IndusInd Bank Ltd

To the Members of IndusInd Bank Limited

1. We have audited the attached Balance Sheet of IndusInd Bank Limited (theBank) as at March 31, 2011 and also the Profit and Loss Account and the Cash FlowStatement annexed thereto for the year ended on that date. These financial statements arethe responsibility of the Bank's management. Our responsibility is to express an opinionon these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted inIndia. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of material misstatements. Anaudit includes examining, on a test basis, evidence supporting the amounts and disclosuresin the financial statements. An audit also includes assessing the accounting principlesused and significant estimates made by management, as well as evaluating the overallfinancial statement presentation. We believe that our audit provides a reasonable basisfor our opinion.

3. The Balance Sheet and the Profit and Loss Account have been drawn up in accordancewith the provisions of Section 29 and the Third Schedule to the Banking Regulation Act,1949, read with Section 211 of the Companies Act, 1956 (the 'Companies Act').

4. We report that:

(a) We have obtained all the information and explanations, which to the best of ourknowledge and belief were necessary for the purpose of our audit and have found them to besatisfactory;

(b) In our opinion, the transactions of the Bank, which have come to our notice, havebeen within its powers.

5. In our opinion, the Balance Sheet, the Profit and Loss Account and the Cash FlowStatement comply with the Accounting Standards referred to in Sub-section (3C) of Section211 of the Companies Act, 1956 read with guidelines issued by the Reserve Bank of India;in so far as they apply to the Bank.

6. We further report that:

(i) the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealtwith by this report are in agreement with the books of account;

(ii) in our opinion, proper books of accounts as required by law have been kept by theBank so far as appears from our examination of those books;

(iii) on the basis of written representations received from the directors, as on March31, 2011, and taken on record by the Board of Directors, we report that none of thedirectors are disqualified from being appointed as director in terms of Clause (g) ofSub-section (1) of Section 274 of the Companies Act, 1956.

7. In our opinion and to the best of our information and according to the explanationsgiven to us, the said accounts together with the notes thereon give the informationrequired by the Banking Regulation Act, 1949 as well as the Companies Act, 1956, in themanner so required for banking companies, and give a true and fair view in conformity withthe accounting principles generally accepted in India.

(i) in case of the Balance Sheet, of the state of affairs of the Bank as at March 31,2011;

(ii) in case of the Profit and Loss Account, of the profit for the year ended on thatdate; and

(iii) in case of the Cash Flow Statement, of the cash flows for the year ended on thatdate