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Bank of Barodaकी ऑडीटर रिपोर्ट

Mar 31, 2023

Report on the Audit of the Standalone Financial Statements

Opinion

1. We have audited the accompanying Standalone Financial Statements of Bank of Baroda (the Bankâ), which comprise the Balance Sheet as at 31st March, 2023, the Profit and Loss Account, Cash Flow Statement for the year then ended, and Notes to the Standalone Financial Statements including Significant Accounting Policies and other explanatory information, in which are included the returns for the year ended on that date of the Head office, 18 Zonal offices, 20 branches and 1 Specialized Integrated Treasury Branch audited by us, 2369 domestic branches audited by the respective Statutory Branch Auditors and 30 foreign branches audited by the respective Local Auditors. The branches audited by us and those audited by other auditors have been selected by the Bank in accordance with the guidelines issued to the Bank by the Reserve Bank of India (âRBIâ).

Also incorporated in the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement are the returns from 6057 domestic branches (including other accounting units and Centralized Processing Centres) which have not been subjected to audit. These unaudited branches account for 18 % of advances, 39 % of deposits, 14% of interest income and 31 % of interest expenses.

In our opinion and to the best of our information and according to explanations given to us, the aforesaid Standalone Financial Statements give the information required by the Banking Regulation Act 1949 (the âActâ), in the manner so required for the Bank and are in conformity with the accounting principles generally accepted in India and :

a) the Balance Sheet, read with the notes thereon is a full and fair Balance Sheet containing all the necessary particulars, is properly drawn up so as to exhibit a true and fair view of the state of affairs of the Bank as at 31st March, 2023;

b) the Profit and Loss Account, read with the notes thereon shows a true balance of profit; and

c) the Cash Flow statement gives a true and fair view of the cash flows for the year ended on that date.

Basis for Opinion

2. We conducted our audit in accordance with the Standards of Auditing (âSAsâ) issued by the Institute of Chartered Accountants of India (âthe ICAIâ). Our responsibility under those standards are further described in the Auditorsâ Responsibilities for the Audit of the Standalone Financial Statements section of our

report. We are independent of the Bank in accordance with the Code of Ethics issued by the ICAI together with the ethical requirements that are relevant to our audit of the Standalone Financial Statements, prepared in accordance with the accounting principles generally accepted in India, including the applicable Accounting Standard , and provisions of section 29 of Banking Regulation Act, 1949 and circulars and guidelines issued by the RBI from time to time and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

3. We invite attention to the following:

a) Note No. A-13 (h) of Schedule 18 regarding amortization of additional liability on account of revision in family pension amounting to '' 1454.41 Crores. The Bank has charged an amount of '' 290.88 Crores to the Profit and Loss Account for the financial year ended 31st March, 2023 and the balance unamortized expense of'' 872.65 Crores has been carried forward in terms of RBI Circular no. RBI/2021-22/105 DOR.ACC.REC.57/21.04.018/2021-22 dated October 4, 2021.

b) Note No. A-4 (g) of Schedule 18 relating to deferment of provision of ''13.59 Crores pertaining to certain fraud accounts identified during the year ended March 31, 2023 and to be charged to the Profit & Loss Account in the subsequent quarters, in terms of RBI Circular DBR No. BP.BC.92/21.04.048/2015-16 dated April 18, 2016.

Our opinion is not modified in respect of these matters.

Key Audit Matters

4. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the Key Audit Matters of the Bank to be communicated in our report:

I. Classification of Advances, Income Recognition, Identification of and provisioning for non-performing Advances (Refer Schedule 9 read with Note 4 of Schedule 17to the financial statements)

The net advances of the Bank constitute 64.51 percent of the total assets, which is the significant part of the financial statements. They are, inter-alia, governed by income recognition, asset classification and provisioning (IRACP) norms and other circulars and directives issued by the RBI from time to time which provides guidelines related to classification of Advances into performing and non-performing Advances (NPA) except in case of foreign offices in which case the classification of

with the IRACP norms in respect of the top 20 branches allotted to us. In carrying out substantive procedures at the branches allotted to us, we have examined large advances/ stressed advances while other advances have been examined on a sample basis including review of valuation reports of independent valuers as provided bythe Bankâs management.

