We have audited the attached Balance Sheet of HDFC Bank Limited (‘the
 Bank’) as at 31 March 2011 and also the Profit and Loss Account and the
 Cash Flow Statement for the year then ended, annexed thereto for the
 year ended on that date. 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.
 
 We conducted our audit in accordance with 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
 disclosures in the financial statements.  An audit also includes
 assessing the accounting principles used and significant estimates made
 by the management, as well as evaluating the overall financial
 statements presentation. We believe that our audit provides a
 reasonable basis for our opinion.
 
 The Balance Sheet and the Profit and Loss Account have been drawn up in
 accordance with the provisions of Section 29 of the Banking Regulation
 Act, 1949 read with Section 211(1), (2) and (3C) of the Companies Act,
 1956.
 
 We report that :
 
 a) we have obtained all the information and explanations which, to the
 best of our knowledge and belief, were necessary for the purpose 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 the powers of the Bank; and
 
 c) the returns received from the offices and branches of the Bank have
 been found adequate for the purposes of our audit.
 
 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 principles generally accepted in India including Accounting
 Standards referred to in subsection (3C) of section 211 of the
 Companies Act, 1956, to the extent they are not inconsistent with the
 accounting policies prescribed by the Reserve Bank of India.
 
 We further report that :
 
 a) 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 and returns;
 
 b) in our opinion, proper books of account as required by law have been
 kept by the Bank so far as appears from our examination of those books;
 
 c) as per information and explanation given to us, the Central
 Government has till date, not prescribed any cess payable under Section
 441A of the Companies Act, 1956;
 
 d) on the basis of written representations received from the directors,
 as on 31 March 2011, and taken on record by the Board of Directors, we
 report that none of the director is disqualified as on 31 March 2011
 from being appointed as a director in terms of clause (g) of
 sub-section (1) of Section 274 of the Companies Act, 1956.
 
 In our opinion and to the best of our information and according to the
 explanations given to us, the said financial statements together with
 the notes thereon give the information required by the Banking
 Regulation Act, 1949 as well as the Companies Act, 1956, in the manner
 so required for banking companies and give a true and fair view in
 conformity with accounting principles generally accepted in India:
 
 a) in the case of the Balance Sheet, of the state of affairs of the
 Bank as at 31 March 2011;
 
 b) in the case of the Profit and Loss Account, of the profit of the
 Bank for the year ended on that date; and
 
 c) in the case of the Cash Flow Statement, of the cash flows of the
 Bank for the year ended on that date.
 
 For B S R & Co.
 
 Chartered Accountants
 
 Firm’s Registration No: 101248W
 
 Akeel Master
 
 Partner
 Membership No: 046768
 Mumbai
 18 April, 2011