other senior liabilitiesof ICICI Bank (including those in respect of bonds, notes anddebentures), and debt instruments constituting “lower Tier II” capitalof ICICI Bank from time to time, other than liabilities of ICICI Bankunder the notes. For the avoidance of doubt, Senior Indebtedness shallnot include any other debt securities of ICICI Bank which qualify forUpper Tier II treatment under the RBI guidelines.

Additional Amounts . . . . . . . . . . . . . . . All payments of principal and interest in respect of the notes will bemade without withholding or deduction for any taxes or othergovernmental charges imposed by a Taxing Jurisdiction, unless suchwithholding or deduction is required by law. In the event ICICI Bankis required by law to withhold or deduct amounts for any such taxesor other governmental charges, ICICI Bank will pay such additionalamounts so that the holders of the notes will receive the sameamounts as they would have received without such withholding ordeduction, subject to certain exceptions. ICICI Bank will pay anystamp, administrative, court, documentary, excise or property taxesimposed on the initial issuance and delivery of the notes in a TaxingJurisdiction and will indemnify the holders of the notes for any suchtaxes paid by the holders of the notes, excluding any such duties ortaxes which may relate to any transfer or transmission of the notesfollowing their initial issuance and delivery by us. See “Descriptionof the Notes—Additional Amounts.”

“Taxing Jurisdiction” means India, or any political subdivisionthereof or any authority or agency therein or thereof having the powerto tax, or any other jurisdiction or any political subdivision or anyauthority or agency therein or thereof having the power to tax towhich ICICI Bank becomes subject in respect of payments made by itof principal or interest on the notes.

Optional Redemption . . . . . . . . . . . . . . The Notes are not redeemable at the option of the holders thereof atany time and are not redeemable at the option of ICICI Bank prior to

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April 30, 2017 (the “First Call Date”), except in certaincircumstances in the event of certain changes in withholding taxes(see “Description of Notes—Optional Tax Redemption”) or upon theoccurrence of a Regulatory Event (see “Description of the Notes—Redemption Upon a Regulatory Event”).

The notes may be redeemed at the option of ICICI Bank, in whole(and not in part), on the First Call Date or on any subsequent InterestPayment Date; provided that ICICI Bank will give notice to holdersof notes not less than 15 business days but not more than 30 businessdays prior to any such redemption. This notice will be published inaccordance with the notice provisions described under “Descriptionof the Notes—Notices”.

The redemption price for any redemption of the notes will be 100% ofthe principal amount of the notes then outstanding, plus InterestArrears (if any) and Additional Interest (if any) on the principalamount being redeemed to (but excluding) the redemption date (the“Base Redemption Price”).

Any optional redemption of notes is subject to compliance withapplicable regulatory requirements, including the prior approval ofthe RBI. The RBI, whilst considering the request of ICICI Bank to soredeem the notes, may take into consideration, among other things,ICICI Bank’s CRAR position both at the time of the proposedredemption and thereafter.

Optional Tax Redemption . . . . . . . . . . In the event ICICI Bank determines that, as a result of certain changesin or amendments to the laws or regulations of a Taxing Jurisdiction(as defined above) ICICI Bank has been or will be required to payadditional amounts as described under “Description of the Notes—Additional Amounts,” ICICI Bank may, at its option, but subject toapproval by the Reserve Bank of India, redeem the notes at aredemption price equal to the Base Redemption Price. See“Description of the Notes—Optional Tax Redemption”.

Redemption Upon a RegulatoryEvent . . . . . . . . . . . . . . . . . . . . . . . . . . Upon the occurrence of a Regulatory Event, and subject to the

conditions (see “Description of the Notes”), ICICI Bank, upon thereceipt of prior permission from the RBI, will have the right toredeem the notes in whole (and not in part) at a redemption priceequal to (A) in the case of redemption prior to April 30, 2017, thehigher of the Base Redemption Price and the Make Whole Amount(as defined herein), or (B) in the case of a redemption on or afterApril 30, 2017, the Base Redemption Price.

“Regulatory Event” means the receipt by ICICI Bank of an opinion,declaration, rule or decree of the RBI or any other regulatory or

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governmental authority succeeding to the authority of the RBI asregards monitoring of capital adequacy of Indian banks, to the effectthat there has been either (i) a change in the law or regulation or (ii) achange in the interpretation thereof, resulting in more than aninsubstantial risk that the notes (or any portion thereof) will not beeligible to be included in calculating the Upper Tier II capital ofICICI Bank, other than as a result of such notes exceeding thepermitted basket for notes eligible for inclusion as Upper Tier IIcapital.

