1.  We have audited the attached balance sheet of ING Vysya Bank
 Limited (the ''Bank'') as at 31 March 2011 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.  Without qualifying our opinion, we draw attention to Note 18.3 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. 744,009
 thousands pursuant to the exemption granted by the Reserve Bankof 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
 
 6.  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 Bankof India
 insofar as they apply to the Bank;
 
 f) On the basis of written representations received from the directors,
 as on 31 March 2011, 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 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 cash flow statement, of the cash flows for the year
 ended on that date.
 
 For S.R. Batliboi & Co.
 
 Firm registration No.: 301003E
 
 Chartered Accountants
 
 per Viren H. Mehta
 
 Partner
 
 Membership No.: 048749
 
 Bangalore
 
 20 April 2011