1.  We have audited the attached balance sheet of the Yes Bank Limited
 (the Bank) as at 31 March, 2011, and the related Profit and loss
 account and the cash fow statement of the Bank for the year ended on
 that date, annexed thereto. These financial statements are the
 responsibility of the Banks management. Our responsibility is to
 express our 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 the 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 provision of section 29 of the Banking
 Regulation act, 1949 read with section 211 of the Companies act, 1956.
 
 4.  We report thereon as follows :
 
 i) 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;
 
 ii) The transactions of the Bank which have come to our notice have
 been within the powers of the Bank;
 
 iii) 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 of
 those books;
 
 iv) The balance sheet, Profit and loss account and cash fow statement
 dealt with by this report are in agreement with the books of account of
 the Bank;
 
 v) In our opinion, the accompanying balance sheet, Profit and loss
 account and cash fow statement dealt with by this report comply with
 the accounting standards referred to in sub-section (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;
 
 vi) as per information and explanations given to us the Central
 Government has, till date, not prescribed any cess payable under
 section 441a of the Companies act, 1956;
 
 vii) 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 are disQualified as on
 31 March, 2011 from being appointed as a Director under section
 274(1)(g) of the Companies act, 1956; and
 
 viii) 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 :
 
 a) in the case of the balance sheet, of the state of affairs of the
 Bank as at 31 March, 2011;
 
 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 case of cash fow statement, of the cash fows for the year ended
 on that date.
 
                                           For B S R & Co.
                                     Chartered Accountants
 
                          Firms Registration no.: 101248W
 
                                              Akeel Master
 Mumbai                                            Partner
 
 20 april, 2011                     Membership no.: 046768