Form and Denomination . . . . . . . . . . . The notes will be in fully registered form without interest couponsattached. The notes sold in reliance on Rule 144A under theSecurities Act (“Rule 144A”) will be issued in the form of a restrictedglobal note (the “Restricted Global Note”) and the notes sold inreliance on Regulation S under the Securities Act (“Regulation S”)will be issued in the form of a Regulation S global note (the“Regulation S Global Note”). The Restricted Global Note and theRegulation S Global Note will be registered in the name of Cede &Co. as nominee for, and deposited with the trustee as custodian for,DTC. The notes offered and sold in reliance on Rule 144A will beissued in minimum denominations of US$ 100,000 and integralmultiples of US$ 1,000 in excess thereof. Notes offered and sold inreliance on Regulation S will be issued in minimum denominations ofUS$ 100,000 and integral multiples of US$ 1,000 in excess thereof.See “Form, Denomination and Transfer.”

Use of Proceeds . . . . . . . . . . . . . . . . . . . ICICI Bank will use the proceeds of the issue and sale of the notes tosupport growth of ICICI Bank and its subsidiaries, to increase theUpper Tier II capital of ICICI Bank and for general corporatepurposes, including to pay certain expenses relating to the offering.

Resale Restrictions . . . . . . . . . . . . . . . . The notes have not been and will not be registered under theSecurities Act and may not be offered, sold, pledged or otherwisetransferred except in a transaction pursuant to the exemption providedby Regulation S, Rule 144A or such other available exemption fromthe registration requirements of the Securities Act. The notes may betransferred only as described under “Transfer Restrictions”.

Substitution of Entity or Branch . . . . . ICICI Bank may at any time, subject to any regulatory approvals asmay be required, elect to have the liability to pay the amounts dueunder the terms of the notes transferred, in whole or in part, to anentity controlled by ICICI Bank or a branch of ICICI Bank other thanthe Issuer. Any such transfer to an entity might be deemed for U.S.federal income tax purposes to be an exchange of the notes for newnotes by the holders thereof, resulting in the recognition of taxablegain or loss for such purposes and possibly certain other adverse taxconsequences.

Listing and Trading . . . . . . . . . . . . . . . Approval-in-principle has been obtained for listing of the notes on theSingapore Exchange. The approval-in-principle for the listing, and theadmission to the Official List of the Singapore Exchange, of the notes

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is not to be taken as an indication of any of the merits of ICICI Bankor the merits of the notes. The notes will be traded on the SingaporeExchange in a minimum board lot size of US$ 200,000 for so long asthe notes are listed on the Singapore Exchange.

Clearance and Settlement . . . . . . . . . . The notes will be issued in book-entry form through the facilities ofDTC, on the one hand and Euroclear and Clearstream, Luxembourg,on the other, each with respect to their respective participants.Holders of beneficial interests in notes held in book-entry form willbe entitled to receive physical delivery of certificated notes onlyunder certain circumstances. For a description of certain factorsrelating to clearance and settlement, see “Form, Denomination andTransfer.”

Governing Law . . . . . . . . . . . . . . . . . . . The Indenture, the notes and the Calculation Agency Agreement aregoverned by the laws of the State of New York, United States ofAmerica, except that the subordination provisions of the Indentureand the notes are governed by the laws of India.

Security CodesRule 144A Regulation S

ISIN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . US45104GAE44 USY38575DE68CUSIP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45104GAE4 Y38575DE6Common Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 028219539 028219628

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Summary Financial and Operating Data

Our financial and other data for fiscal 2002 through fiscal 2006 and the six months ended September 30,2005 and 2006 included in this offering memorandum have been derived from our unconsolidated financialstatements prepared in accordance with generally accepted accounting principles in India, or Indian GAAP,guidelines issued by the Reserve Bank of India from time to time and practices generally prevailing in thebanking industry in India. These financial statements do not include the results of operations of our subsidiariesand other consolidating entities. The principal subsidiaries whose results are not included are: ICICI SecuritiesLimited, ICICI Prudential Life Insurance Company Limited, ICICI Lombard General Insurance CompanyLimited, ICICI Venture Funds Management Company Limited, ICICI Home Finance Company Limited,Prudential ICICI Asset Management Company Limited, ICICI Bank UK Limited, ICICI Bank Canada Limitedand ICICI Bank Eurasia Limited Liability Company.

The financial statements for fiscal 2002 were audited by S. B. Billimoria & Co., Chartered Accountants, forfiscal 2003 jointly by N. M. Raiji & Co., Chartered Accountants and S. R. Batliboi & Co., Chartered Accountantsand for fiscal 2004, 2005 and 2006 and the six months ended September 30, 2005 by S. R. Batliboi & Co.,Chartered Accountants and for the six months ended September 30, 2006 by BSR & Co., Chartered Accountants.You should read the following discussion and analysis of our selected financial and operating data with the moredetailed information contained in our audited unconsolidated financial statements. The following discussion isbased on our audited unconsolidated financial statements and accompanying notes prepared in accordance withIndian GAAP, while the financial information in our annual reports on Form 20-F for the fiscal year 2006 isbased on our audited consolidated financial statements and accompanying notes prepared in accordance withIndian GAAP with the net income and stockholders’ equity reconciled to US GAAP. Financial information in ourannual report on Form 20-F for the fiscal years 2000 to 2005 filed with the SEC was prepared in accordance withUS GAAP. US GAAP requires consolidation as a fundamental basis of accounting. For a discussion of thesignificant differences between Indian GAAP and US GAAP, see “Description of Certain Differences betweenIndian GAAP and US GAAP”.

