Yes Bank Ltd

On The Financial Statements

1. We have audited the attached balance sheet of the YES BANK Limited(‘the Bank’) as at 31 March, 2011, and the related profit and lossaccount and the cash flow statement of the Bank for the year ended on that date, annexedthereto. These financial statements are the responsibility of the Bank’s management.Our responsibility is to express our opinion on these financial statements based on ouraudit.

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 the 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 provision of Section 29 of the Banking Regulation Act, 1949 read with Section 211of the Companies Act, 1956.

4. We report thereon as follows :

i) We have obtained all the information and explanations, which to the best of ourknowledge and belief were necessary for the purposes of our audit and have found them tobe satisfactory;

ii) The transactions of the Bank which have come to our notice have been within thepowers of the Bank;

iii) In our opinion, proper books of account as required by law have been kept by theBank in so far as it appears from our examination of those books;

iv) The balance sheet, profit and loss account and cash flow statement dealt with bythis report are in agreement with the books of account of the Bank;

v) In our opinion, the accompanying balance sheet, profit and loss account and cashflow statement dealt with by this report comply with the Accounting Standards referred toin sub-section (3C) of Section 211 of the Companies Act, 1956, to the extent they are notinconsistent with the accounting policies prescribed by the Reserve Bank of India;

vi) As per information and explanations given to us the Central Government has, tilldate, not prescribed any cess payable under Section 441A of the Companies Act, 1956;

vii) On the basis of written representations received from the Directors as on 31March, 2011, and taken on record by the Board of Directors, we report that none of theDirectors are disqualified as on 31 March, 2011 from being appointed as a Director underSection 274(1)(g) of the Companies Act, 1956; and viii) In our opinion, and to the best ofour information and according to the explanations given to us, the said accounts togetherwith the notes thereon give the information required by the Banking Regulation Act, 1949as well as the Companies Act, 1956 in the manner so required for banking companies andgive a true and fair view in conformity with the accounting principles generally acceptedin India :

a) in the case of the balance sheet, of the state of affairs of the Bank as at 31March, 2011;

b) in the case of the profit and loss account, of the profit of the Bank for the yearended on that date; and

c) in case of cash flow statement, of the cash flows for the year ended on that date.