1.  We have audited the accompanying financial statements of ING Vysya
 Bank Limited (''the Bank''), which comprise the Balance Sheet as at 31
 March 2013 and the Profit and Loss Account and the Cash Flow Statement
 for the year then ended and a summary of significant accounting
 policies and other explanatory information.
 
 Management''s responsibility for the financial statements
 
 2.  Management is responsible for preparation of these financial
 statements that give a true and fair view of the financial position,
 financial performance and cash flows of the Bank in accordance with
 provisions of Section 29 of the Banking Regulation Act, 1949 read with
 Section 211 of the Companies Act, 1956 and circulars and guidelines
 issued by the Reserve Bank of India from time to time. This
 responsibility includes the design, implementation and maintenance of
 internal control relevant to the preparation and presentation of the
 financial statements that give a true and fair view and are free from
 material misstatement, whether due to fraud or error.
 
 Auditor''s responsibility
 
 3.  Our responsibility is to express an opinion on these financial
 statements based on our audit. W e conducted our audit of the Bank
 including its branches in accordance with Standards on Auditing issued
 by the Institute of Chartered Accountants of India. Those Standards
 require that we comply with ethical requirements and plan and perform
 the audit to obtain reasonable assurance about whether the financial
 statements are free of material misstatement.
 
 4.  An audit involves performing procedures to obtain evidence about
 the amounts and disclosures in the financial statements. The procedures
 selected depend on the auditor''s judgment, including the assessment of
 the risks of material misstatement of the financial statements, whether
 due to fraud or error . In making those risk assessments, the auditor
 considers internal control relevant to the Bank''s preparation and fair
 presentation of the financial statements in order to design audit
 procedures that are appropriate in the circumstances. An audit also
 includes evaluating the appropriateness of accounting policies used and
 the reasonableness of accounting estimates made by the management, as
 well as evaluating the overall presentation of the financial
 statements.
 
 5.  We believe that the audit evidence we have obtained is sufficient
 and appropriate to provide a basis for our audit opinion.
 
 Opinion
 
 6.  In our opinion and to the best of our information and according to
 the explanations given to us, 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:
 
 (a) in the case of the Balance Sheet, of the state of afairs of the
 Bank as at 31 March 2013;
 
 (b) in the case of the Profit and Loss Account, of the profit of the
 Bank for the year ended on that date; and
 
 (c) in the case of the Cash Flow Statement, of the cash flows of the
 Bank for the year ended on that date.
 
 Emphasis of matter
 
 7.  We draw attention to Note 18.2 to the financial statements, which
 describes deferment of pension liability relating to existing employees
 of the Bank arising out of the opening of the II Pension Option, to the
 extent of Rs.372,004 thousands pursuant to the exemption granted by the
 Reserve Bank of India to the Bank from application of the provisions of
 Revised Accounting Standard (AS) 15, Employee Benefits vide its letter
 to the Bank dated 8 April 2011 regarding Re-opening of Pension Option
 to Employees and Enhancement in Gratuity Limits - Prudential Regulatory
 Treatment. Our opinion is not qualified in respect of this matter.
 
 Report on other legal and regulatory requirements
 
 8.  The Balance Sheet, the Profit and Loss Account and the Cash Flow
 Statement 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.
 
 9.  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) the transactions of the Bank, which have come to our notice, have
 been within the powers of the Bank;
 
 (c) During the course of our audit, we visited 15 branches.  Since the
 key operations of the Bank are completely automated with the key
 applications integrated to the core banking systems, the audit is
 carried out at the Head Office and the Corporate Office as all the
 necessary records and data required for the purposes of our audit are
 available therein.
 
 10.  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 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.
 
 11.  We further report that:
 
 (i) the Balance Sheet and the Profit and Loss Account dealt with by
 this report are in agreement with the books of account;
 
 (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 accounts of 50 branches audited by branch
 auditors, as submitted by the management of the Bank have been dealt
 with in preparing report in the manner considered necessary by us;
 
 (iv) on the basis of written representations received from the
 Directors and taken on record by the Board of Directors, none of the
 Director is disqualified as on 31 March 2013 from being appointed as a
 Director in terms of clause (g) of sub-section (1) of Section 274 of
 the Companies Act, 1956.
 
                                                      For B S R & Co.
 
                                               Chartered Accountants
 
                                     Firm''s Registration No: 101248W
 
                                                       Zubin Shekary
 
 Mumbai                                                      Partner
 
 29 April 2013                                 Membership No: 048814