IndusInd Bank

1.  We have audited the attached Balance Sheet of IndusInd Bank Limited
 (the Bank) as at March 31, 2009 and also the Profit and Loss Account
 and Cash Flow Statement annexed thereto for the year ended on that date
 in which are incorporated the returns of 122 branches & 2
 representative offices overseas audited by us and 59 branches audited
 by branch auditors.  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 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 management, as well as evaluating the overall financial statement
 presentation. We believe that our audit provides a reasonable basis for
 our opinion.
 
 3.  The Balance Sheet and Profit and Loss Account have been drawn up in
 accordance with the provisions of Section 29 of the Third Schedule to
 the Banking Regulation Act, 1949, read with section 211 of the
 Companies Act, 1956 (the ‘Companies Act’).
 
 4.  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 its powers;
 
 c) The returns received from the branches of the Bank have been found
 adequate for the purposes of our audit.
 
 5.  In our opinion, the Balance Sheet, Profit and Loss Account and 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
 they apply to the Bank.
 
 6.  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 with the audited returns received from the branches;
 
 (ii) in our opinion, proper books of accounts as required by law have
 been kept by the Bank so far as appears from our examination of those
 books;
 
 (iii) the reports on account of the branches audited by branch auditors
 have been dealt with in preparing our report in the manner considered
 necessary by us;
 
 (iv) 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 are disqualified from
 being appointed as director in terms of clause (g) of sub-section (1)
 of section 274 of the Companies Act, 1956.
 
 7.  In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts 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 the
 accounting principles generally accepted in India.
 
 (i) in case of the Balance Sheet, of the state of affairs of the Bank
 as at March 31, 2009;
 
 (ii) in case of Profit and Loss Account, of the profit for the year
 ended on that date; and
 
 (iii) in case of Cash Flow Statement, of the cash flows for the year
 ended on that date.
 
                                                 For M P Chitale & Co.
                                                Chartered Accountants
 
                                                    Ashutosh Pednekar
 Mumbai,                                                      Partner
 May 5, 2009                                          ICAI M No.41047