The amalgamation of ICICI, ICICI Personal Financial Services and ICICI Capital Services with us wasaccounted for using the purchase method of accounting. The effective date of the amalgamation was May 3,2002. However, the date of the amalgamation for accounting purposes under Indian GAAP was the AppointedDate under the Scheme of Amalgamation approved by the High Courts of Bombay and Gujarat and the ReserveBank of India, which was March 30, 2002. Accordingly, our profit and loss account (hereinafter referred to asincome statement) for fiscal 2002 includes the results of operations of ICICI, ICICI Personal Financial Servicesand ICICI Capital Services for only two days, i.e., March 30 and 31, 2002, although our balance sheet for fiscal2002 reflects the full impact of the amalgamation. As a result of the above, the income statement for fiscal 2003is not comparable with the income statements for fiscal 2002 and prior years.

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Operating Results Data

The operating results data for the fiscal years 2003, 2004, 2005 and 2006 and the six months endedSeptember 30, 2005 and September 30, 2006 are not comparable with the operating results data for fiscal 2002due to the amalgamation.

Year ended March 31, Six months ended September 30,

2002 2003 2004 2005 2006 2005 2006 2006

(Rupees in billions, except per share data)

(US$ in millions,except per share

data)Interest income

Interest on advances(1) . . . . . . . . . . . . . . Rs. 7.74 Rs. 61.73 Rs. 63.80 Rs. 71.22 Rs.102.07 Rs. 45.54 Rs. 72.27 US$ 1,573Income on investments(2) . . . . . . . . . . . 12.34 29.10 25.40 22.29 36.93 16.86 28.27 615Interest on balances with Reserve Bank

of India and other inter-bank fundsand others . . . . . . . . . . . . . . . . . . . . . 1.46 4.42 3.88 4.28 4.06 2.05 4.54 99

Total interest income . . . . . . . . . . . . . . . Rs. 21.54 Rs. 95.25 Rs. 93.08 Rs. 97.79 Rs.143.06 Rs. 64.45 Rs.105.08 US$ 2,287Interest expense

Interest on deposits . . . . . . . . . . . . . . . . Rs.(13.89) Rs.(24.80) Rs.(30.23) Rs.(32.52) Rs. (58.37) Rs.(26.29) Rs. (53.38) (1,162)Interest on Reserve Bank of India/inter-

bank borrowings . . . . . . . . . . . . . . . . (0.48) (1.83) (2.29) (2.53) (9.25) (3.87) (5.92) (129)Others (including interest on

borrowings of ICICI)(3) . . . . . . . . . . . (1.22) (52.81) (37.63) (30.66) (28.35) (13.90) (15.26) (332)

Total interest expense . . . . . . . . . . . . . . . Rs.(15.59) Rs.(79.44) Rs.(70.15) Rs.(65.71) Rs. (95.97) Rs.(44.06) Rs. (74.56) US$ 1,623

Net interest income . . . . . . . . . . . . . . . . . Rs. 5.95 Rs. 15.81 Rs. 22.93 Rs. 32.08 Rs. 47.09 Rs. 20.39 Rs. 30.52 US$ 664

Non-interest incomeCommission, exchange and

brokerage . . . . . . . . . . . . . . . . . . . . . Rs 2.30 Rs. 7.92 Rs. 10.72 Rs. 19.21 Rs. 30.02 Rs. 12.52 Rs. 19.45 US$ 423Profit/(loss) on sale of investments

(net) . . . . . . . . . . . . . . . . . . . . . . . . . . 3.06 4.92 12.25 5.46 7.50 3.65 3.10 67Profit/(loss) on foreign exchange

transactions (net) . . . . . . . . . . . . . . . . 0.37 0.10 1.93 3.15 4.73 1.83 1.60 35Profit/(loss) on revaluation of

investments (net) . . . . . . . . . . . . . . . . (0.15) — — — (0.54) (0.07) 0.40 9Lease income . . . . . . . . . . . . . . . . . . . . 0.11 5.37 4.21 4.08 3.61 1.74 1.30 28Profit on sale of shares of ICICI Bank

held by ICICI . . . . . . . . . . . . . . . . . . — 11.91 — — — — — —Miscellaneous income(4) . . . . . . . . . . . . 0.06 1.37 1.54 2.26 4.51 2.35 2.63 58

Total non-interest income . . . . . . . . . . . . Rs. 5.75 Rs. 31.59 Rs. 30.65 Rs. 34.16 Rs. 49.83 Rs. 22.02 Rs. 28.48 US$ 620