c) Existence and effectiveness of monitoring mechanisms such as Internal Audit, Systems Audit, Credit Audit and Concurrent Audit as per the policies and procedures of the Bank.

d) Relied on the returns received from the branches not subject to audit and in that regard reviewed the internal monitoring mechanisms/systems of the Bank to satisfy the correctness of the sample data made available to us and ensured exceptions/deviations/errors noticed during our audit procedures were adequately considered by the Bank.

e) Test checked the identification and provisioning of non-performing assets and corresponding reversal of income, in accordance with RBI Guidelines issued from time to time.

f) Evaluated and tested the management estimates and judgements for the purpose of identification of NPA and adequacy of provision required as per RBIâs Prudential norms.

g) Evaluated the effectiveness of automated IT based system of asset classification implemented by the Bank in accordance with the directives of RBI.

h) We have also relied on the work done by the branch auditors for other domestic and foreign branches selected bythe Bank.

i) Ensured exceptions noticed during our audit procedures are duly corrected.

II. Information Technology (IT) and controls impacting financial Reporting

The Bankâs financial accounting and reporting systems are highly dependent on the effective working of the Core Banking Solution (CBS) and other IT systems linked to the CBS or working independently.

Our areas of focus relate to the logic that is fed into the system, sanctity and reliability of the data, access management and segregation of duties. These underlying principles are important because they ensure that changes to applications and data are appropriate, authorized, cleansed and monitored, so that the system generates accurate and reliable reports/ returns and other financial and non-financial information that is used for the preparation and presentation of the financial statements.

advances and provisioning thereof is made as per local regulations or RBI guidelines, whichever is more stringent. The Bank classifies these Advances based on IRACP norms as per its accounting policyfollowed.

Identification of performing and non-performing Advances involves establishment of proper mechanism. The Bank accounts for all the transactions related to Advances in its Information Technology System (IT System) viz. Core Banking Solution (CBS) which also identifies whether the advances are performing or nonperforming.

Besides following the prudential norms on Income Recognition, Asset Classification and Provisioning relating to Advances issued by the Reserve Bank of India (âRBIâ), the Bank also has certain policies for provisioning on non- performing assets.

The carrying value of these advances (net of provisions) may be materially misstated if, either individually or in aggregate, the IRACP norms are not properly followed.

Additionally, the Bank makes provisions on exposures that are not classified as NPA including advances to certain sectors and identified advances or group advances.

Considering the nature of the transactions, regulatory requirements, existing business environment, estimation/judgement involved in valuation of securities and calculation of provisions, it is a matter of high importance for the intended users of the Standalone Financial Statements.

Further due to reliance placed on data submitted by the borrowers & lead bank for Drawing Power calculations, third party for security valuation, computation of provisions as per various guidelines issued by the RBI, computation of diminution in value for restructured advances and recognition of interest income including in non-performing advances, we determined the above area as a Key Audit Matter.

Auditorsâ Responses

Principal Audit Procedures

We assessed the Bankâs system in place to identify and provide for non-performing assets. Our audit approach consisted testing of the design and operating effectiveness of the internal controls and substantive testing including the following :

a) We had obtained understanding from the Bank about the controls built in the system, checks and balances incorporated with respect to adherence to the RBI guidelines and related Bankâs Policies for identification of non-performing assets, provisioning to determine the nature, timing and extent of the substantive procedures and had accordingly planned our audit procedures.

b) The accuracy of the data input in the system for income recognition, classification into performing and non performing Advances and provisioning in accordance are highly dependent on IT systems. There is a risk that automated accounting procedures and related internal controls may not be accurately designed and operating effectively, hence considered as a key audit matter.

