ICICI Bank

1.  We have audited the attached Balance Sheet of ICICI Bank Limited
 (the Bank) as at March 31, 2009 and also the Profit and Loss Account
 and the Cash Flow Statement for the year then ended, both 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 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.
 
 3.  We did not audit the financial statements of the Singapore, Bahrain
 and Hong Kong branches of the Bank, whose financial statements reflect
 total assets of Rs 812,373.4 million as at March 31, 2009, total
 revenues of Rs 46,276.6 million and cash flows of Rs (4,607.5) million
 for the year then ended. These financial statements have been audited
 by other auditors, duly qualified to act as auditors in the country of
 incorporation of the said branches, whose reports have been furnished
 to us, and which were relied upon by us for our opinion on the
 financial statements of the Bank.
 
 4.  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,
 
 5.  We report that:
 
 i) 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;
 
 ii) the transactions of the Bank, which have come to our notice, have
 been within the powers of the Bank;
 
 iii) the returns received from the offices and branches of the Bank
 have been found adequate for the purposes of our audit.
 
 6.  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.
 
 7.  We further report that:
 
 i) the Balance Sheet, Profit and Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the books of account
 and the returns;
 
 ii) 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;
 
 iii) the reports on the financial statements of the Singapore, Bahrain
 and Hong Kong branches audited by other auditors have been dealt with
 in preparing our report in the manner considered appropriate by us;
 
 iv) 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.
 
 v) on the basis of written representations received from the directors,
 as on March 31, 2009, and taken on record by the Board of Directors, we
 report that none of the directors is disqualified as on March 31, 2009
 from being appointed as a director in terms of clause (g) of
 sub-section (1) of Section 274 of the Companies Act, 1956;
 
 8.  In our opinion and to the best of our information and according to
 the explanations given to us and on consideration of reports submitted
 by the Singapore, Bahrain and Hong Kong branch auditors, 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:
 
 i) in the case of the Balance Sheet, of the state of affairs of the
 Bank as at March 31, 2009;
 
 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 the Cash Flow Statement, of the cash flows of the
 Bank for the year ended on that date.
 
                                                     For BSR & Co.
                                             Chartered Accountants
 
                                                      Akeel Master
                                                           Partner
                                            Membership No.: 046768
 Mumbai
 April 25, 2009