Total income . . . . . . . . . . . . . . . . . . . . . . Rs. 11.70 Rs. 47.40 Rs. 53.58 Rs. 66.24 Rs. 96.92 Rs. 42.41 Rs. 59.00 US$ 1,284Non-interest expenseOperating expenses(5)(6) . . . . . . . . . . . . . . . (5.97) (15.35) (19.98) (25.17) (35.47) (15.87) (22.37) (487)Direct marketing agency expense(1)(7) . . . . (0.15) (3.19) (5.99) (8.55) (11.77) (5.11) (7.18) (156)Depreciation on leased assets . . . . . . . . . . (0.12) (3.15) (2.79) (2.97) (2.77) (1.28) (1.02) (22)

Total non-interest expense . . . . . . . . . . . Rs. (6.24) Rs.(21.69) Rs.(28.76) Rs.(36.69) Rs. (50.01) Rs.(22.26) Rs. (30.57) US$ 665

Operating profit before provisions . . . . Rs. 5.45 Rs. 25.71 Rs. 24.81 Rs. 29.56 Rs. 46.91 Rs. 20.15 Rs. 28.43 US$ 619Provisions and contingencies . . . . . . . . . . (2.55) (17.91) (5.79) (4.29) (15.94) (6.02) (11.92) (259)

Profit before tax . . . . . . . . . . . . . . . . . . . Rs. 2.90 Rs. 7.80 Rs. 19.02 Rs. 25.27 Rs. 30.97 Rs. 14.13 Rs. 16.51 US$ 360Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.32) 4.26 (2.65) (5.22) (5.57) (3.03) (2.76) (60)

Profit after tax . . . . . . . . . . . . . . . . . . . . . Rs. 2.58 Rs. 12.06 Rs. 16.37 Rs. 20.05 Rs. 25.40 Rs. 11.10 Rs. 13.75 US$ 300

Dividend per share . . . . . . . . . . . . . . . . . . Rs. 2.00 Rs. 7.50 Rs. 7.50 Rs. 8.50 Rs. 8.50 — — —Dividend tax per share . . . . . . . . . . . . . . . 0.20 0.96 0.96 1.19 2.08 — — —Earnings per share(basic)(8) . . . . . . . . . . . . 11.61 19.68 26.66 27.55 32.49 Rs. 15.02 Rs. 15.42 US$ 0.34Earnings per share (diluted)(8) . . . . . . . . . . 11.61 19.65 26.44 27.33 32.15 14.87 15.30 0.33

11

(1) Interest on advances represents interest on rupee and foreign currency loans and advances (including bills) and hire purchase activity andgains on sell-down of loans. Effective April 1, 2006, the commissions paid to direct marketing agency expenses or associates inconnection with sourcing our automobile loans accounted for on an upfront basis have been included under non-interest expense. Thedirect marketing agency expenses include Rs. 0.01 billion for fiscal 2002, Rs. 1.57 billion for fiscal 2003, Rs. 3.06 billion for fiscal 2004,Rs. 3.69 billion for fiscal 2005, Rs. 5.22 billion for fiscal 2006 and Rs. 2.34 billion for the six months ended September 30, 2005 onaccount of commissions paid to direct marketing agency expenses or associates in connection with sourcing our automobile loans.Figures for the previous periods/years have been regrouped and accordingly are different to that extent from our audited unconsolidatedfinancial statements included elsewhere in the offering memorandum.

(2) Interest income from investments represents interest income on government securities investments, debentures, bonds and dividendincome from equity and other investments in companies other than our subsidiaries.

(3) Other interest expense includes interest expense on fixed deposits taken over from ICICI, bonds and debentures, subordinated debt, billsrediscounted and borrowings outside India.

(4) Miscellaneous income primarily includes dividend income from subsidiaries and affiliates, unrealized gain/loss on certain derivatives andprofit/loss on sale of properties.

(5) With effect from fiscal 2002, consequent to the amalgamation, the useful lives of certain categories of fixed assets were reviewed to alignthe depreciation rates previously used by ICICI and us. Accordingly, the rates of depreciation on certain categories of fixed assets werechanged from fiscal 2002.

(6) Operating expense for the six months ended September 30, 2005 and September 30, 2006 also includes Rs. 192 million on account ofamortization of expenses related to our early retirement option scheme over a period of five years as approved by the Reserve Bank ofIndia.

(7) Includes commissions paid to direct marketing agents or associates (including reclassification of direct market agency expenses forsourcing automobile loans from interest income) in connection with sourcing our retail assets.

(8) Earnings per share is computed based on weighted average number of shares. Earnings per share is not annualized for the six monthsended September 30, 2005 and 2006.

(9) Figures of the previous year/period have been regrouped to conform to the current year presentation.

For other notes to accounts please refer to the audited unconsolidated financial statements includedelsewhere in this offering memorandum.

