1.  We have audited the attached Balance Sheet of AXIS BANK LIMITED
 (the Bank) as at 31 March, 2012, the Profit and Loss Account and the
 Cash Flow Statement of the Bank for the year ended on that date, both
 annexed thereto. These financial statements are the responsibility of
 the Bank''s Management. Our responsibility is to express an opinion on
 these financial statements based on our audit.
 
 2.  We conducted our audit in accordance with the auditing standards
 generally accepted in India. Those Standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the
 financial statements are free of material misstatements. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and the disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and the significant estimates
 made by the Management, as well as evaluating the overall financial
 statement presentation. We believe that our audit provides reasonable
 basis for our opinion.
 
 3.  The Balance Sheet and the Profit and Loss Account are drawn up in
 conformity with Forms A and B (revised) of the Third Schedule to the
 Banking Regulation Act, 1949, read with Section 211 of the Companies
 Act, 1956.
 
 4.  Without qualifying our report, we invite attention to Note 1(a) of
 Schedule 18 regarding the Scheme of Arrangement for the demerger of
 Enam Securities Private Ltd. with the Bank''s subsidiary. For the
 reasons stated therein, no effect to the proposed Scheme has been given
 in the accounts.
 
 5.  We further report as follows :
 
 (a) we have obtained all the information and explanations which to the
 best of our knowledge and belief were necessary for the purposes of our
 audit and have found them to be satisfactory;
 
 (b) in our opinion, the transactions of the Bank which have come to our
 notice have been within its powers;
 
 (c) in our opinion, proper books of account as required by law have
 been kept by the Bank so far as it appears from our examination of
 those books;
 
 (d) the financial accounting systems of the Bank are centralised and,
 therefore, accounting returns are not required to be submitted by the
 Branches;
 
 (e) the Balance Sheet, the Profit and Loss Account and the Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account;
 
 (f) in our opinion, the Balance Sheet, the Profit and Loss Account and
 the Cash Flow Statement dealt with by this report comply with the
 Accounting Standards referred to in Section 211 (3C) of the Companies
 Act, 1956, insofar as they apply to banks;
 
 (g) in our opinion and to the best of our information and according to
 the explanations given to us, the said accounts give the information
 required by the Companies Act, 1956 in the manner so required for
 banking companies and the Guidelines issued by the Reserve Bank of
 India from time to time and give a true and fair view in conformity
 with the accounting principles generally accepted in India :
 
 (i) in the case of the Balance Sheet, of the state of the affairs of
 the Bank as at 31 March, 2012;
 
 (ii) in the case of the Profit and Loss Account, of the profit of the
 Bank for the year ended on that date and
 
 (iii) in the case of Cash Flow Statement, of the cash flows of the Bank
 for the year ended on that date.
 
 6.  On the basis of the written representations received from the
 Directors as on 31st March, 2012 and as per the information and
 representation provided to us by the Bank, taken on record by the Board
 of Directors, we report that none of the Directors is disqualified as
 on 31st March, 2012 from being appointed as a director in terms of
 Section 274(1)(g) of the Companies Act, 1956.
 
 7.  We report that during the course of our audit we have visited 56
 Branches. Since the key operations of the Bank are completely automated
 with the key applications integrated to the core banking systems, the
 audit is carried out centrally at the Head Office as all the necessary
 records and data required for the purposes of our audit are available
 therein and the Branches are not required to submit any financial
 returns.
 
 For DELOITTE HASKINS & SELLS
 
 Chartered Accountants 
 
 (Registration No: 117365W)
 
 Z. F. Billimoria
 
 Partner
 
 (Membership No. 42791)
 
 Place : Mumbai,
 
 Date : 27th April, 2012