The Board of ICI India, at its meeting held on 23 December 2003, has recommended for approval by the shareholders of ICI India Limited., the sale of the Company's Nitrocellulose and Trading businesses to an affiliate of CDC Group Plc., U.K. The total consideration for this transaction will be about Rs 75 crores, (of which Rs 12.75 crores will be payable in three equal annual instalments) subject to adjustment for working capital changes between 31 March 2003 and the actual transfer date.

It is proposed that the necessary legal documentation between the parties be executed shortly. Upon receipt of the statutory and other approvals, the businesses will be transferred as a going concern including about 130 employees.
The net sales revenue from the businesses in the financial year ended March 2003 was Rs 77 crores.

ICI India's stated strategy is to exit from non-core businesses in a value-enhancing manner and aggressively grow its core businesses. The Board believes that this proposal is in line with this strategy and is in the best interests of all shareholders, employees and customers. The transaction is expected to be completed within the next few months, after
obtaining the approval of ICI India's shareholders through Postal Ballot, FIPB and other regulatory approvals to be obtained by the purchaser.

Gurgaon
23 December, 2003

For further information:

R Guha
Tel: +91 124 2540810
Fax: +91 124 2540839
E mail: r_guha@ici.com