12

Balance Sheet DataAt March 31, At September 30,

2002 2003 2004 2005 2006 2005 2006 2006

(Rupees in billions, except per share data)

(US$in millions,except pershare data)

Assets:Cash in hand and balance with Reserve

Bank of India . . . . . . . . . . . . . . . . . . . Rs. 17.74 Rs. 48.86 Rs. 54.08 Rs. 63.45 Rs. 89.34 Rs. 79.32 Rs. 145.10 US$ 3,158Balance with banks and money at call

and short notice . . . . . . . . . . . . . . . . . 110.12 16.03 30.63 65.85 81.06 50.56 93.16 2,027Investments (net of provisions)

Government and other approvedsecurities . . . . . . . . . . . . . . . . . . 227.93 255.83 299.18 344.82 510.74 415.67 607.14 13,213

Debentures and bonds . . . . . . . . . . 64.36 56.90 55.49 28.54 18.04 15.81 24.00 522Others(1) . . . . . . . . . . . . . . . . . . . . . 66.62 41.89 79.69 131.51 186.69 121.69 198.78 4,326

Total investments . . . . . . . . . . . . . . . . . 358.91 354.62 434.36 504.87 715.47 553.17 829.92 18,061Advances(2) . . . . . . . . . . . . . . . . . . . . . . 470.35 532.79 626.48 914.05 1,461.63 1,070.71 1,554.04 33,820Fixed and leased assets . . . . . . . . . . . . . 42.39 40.61 40.56 40.38 39.81 39.60 39.23 854Others assets(1)(3) . . . . . . . . . . . . . . . . . . 41.55 75.21 66.18 87.99 126.58 98.82 162.28 3,532

Total assets . . . . . . . . . . . . . . . . . . . . . . Rs.1,041.06 Rs.1,068.12 Rs.1,252.29 Rs.1,676.59 Rs.2,513.89 Rs.1,892.18 Rs.2,823.73 US$ 61,452

Liabilities and capital DepositsOther demand deposits . . . . . . . . . . . Rs. 27.36 Rs. 36.89 Rs. 72.59 Rs. 128.37 Rs. 165.73 Rs. 125.84 Rs. 148.20 US$ 3,225Saving deposits . . . . . . . . . . . . . . . . . 24.97 37.93 83.72 113.92 209.37 145.33 271.77 5,914Term deposits . . . . . . . . . . . . . . . . . . . 268.52 406.87 524.78 755.90 1,275.73 933.35 1,475.03 32,101

Total deposits . . . . . . . . . . . . . . . . . . . . 320.85 481.69 681.09 998.19 1,650.83 1,204.52 1,895.00 41,240Borrowings(4) . . . . . . . . . . . . . . . . . . . . . 492.19 343.02 307.40 335.44 385.22 341.19 360.06 7,836Unsecured redeemable debenture/bonds

(subordinated debt)(5) . . . . . . . . . . . . . 97.51 97.50 91.06 82.09 101.44 80.52 155.95 3,394Other liabilities and provisions(6) . . . . . . 64.55 73.07 89.14 131.87 150.84 125.28 173.72 3,781Preference share capital suspense(7) . . . . 3.50 — — — — — — —Preference share capital(7) . . . . . . . . . . . — 3.50 3.50 3.50 3.50 3.50 3.50 76Equity capital(8) . . . . . . . . . . . . . . . . . . . 6.13 6.13 6.16 7.37 8.90 7.41 8.93 194Reserves and surplus

Statutory reserves . . . . . . . . . . . . . . . . 2.50 5.52 9.61 14.63 20.99 14.63 20.99 457Debenture redemption reserve . . . . . . 0.10 — — — — — — —Special reserve . . . . . . . . . . . . . . . . . . 10.94 11.44 11.69 11.94 14.69 11.94 14.69 320Capital reserves . . . . . . . . . . . . . . . . . — 2.00 4.65 4.85 5.53 4.85 5.53 120Share premium . . . . . . . . . . . . . . . . . . 8.01 8.02 8.52 39.89 118.18 40.49 118.76 2,585Investment fluctuation reserve . . . . . . 0.27 1.27 7.30 5.16 — 7.30 — —Foreign currency translation

reserve . . . . . . . . . . . . . . . . . . . . . . — — — — — (0.04) 0.16 3Revenue & other reserves . . . . . . . . . 34.31 34.91 31.64 39.78 50.84 37.64 49.78 1,083Balance in profit & loss account . . . . 0.20 0.05 0.53 1.88 2.93 12.95 16.66 363

Total reserves and surplus . . . . . . . . . 56.33 63.21 73.94 118.13 213.16 129.76 226.57 4,931

Total liabilities and capital . . . . . . . . . Rs.1,041.06 Rs.1,068.12 Rs.1,252.29 Rs.1,676.59 Rs.2,513.89 Rs.1,892.18 Rs.2,823.73 US$ 61,452

