Yes Bank

1.  We have audited the attached balance sheet of the YES BANK Limited
 (the Bank) as at March 3 1, 2009, and the related profit and loss
 account and the cash flow statement of the Bank for the year ended on
 that date, annexed thereto. These financial statements are the
 responsibility ofthe Banks management. Our responsibility is to
 express ouropinion 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
 assessingthe accounting principles used and significant estimates made
 by the management, as well as evaluatingthe 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 provision of Section 29 ofthe Banking
 Regulation Act, 1949 read with section 21 I ofthe Companies Act, 1956.
 
 4.  We reportthereon as follows:
 
 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) The transactions ofthe Bank which have come to our notice have been
 within the powers ofthe Bank;
 
 c) In our opinion, proper books of account as required by law have been
 kept by the Bank in so far as it appears from our examination ofthose
 books;
 
 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
 ofthe Bank;
 
 e) In our opinion, the accompanying 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 21
 I ofthe Companies Act, 1956, to the extent they are not inconsistent
 with the accounting policies prescribed by the Reserve Bank of India;
 
 f) As per information and explanation given to us the Central
 Government has, till date, not prescribed any cess payable under
 section 441A ofthe Companies Act, 1956;
 
 g) On the basis of written representations received from the Directors
 as on March 3 1, 2009, and taken on record by the Board of Directors,
 we report that none ofthe Directors are disqualified as on March 3 1,
 2009 from being appointed as a Director under Section 274( I )(g) ofthe
 Companies Act, 1956; and
 
 h) 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 ofthe balance sheet, ofthe state ofthe affairs ofthe Bankas
 at March 3 1,2009;
 
 ii.  in case ofthe profit and loss account, ofthe profit ofthe Bank
 forthe year ended on that date; and;
 
 iii.  in case ofthe cash flow statement, ofthe cash flows forthe year
 ended on that date.
 
                                                 Akeel Master
 Place: Mumbai              For B S R & Co.      Partner
 Date: April 22, 2009     Chartered Accountants  Membership No: 046768