Auditorsâ Responses

Principal Audit Procedures

Our audit procedures include assessment and identification of key IT applications, and further verifying, testing and reviewing the design and operating effectiveness of the IT system on the basis of reports /returns and other financial and non-financial information generated from the system on a test check basis. Our audit procedures included:

a) Obtained an understanding of the Bankâs IT control environment and key changes during the audit period that may be relevant to the audit.

b) Reviewed the design, implementation and operating effectiveness of the Bankâs IT controls including application, access controls that are critical to financial reporting on test check basis.

c) Where we identified the need to perform additional procedures, we placed reliance on manual compensating controls; such as reconciliations between systems and other information sources or performing additional testing; extended our sample sizes, to obtain adequate and appropriate audit evidence.

d) Reliance on the work performed by the statutory branch auditors and the rectification entries (MOCs) passed based on branch audits.

e) Reliance on external vendor inspection reports wherever made available.

f) Reviewed the IS Audit Reports and discussed with IT Department on compliance with key IT controls.

III. Classification and Valuation of Investments, Identification of and provisioning for Non-Performing Investments (Schedule 8 read with Note 3 of Schedule 17to the financial Statements)

Investments include investments made by the Bank in various Government Securities, Bonds, Debentures, Shares, Security receipts and other approved securities.

Investments constitute 24.85 per cent of the Bankâs total assets. These are governed by the circulars and directives of the RBI. These directions of RBI, inter-alia, cover valuation of investments, classification of investments, identification of non-performing investments, the corresponding non-recognition of income and provision there against.

The valuation of unquoted investments and thinly traded investments is an area of inherent risk because of market volatility, unavailability of reliable prices and macroeconomic uncertainty.

Accordingly, our audit was focused on valuation of investments, classification, identification of non-

performing investments and provisioning related to investments.

The valuation of each category (type) of the aforesaid securities is to be done as per the method prescribed in circulars and directives issued by the RBI which involves collection of data/information from various sources such as FIBIL rates, rates quoted on BSE/NSE, financial statements of unlisted companies etc.

Considering the complexities and extent of judgment involved in the valuation, volume of transactions, investments on hand and degree of regulatory focus, we determined the above area as a Key Audit Matter.

Auditorsâ Responses

Principal Audit Procedures

Our audit approach towards Investments with reference to the RBI Circulars/directives included the understanding of internal controls and substantive audit procedures in relation to valuation, classification, identification of non-performing investments (NPIs), provisioning/depreciation related to Investments.

Our audit procedures with respect to audit of Treasury, focused on -

a) We evaluated and understood the Bankâs internal control system to comply with relevant RBI guidelines regarding valuation, classification, identification of NPIs, provisioning/depreciation related to investments.

b) For the selected sample of investments in hand, we tested accuracy and compliance with the RBI Master Circulars and directions by re-performing valuation for each category of the security. Samples were selected after ensuring that all the categories of investments (based on nature of security) were covered in the sample.

c) Independently test-checked valuation of unquoted investments, based on the financial statements for the year ended 31st March, 2023 or on the basis of other prescribed procedures in terms ofthe RBI guidelines.

d) We assessed and evaluated the process of identification of NPIs and corresponding reversal of income and creation of provision.

e) We carried out substantive audit procedures to recompute independently the provision to be maintained and depreciation to be provided in accordance with the circulars and directives of the RBI. Accordingly, we selected samples from the investments of each category and tested for NPIs as per the RBI guidelines and recomputed the provision to be maintained in accordance with the RBI Circular for those selected sample of NPIs.

IV. Assessment of Provisions and Contingent liabilities including in respect of certain litigations, various claims filed by other parties not acknowledged as debt (Schedule 12 read with Note 15 of Schedule 17

to the financial statements):

The Bank has disputed claims against it including matters pending at various levels in Tax and non tax matters which are pending at various courts/forums and are at various stages in the judicial process. The management has exercised significant judgement in assessing the possible outflow in such matters.

There is high level of judgement required in estimating the level of provisioning. The Bankâs assessment is supported by the facts of matter, their own judgment, past experience, and advice from legal and independent tax consultants wherever considered necessary. Accordingly, unexpected adverse outcomes may significantly impact the Bankâs reported profit and state of affairs presented in the Balance Sheet.

We determined the above area as a Key Audit Matter in view of associated uncertainty relating to the outcome ofthese matters which requires application ofjudgment in interpretation of law. Accordingly, our audit was focused on analysing the facts of subject matter under consideration and judgments/ interpretation of law involved.

