ING Vysya Bank

1.  We have audited the attached balance sheet of ING Vysya Bank
 Limited (the ‘Bank’) as at 31 March 2009 and also the profit and loss
 account and cash flow statement for the year ended on that date annexed
 thereto. 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 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 our 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 (the ‘Companies Act’).
 
 4.  The reports on accounts of 49 branches audited by branch auditors,
 as submitted by the management of the Bank, have been dealt with in
 preparing our report in the manner considered appropriate by us.
 
 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 reports
 
 on the accounts of the branches audited by the branch auditors 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
 and with audited returns received from the branches;
 
 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, read with guidelines issued by the Reserve Bank of India
 insofar as they apply to the Bank;
 
 f) On the basis of written representations received from the directors,
 as on 31 March 2009, 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 2009;
 
 ii.  in case of the 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 S.R. Batliboi & Co.
 Chartered Accountants
 per Viren H. Mehta
 Partner
 Membership No.:048749
 Mumbai
 28 April 2009