1.  We have audited the attached balance sheet of ICICI Bank Limited
 (theBank) as at 31 March 2011 and also the profit and loss account
 and cash flow statement for the year ended ori that date annexed
 thereto. 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. Incorporated in the said
 financial statements are the returns of the Singapore, Bahrain and Hong
 Kong branches of the Bank, audited by other auditors.
 
 2.  We conducted our audit in accordance with auditing standards
 generally accepted in India. Those Standards rsquire that we plan and
 perform the audit to obtain reasonable assurance about whether the
 financial statements are free of material misstatement. 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 management, as well as evaluating the overall financial statement
 presentation. We believe that ou- audit provides a reasonable basis for
 our opinion.
 
 3.  The balance sheet and 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.  We did not audit the financial statements of Singapore, Bahrain and
 Hong Kong branches, whose financial statements reflect total assets of
 Rs. 850,507.9 million as at 31 March 2011, the total revenue of Rs.
 42,480.8 million for the year ended 31 March 2011 and net cash flows
 amounting to Rs. 39,302.7 million for the year ended 31 March 2011. These
 financial statements have been audited by other auditors, duly
 qualified to acts as auditors in the country of incorporation of the
 said branches, whose reports have been furnished to us, and our opinion
 is based solely on the report of other auditors.
 
 5.  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 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 appears from our examination of those books
 and proper returns adequate for the purposes of our audit have been
 received from branches not visited by us. The Branch Auditors
 Report(s) have been forwarded to us and have been appropriately dealt
 with;
 
 d) The balance sheet, profit and loss account and cash flow statement
 dealt with by this report are in agreement with the books of account;
 
 e) In our opinion, the balance sheet, profit and loss account and cash
 flow statement dealt with by this report comply with the accounting
 standards referred to in sub section (3C) of Section 211 of the
 Companies Act, insofar as they apply to the Bank;
 
 f) 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 directors is disqualified from being appointed
 as a director in terms of clause (g) of sub section (1) of Section 274
 of the Companies Act, 1956;
 
 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 give a true and fair view in conformity with the
 accounting principles generally accepted in India;
 
 i.  in case of the balance sheet, of the state of the affairs of the
 Bank as at 31 March 2011;
 
 ii.  in case of the profit and loss account, of the profit for the year
 ended on that date; and
 
 iii.  in case of of cash flow statement, of the cash flows for the year
 ended on that date.
 
 For S.R. Batliboi & Co.
 
 Firm registration number: 301003E
 
 Chartered Accountants
 
 per Shrawan Jalan
 
 Partner
 
 Membership No.: 102102
 
 Mumbai
 April 28, 2011