Auditorsâ Responses

Principal Audit Procedures

a) We have evaluated the appropriateness of the design and tested the operating effectiveness of the managementâs controls over the tax litigation matters.

b) We reviewed the managementâs underlying assumptions in estimating the possible outflow and the possible outcome of the disputes. The legal precedence and other rulings were considered in evaluating managementâs position on these uncertain tax /non tax positions.

c) Further we have relied upon the management judgements, industry level deliberations and estimates for possible outflow and opinion of internal experts of the Bank in relations to such disputed tax positions.

d) Read and analysed select key correspondences, internal/external legal opinions / consultations by management for key disputed non tax matters.

e) Reviewed and verified other legal pronouncements wherever available in similar matters in the case of the Bank/other corporate.

f) Discussed with appropriate senior management and evaluated managementâs underlying key assumptions in estimating the provisions.

g) Assessed managementâs estimate of the possible outcome of the disputed non tax cases and relied on the management judgments in such cases.

h) Reliance on the work performed by the statutory branch auditors and the rectification entries passed based on branch audits/additional information to the extent available at Head office.

5. Other Matters

a) We did not audit the financial Statements/financial information of 2369 domestic branches and 30 foreign branches whose financial statements reflects total Assets of'' 545776 Crores and total revenue of'' 33642 Crores for the year ended on that date, as considered in the standalone financial statements. These branches cover 47% of total advances, 57 % of total deposits and 58% of Non-Performing assets as at 31st March, 2023 and 32% of revenue for the year ended on 31st March, 2023. The financial statements/information of these branches have been audited by the Bankâs Statutory Branch Auditors whose reports have been furnished to us, and in our opinion in so far as it relates to the amounts and disclosures included in respect of branches, is based solely on the reports of such branch auditors.

b) The Standalone Financial statements of the Bank for the previous year ended 31st March, 2022 were audited by the joint central statutory auditors, two of which are predecessor audit firms and have expressed unmodified opinion on such financial statements vide their report dated 31st May, 2022.

Our opinion is not modified in respect of above matters.

Information Other than the Standalone Financial

Statements and Auditorsâ Report thereon

6. The Bankâs Board of Directors is responsible for the preparation of the other information. The other information comprises the Corporate Governance report (but does not include the Standalone Financial Statements and our auditorsâ report thereon) which we obtained at the time of issue of this auditorsâ report and Directorsâ Report, Key Financial Indicators and Shareholderâs Information, which is expected to be made available to us after that date.

Our opinion on the financial statements does not cover the other information and Pillar 3 disclosure under the Basel III Disclosure and we do not and will not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the Standalone Financial Statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

If, based on the work we have performed on the other information that we obtained prior to the date of this auditorsâ report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

When we read the Directorsâ Report, Key Financial Indicators and Shareholderâs Information, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Responsibilities of Management and Those Charged with

Governance for the Standalone Financial Statements

7. The Bankâs Board of Directors is responsible with respect to the preparation of these Standalone Financial Statements that give a true and fair view of the financial position, financial performance and cash flow of the Bank in accordance with the accounting principles generally accepted in India including the applicable Accounting Standards, provisions of Section 29 of the Banking Regulation Act, 1949 and the circulars and guidelines issued by RBI from time to time. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Bank and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimate that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone financial statements that give true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Board of Directors is responsible for assessing the Bankâs ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless Board of Directors either intends to liquidate the Bank or to cease operations, or has no realistic alternative but to do so. The Board of Directors are also responsible for overseeing the Bankâs financial reporting process.

Auditorsâ Responsibilities for the Audit of the Standalone

Financial Statements

8. Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditorâs report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

â¢ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances.

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

â¢ Conclude on the appropriateness of managementâs use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Bankâs ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditorâs report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditorâs report. However, future events or conditions may cause the Bank to cease to continue as a going concern.

â¢ Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the Standalone Financial Statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Standalone Financial Statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the Standalone Financial Statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on other Legal and Regulatory Requirements

9. The Balance Sheet and the Profit and Loss account have been drawn up in accordance with the provisions of Section 29 ofthe Banking Regulation Act, 1949.