Contingent liabilitiesClaims against bank not

acknowledged as debts . . . . . . . . . Rs. 10.23 Rs. 20.25 Rs. 25.02 Rs. 27.46 Rs. 29.78 Rs. 26.46 Rs. 36.89 US$ 803Liability for partly paid

investments . . . . . . . . . . . . . . . . . . 2.62 1.80 1.24 0.17 0.17 0.17 0.17 4Liability on account of outstanding

forward exchange contracts . . . . . . 152.55 251.03 557.04 714.85 918.32 797.88 1,081.25 23,531Guarantees given on behalf of

constituents . . . . . . . . . . . . . . . . . . 93.52 106.35 120.29 156.41 191.03 169.08 213.44 4,645Acceptances, endorsements & other

obligations . . . . . . . . . . . . . . . . . . . 17.39 43.25 65.14 74.12 106.87 73.52 138.36 3,011Currency swaps . . . . . . . . . . . . . . . . . 20.41 29.01 44.49 112.96 172.42 139.27 230.78 5,022Interest rate swaps & currency

options(9) . . . . . . . . . . . . . . . . . . . . 78.54 413.54 1,177.64 1,519.22 2,471.92 1,854.05 2,859.58 62,232Other items for which ICICI Bank is

contingently liable . . . . . . . . . . . . . 19.21 29.14 38.56 76.35 59.84 49.42 93.11 2,026

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . Rs. 394.47 Rs. 894.37 Rs.2,029.42 Rs.2,681.54 Rs.3,950.34 Rs.3,109.85 Rs.4,653.58 US$ 101,274

Bills for collection . . . . . . . . . . . . . . . . 13.23 13.37 15.11 23.92 43.38 32.43 35.58 774

13

(1) Includes investment in government securities issued outside India.(2) Includes rupee/foreign currency loans, assistance by way of securitization, loans under retail finance operations and receivables under

finance leases.(3) Primarily includes interest accrued but not due at period-end, advances paid for capital assets, advance taxes paid, deposits for utilities,

fees and other income receivable, exchange fluctuation suspense with Government of India, inter-office adjustments (net), non-bankingassets acquired in satisfaction of claims and deferred tax assets.

(4) Borrowings include call borrowings and refinance from the Reserve Bank India, banks and other financial institutions, fixed depositstaken over from ICICI, bonds and debentures, commercial paper, borrowings outside India from multilateral and bilateral credit agencies,international banks, institutions and consortiums.

(5) Represents unsecured borrowings eligible for inclusion in upper tier II and lower tier I capital for capital adequacy purposes.(6) Other liabilities primarily include bills payable, interest payable, creditors for expenses, unclaimed refunds, brokerage and interest,

deferred tax liabilities, proposed dividend, dividend tax thereon, inter-office adjustments (net), prudential provision on standard assets asper the Reserve Bank of India guidelines and security deposits from clients.

(7) At year-end fiscal 2002, preference share capital suspense represents the face value of 350 preference shares to be issued to preferenceshareholders of ICICI on amalgamation redeemable at par on April 20, 2018. The notification from the Ministry of Finance has currentlyexempted us from the restriction of section 12(1) of the Banking Regulation Act, 1949, which prohibits issue of preference shares bybanks. These shares were subsequently issued on June 11, 2002.

(8) At March 31, 2002, equity capital includes Rs. 3.93 billion to be allotted to the equity shareholders of ICICI pursuant to theamalgamation, effective March 30, 2002. These shares were subsequently issued on June 11, 2002.

(9) Represents notional principal amount.

Average Balance Sheet

For fiscal years 2004, 2005 and 2006 the average balances are the averages of quarterly balancesoutstanding at the end of March of the previous fiscal year and June, September, December and March of thatfiscal year and for the six months ended September 30, 2005 the average balances are the averages of quarterlybalances outstanding at the end of March of the previous fiscal year and June and September of the six monthsperiod. For the six months ended September 30, 2006 the average balances are the averages of daily balances.The following table sets forth, for the periods indicated, the average balances of the assets and liabilitiesoutstanding, along with the related interest income (including dividend income) and interest expense. Theaverage balances of assets include non-performing assets and are net of loan loss provisions.

