1.  We have audited the attached Balance Sheet of IndusInd Bank Limited
 (the Bank) as at March 31, 2011 and also the Profit and Loss Account
 and the Cash Flow Statement 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.
 
 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 the Profit and Loss Account have been drawn
 up in accordance with the provisions of Section 29 and 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.
 
 5.  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 read
 with guidelines issued by the Reserve Bank of India; in so far as they
 apply to the Bank.
 
 6.  We further report that:
 
 (i) 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;
 
 (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) on the basis of written representations received from the
 directors, as on March 31, 2011, 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, 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 the Cash Flow Statement, of the cash flows for the
 year ended on that date
 
                                            For M. P. Chitale & Co.
                                              Chartered Accountants 
                                              Firm Regn No. 101851W
 
                                                  Ashutosh Pednekar 
                                                            Partner
                                                    ICAI M No.41037
 
 Mumbai 
 April 18, 2011