10. Subject to the limitations of the audit indicated in paragraph 5,7 to 8 above and as required by the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970/1980, and subject also to the limitations of disclosure required therein, 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) The transactions of the Bank, which have come to our notice, have been within the powers of the Bank and

c) The returns received from the offices and branches of the Bank have been found adequate for the purposes of our audit.

11. We further report that:

a) In our opinion, proper books of account as required by law have been kept by the Bank so far as it 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;

b) 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 the returns received from branches not visited by us;

c) The reports on the accounts ofthe branch offices audited by branch auditors of the Bank as per the provisions

of section 29 of the Banking Regulation Act, 1949 have been sent to us and have been properly dealt with by us in preparing this report; and

d) in our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement comply with the applicable accounting standards, to the extent they are not inconsistentwith the accounting policies prescribed by the RBI.

12. As required by letter no. DOS.ARG. No.6270 /08.91.001/2019-20 dated 17th March, 2020 on âAppointment of Statutory Central Auditors (SCAs) in Public Sector Banks-Reporting obligations for SCAs from 2019-20â, read with subsequent communication dated 19th May, 2020 issued by RBI, we further report on the matters specified in paragraph 2 of the aforesaid letter as under:

a) In our opinion, the aforesaid Standalone Financial Statements comply with the applicable accounting standards, to the extent they are not inconsistent with the accounting policies prescribed by RBI;

b) There are no observations or comments on financial transactions or matters which have any adverse effect on the functioning of the bank.

c) As the bank is not registered under the Companies Act, 2013, the disqualifications from being a director of the bank under sub-section (2) of Section 164 of the Companies Act, 2013 do not applyto the bank.

d) There are no qualification, reservation or adverse remarks relating to the maintenance of accounts and other matters connected therewith.

e) Our Audit report on the adequacy and operating effectiveness of the Bankâs internal financial controls with reference to financial statements is given in Annexure âAâ to this report. Our report expresses an unmodified opinion on the Banksâs operating effectiveness of internal financial controls with reference to financial statements as at 31st March, 2023.

Mar 31, 2022

Report on the Audit of the Standalone Financial

Statements

Opinion

1. We have audited the accompanying Standalone Financial Statements of Bank of Baroda (the Bankâ), which comprise the Balance Sheet as at March 31, 2022, the Profit and Loss Account, Cash Flow Statement for the year then ended, and Notes to the Standalone Financial Statements including Significant Accounting Policies and other explanatory information, in which are included the returns for the year ended on that date of the Head office, 18 Zonal office, 20 branches and 1 Specialized Integrated Treasury Branch audited by us, 2814 domestic branches (including other accounting units and Centralized Processing Centres) audited by the respective Statutory Branch Auditors and 31 foreign branches audited by the respective Local Auditors. The branches audited by us and those audited by other auditors have been selected by the Bank in accordance with the guidelines issued to the Bank by the Reserve Bank of India (âRBIâ).

Also incorporated in the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement are the returns from 5628 domestic branches (including other accounting units) which have not been subjected to audit. These unaudited branches account for 16.49% of advances, 36.51% of deposits, 13.87% of interest income and 37.82% of interest expenses.

a) true and fair view in case of the Balance sheet, of the state of affairs of the Bank as at March 31, 2022;

b) true balance of Profit in case of Profit and Loss Account for the year ended on that date; and

c) true and fair view of the cash flows in case of Cash Flow Statement for the year ended on that date.

Basis for Opinion

2. We conducted our audit in accordance with

the Standards of Auditing (âSAsâ) issued by the Institute of Chartered Accountants of India (âthe ICAIâ). Our responsibility under those standards are further described in the Auditorsâ Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Bank in accordance with the Code of Ethics issued by the ICAI together with the ethical requirements that are relevant to our audit of the Standalone Financial Statements, prepared in accordance with the accounting principles generally accepted in India, including the appliable Accounting Standard , and provisions of section 29 of Banking Regulation Act, 1949 and circulars and guidelines issued by Reserve Bank of India from time to time and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

3. We invite attention to the following:

a) Note no. C-12 of Schedule 18 which describes the uncertainties due to outbreak of novel corona virus (COVID 19) and the managementâs assessment of its impact on the business operations of the Bank.