Year ended March 31,

2004 2005 2006

Averagebalance

Interestincome/expense

Averageyield/cost

Averagebalance

Interestincome/expense

Averageyield/cost

Averagebalance

Interestincome/expense

Averageyield/cost

(in billions, except percentages)Advances . . . . . . . . . . . . . . . . . . Rs. 567.51 Rs.63.80 11.2% Rs. 720.26 Rs.71.22 9.9% Rs.1,120.38 Rs. 102.07 9.1%Investments . . . . . . . . . . . . . . . . 335.71 25.40 7.6 347.66 22.29 6.4 472.66 36.93 7.8Others . . . . . . . . . . . . . . . . . . . . . 81.71 3.88 4.7 95.22 4.28 4.5 127.53 4.06 3.2

Total interest-earningassets . . . . . . . . . . . . . . . . . . . 984.93 93.08 9.5% 1,163.14 97.79 8.4% 1,720.57 143.06 8.3%

Fixed assets . . . . . . . . . . . . . . . . 23.98 — — 24.26 — — 26.99 — —Other assets . . . . . . . . . . . . . . . . 129.45 — — 159.09 — — 225.46 — —

Total assets . . . . . . . . . . . . . . . . Rs.1,138.36 Rs.93.08 Rs.1,346.49 Rs.97.79 Rs.1,973.02 Rs. 143.06

Deposits . . . . . . . . . . . . . . . . . . . Rs. 559.96 Rs.30.23 5.4% Rs. 728.90 Rs.32.52 4.5% Rs.1,166.07 Rs. 58.37 5.0%Saving deposits . . . . . . . . . . . . . 52.21 1.35 2.6 92.64 2.18 2.4 148.79 3.95 2.7Other demand deposits . . . . . . . . 52.11 — — 78.51 — — 120.86 — —Term deposits . . . . . . . . . . . . . . . 455.64 28.88 6.3 557.75 30.34 5.4 896.42 54.42 6.1Borrowings . . . . . . . . . . . . . . . . . 429.70 39.92 9.3 409.35 33.19 8.1 492.66 37.60 7.6

Total interest-bearingliabilities . . . . . . . . . . . . . . . . 989.66 70.15 7.1% 1,138.25 65.71 5.8% 1,658.73 95.97 5.8%

Capital and reserves(1) . . . . . . . . 82.35 — — 119.82 — — 179.71 — —Other liabilities . . . . . . . . . . . . . . 66.35 — — 88.42 — — 134.58 — —

Total liabilities . . . . . . . . . . . . . Rs. 1138.36 Rs.70.15 Rs 1,346.49 Rs.65.71 Rs.1,973.02 Rs. 95.97

14

Six months ended September 30,

2005 2006

Averagebalance

Interest income/expense

Avg.yield/cost(2)

Averagebalance

Interest income/expense

Avg.yield/cost(2)

(in billions, except percentages)Advances . . . . . . . . . . . . . . . . . . . . . . . . . . Rs. 983.38 Rs.45.54 9.2% Rs.1,502.37 Rs. 72.27 9.6%Investments . . . . . . . . . . . . . . . . . . . . . . . . 449.72 16.86 7.5 702.81 28.27 8.0Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107.29 2.05 3.8 236.24 4.54 3.8

Total interest-earning assets . . . . . . . . . 1,540.39 64.45 8.4% 2,441.42 105.08 8.6%Fixed assets . . . . . . . . . . . . . . . . . . . . . . . . 26.36 — — 39.18 — —Other assets . . . . . . . . . . . . . . . . . . . . . . . . 202.26 — — 212.75 — —

Total assets . . . . . . . . . . . . . . . . . . . . . . . . Rs.1,769.01 Rs.64.45 — Rs.2,693.35 Rs.105.08 —

Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . Rs.1,054.29 Rs.26.29 5.0% Rs.1,790.74 Rs. 53.38 6.0%Saving deposits . . . . . . . . . . . . . . . . . . . . . 118.78 1.58 2.7 234.08 3.09 2.6Other demand deposits . . . . . . . . . . . . . . . 103.61 — — 170.07 — —Term deposits . . . . . . . . . . . . . . . . . . . . . . 831.90 24.71 5.9 1,386.58 50.29 7.2Borrowings . . . . . . . . . . . . . . . . . . . . . . . . 456.97 17.77 7.8 554.99 21.18 7.6

Total interest-bearing liabilities . . . . . . . 1,511.26 44.06 5.8% 2,345.73 74.56 6.3%Capital and reserves(1) . . . . . . . . . . . . . . . . 129.22 — — 226.66 — —Other liabilities . . . . . . . . . . . . . . . . . . . . . 128.53 — — 120.96 — —

Total liabilities . . . . . . . . . . . . . . . . . . . . . Rs.1,769.01 Rs.44.06 Rs.2,693.35 Rs. 74.56

(1) Excludes preference share capital.(2) Average yield and average cost for the six months ended September 30, 2005 and 2006 are annualized.

Yields, Spreads and Margins

The following table sets forth, for the periods indicated, the yields, spreads and net interest margins oninterest-earning assets.

