HDFC Bank

We have audited the attached Balance Sheet of HDFC Bank Limited (the
 Bank) as at 31 March 2009 and also the Profit and Loss Account of the
 Bank and the Cash Flow statement annexed thereto for the year ended on
 that date. These financial statements are the responsibility of the
 Banks 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 misstatement(s). 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 and significant estimates made by
 the management, as well as evaluating the overall financial statement
 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 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 the
 audit and 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.
 
 (c) The returns received from Bahrain branch 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 comply with the Accounting Standards referred to in
 sub-section (3C) of Section 211 of the Companies Act, 1956, in so far
 as they apply to the Bank and 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 of the Bank.
 
 (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 the information and explanations given to us the Central
 government has, till date, not prescribed any cess payable under
 Section 441A of the Companies Act, 1956.