b) Note No. A-13 (h) of Schedule 18 regarding amortization of additional liability on account of revision in family pension amounting to ? 1454.41 Crores. The Bank has charged an amount of ? 290.88 Crores to the Profit and Loss Account for the financial year ended March 31, 2022 and the balance unamortized expense of ? 1163.53 Crores has been carried forward in terms of RBI Circular no. RBI/2021-22/105 DOR.ACC. REC.57/21.04.018/2021-22 dated October 4, 2021.

c) Note No. A-4 (g) of Schedule 18 relating to deferment of provision of ? 87.02 Crores pertaining to certain fraud accounts identified during the year ended March 31, 2022 and to be charged to the Profit & Loss Account in the subsequent quarters, in terms of RBI Circular DBR No. BPBC.92121.04.048/2015-16 dated April 18, 2016.

d) Note No. C-16 of Schedule 18 regarding amendments in Standalone Financial Statements pursuant to the decision taken by the Board of Directors of the Bank. We had issued our audit report dated May 13, 2022 on the Standalone Financial Statements which comprises the Balance Sheet as at March 31,2022, the Profit and Loss Account, Cash Flow Statement for the year ended March 31,2022, and Notes to Standalone

Financial Statements including Significant Accounting Policies and the other explanatory information, approved by the Board of Directors of the Bank in their meeting held on May 13, 2022. The Board of Directors have now recommended an enhancement in the dividend pay-out and accordingly the Standalone Financials Statements have been amended to that extent and approved by the Board in their meeting held on May 31,2022. Our audit procedures in relation to the subsequent events are restricted solely to the amendments in the Standalone Financial Statements pursuant to the Decision of the Board of Directors.

Our opinion is not modified in respect of these matters.

Key Audit Matters

I. Classification of Advances, Income Recognition, Identification of and provisioning for nonperforming Advances (Refer Schedule 9 read with Note 4 of Schedule 17 to the financial statements)

The net advances of the Bank constitutes of 60.81 percent of the total assets, which is the significant part of the financial statements. They are, inter-alia, governed by income recognition, asset classification and provisioning (IRACP) norms and other circulars and directives issued by the RBI from time to time which provides guidelines related to classification of Advances into performing and non-performing Advances (NPA) except in case of foreign offices in which case the classification of advances and provisioning thereof is made as per local regulations or RBI guidelines, whichever is more stringent. The Bank classifies these Advances based on IRACP norms as per its accounting policy followed.

Besides following the prudential norms on Income

Recognition, Asset Classification and Provisioning relating to Advances issued by the Reserve Bank of India (âRBIâ), the Bank also has certain policies for provisioning on non- performing assets.

The carrying value of these advances (net of provisions) may be materially misstated if, either individually or in aggregate, the IRACP norms are not properly followed.

Auditorsâ Responses

Principal Audit Procedures

b) The accuracy of the data input in the system for income recognition, classification into performing and non performing Advances and provisioning in accordance with the IRACP norm in respect of the top 20 branches allotted to us. We have also relied on the work done by the branch auditors for other domestic and foreign branches selected by the Bank.

c) Existence and effectiveness of monitoring mechanisms such as Internal Audit, Systems Audit, Credit Audit and Concurrent Audit as per the policies and procedures of the Bank;

d) Test checked the identification and provisioning of non-performing assets in accordance with RBI Guidelines issued from time to time.

e) Evaluated and tested the management estimates and judgements for the purpose of identification of NPA and adequacy of provision required as per RBIâs Prudential norms.

f) Evaluated the effectiveness of automated IT based

system of asset classification implemented by the Bank during the year in accordance with the directives of RBI.

g) We have also relied on the reports of IT System Audit experts with respect to the business logics / parameters inbuilt in CBS for identification of NPAs and provisioning in respect thereof.

h) Ensured exceptions noticed during our audit procedures are duly corrected.

II. Information Technology (IT) and controls impacting financial Reporting

Technology (IT) systems are used in financial reporting process. The Bankâs operational and financial processes generate extensive volume on daily basis and process varied and complex transactions which are highly dependent on IT systems. There is a risk that automated accounting procedures and related internal controls may not be accurately designed and operating effectively, hence considered as a key audit matter.