Year ended March 31, Six months ended September 30,

2002 2003 2004 2005 2006 2005 2006 2006

(in billions, except percentages)

(US$ inmillions,except

percentages)Average interest-earning assets . . Rs.222.39 Rs. 912.99 Rs. 984.93 Rs.1,163.14 Rs.1,720.57 Rs.1,540.39 Rs.2,441.42 US$53,132Average interest-bearing

liabilities . . . . . . . . . . . . . . . . . . 207.37 891.62 989.66 1,138.25 1,658.73 1,511.26 2,345.73 51,050Average total assets . . . . . . . . . . . 233.93 1,050.28 1,138.36 1,346.49 1,973.02 1,769.01 2,693.35 58,615Average interest-earning assets as

a percentage of average totalassets (%) . . . . . . . . . . . . . . . . . 95.1 86.9 86.5 86.4 86.5 87.1 90.6

Average interest-bearingliabilities as a percentage ofaverage total assets (%) . . . . . . 88.7 84.9 86.9 84.5 84.1 85.4 87.1

Average interest-earning assets asa percentage of averageinterest-bearingliabilities (%) . . . . . . . . . . . . . . 107.2 102.4 99.5 102.2 103.7 101.9 104.1

Yield(1) (%) . . . . . . . . . . . . . . . . . . 9.7 10.4 9.5 8.4 8.3 8.4 8.6Cost of funds(1) (%) . . . . . . . . . . . 7.5 8.9 7.1 5.8 5.8 5.8 6.3Spread(1)(2) (%) . . . . . . . . . . . . . . . 2.16 1.52 2.36 2.63 2.47 2.53 2.24Net interest margin(1)(3) (%) . . . . . 2.70 1.73 2.33 2.76 2.74 2.64 2.49

(1) Yield, cost of funds, spread and net interest margin are annualized for the six months ended September 30, 2005 and 2006.

15

(2) Spread is the difference between yield on average interest-earning assets and cost of average interest-bearing liabilities. Yield on averageinterest-earning assets is the ratio of interest income to average interest-earning assets. Cost of average interest-bearing liabilities is theratio of interest expense to average interest-bearing liabilities.

(3) Net interest margin is the ratio of net interest income to average interest-earning assets. The difference in net interest margin and spreadarises due to the difference in amount of average interest-earning assets and average interest-bearing liabilities. If average interest-earning assets exceed average interest-bearing liabilities, net interest margin is greater than spread and if average interest-bearingliabilities exceed average interest-earning assets, net interest margin is less than spread.

Financial Ratios

Fiscal Year,Six months ended

September 30,

2002 2003 2004 2005 2006 2005 2006

(in percentages)Return on average equity(1)(2) . . . . . . . . . . . . . . . . . 17.8% 18.3% 21.8% 17.9% 16.4% 17.0% 12.0%Return on average assets(1)(3) . . . . . . . . . . . . . . . . . 1.10 1.15 1.44 1.49 1.29 1.26 1.02Dividend payout ratio(4) . . . . . . . . . . . . . . . . . . . . . 17.2 38.1 33.2 31.6 29.8 — —Cost to average assets(1)(5) . . . . . . . . . . . . . . . . . . . 2.6 1.5 1.8 1.9 1.8 1.8 1.7Tier I capital adequacy ratio . . . . . . . . . . . . . . . . . . 7.5 7.1 6.1 7.6 9.2 7.2 9.38Tier II capital adequacy ratio . . . . . . . . . . . . . . . . . 3.9 4.0 4.3 4.2 4.2 4.3 4.96Total capital adequacy ratio . . . . . . . . . . . . . . . . . . 11.4 11.1 10.4 11.8 13.4 11.5 14.34Net non-performing assets ratio(6) . . . . . . . . . . . . . 4.73 4.92 2.87 2.03 0.71 0.97 0.94Allowance as a percentage of gross

non-performing assets(7) . . . . . . . . . . . . . . . . . . . 63.6 62.6 69.7 61.4 63.7 73.3 58.3Average net worth to total average assets . . . . . . . 6.22 6.27 6.59 8.34 7.83 7.36 8.46

(1) Annualized for the six months ended September 30, 2005 and 2006.(2) Return on average equity is the ratio of the net profit after tax to the average net worth.(3) Return on average assets is the ratio of the net profit after tax to the average assets.(4) Dividend payout ratio is the ratio of total dividend payouts (excluding dividend distribution tax) to profit after tax.(5) Cost to average assets is the ratio of the non-interest expenses, excluding direct marketing agency expenses and lease depreciation, to the

average assets.(6) Net non-performing assets ratio is the ratio of net non-performing assets to the net customer assets.(7) Allowance as a percentage of gross non-performing assets is the ratio of provisions and write-offs made to the gross non-performing

assets (gross of provisions and write-offs).

16

RISK FACTORS

Prospective investors should carefully consider the risks described below, together with the risks describedin the other sections of this offering memorandum before making any investment decision relating to our notes.The occurrence of any of the following events could have a material adverse effect on our business including ourability to grow our asset portfolio, the quality of our assets, our liquidity, our financial performance, ourstockholders’ equity, our ability to implement our strategy and our ability to repay the interest or principal onthe note in a timely fashion or at all.

Before making an investment decision, prospective investors should carefully consider all of