Auditorsâ Responses

Principal Audit Procedures

a) Obtained an understanding of the Bankâs IT control environment and IT policies during the audit period.

b) Testing IT general controls related to User and Application controls, Change Management Controls and Data backup.

d) Reliance on the work performed by the statutory branch auditors and the rectification entries (MOCs) passed based on branch audits;

e) Reliance on external vendor inspection reports wherever made available.

III. Classification and Valuation of Investments, Identification of and provisioning for NonPerforming Investments (Schedule 8 read with Note 3 of Schedule 17 to the financial Statements)

Investments include investments made by the Bank in various Government Securities, Bonds, Debentures, Shares, Security receipts and other approved securities.

Investments constitute 24.71 per cent of the Bankâs total assets. These are governed by the circulars and directives of the RBI. These directions of RBI, inter-alia, cover valuation of investments, classification of investments, identification of nonperforming investments, the corresponding nonrecognition of income and provision there against.

The valuation of unquoted investments and thinly traded investments is an area of inherent risk because of market volatility, unavailability of reliable prices and macroeconomic uncertainty.

Accordingly, our audit was focused on valuation of investments, classification, identification of nonperforming investments and provisioning related to investments.

Auditorsâ Responses

Principal Audit Procedures

Our audit procedures with respect to audit of Treasury, focused on -

c) Independently test-checked valuation of unquoted investments, based on the financial statements for the year ended March 31,2022 or on the basis of other prescribed procedures in terms of the RBI guidelines.

d) We assessed and evaluated the process of identification of NPIs and corresponding reversal of income and creation of provision;

e) We carried out substantive audit procedures to re-compute independently the provision to be maintained and depreciation to be provided in accordance with the circulars and directives of the RBI. Accordingly, we selected samples from the investments of each category and tested for NPIs as per the RBI guidelines and recomputed the provision to be maintained in accordance with the RBI Circular for those selected sample of NPIs;

There is high level of judgement required in estimating the level of provisioning. The Bankâs

assessment is supported by the facts of matter, their own judgment, past experience, and advice from legal and independent tax consultants wherever considered necessary. Accordingly, unexpected adverse outcomes may significantly impact the Bankâs reported profit and state of affairs presented in the Balance Sheet.

We determined the above area as a Key Audit Matter in view of associated uncertainty relating to the outcome of these matters which requires application of judgment in interpretation of law. Accordingly, our audit was focused on analysing the facts of subject matter under consideration and judgments/ interpretation of law involved.

Auditorsâ Responses

Principal Audit Procedures

a) We have evaluated the appropriateness of the design and tested the operating effectiveness of the managementâs controls over the tax litigation matters.

d) Read and analysed select key correspondences, internal/external legal opinions / consultations by management for key disputed non tax matters.

e) Reviewed and verified other legal pronouncements wherever available in similar matters in the case of the Bank/other corporate.

f) Discussed with appropriate senior management and evaluated managementâs underlying key assumptions in estimating the provisions.

g) Assessed managementâs estimate of the possible outcome of the disputed non tax cases and relied on the management judgments in such cases.

5. Other Matters

a) We did not audit the financial Statements/financial information of 2814 domestic branches (including other accounting units and Centralized Processing Centres) and 31 foreign branches whose financial statements reflects total Assets of ? 4,85,112.22 Crores and total revenue of ? 24,680.37 Crores for

the year ended on that date, as considered in the standalone financial statements. These branches and processing centres cover 46.84% of total advances, 58.85% of total deposits and 52.08% of Non-Performing assets as at 31st March 2022 and 31.23% of revenue for the year ended on 31st March 2022. The financial statements/information of these branches have been audited by the Bankâs Statutory Branch Auditors whose reports have been furnished to us, and in our opinion in so far as it relates to the amounts and disclosures included in respect of branches, is based solely on the reports of such branch auditors.

b) Pursuant to Note No. C-16 of Schedule 18 regarding amendments in financial statements, this report supersedes our earlier report issued on May 13, 2022.

Our opinion is not modified in respect of above matters.

Information Other than the Standalone Financial

Statements and Auditorsâ Report thereon

Our opinion on the financial statements does not cover the other information and Pillar 3 disclosure under Basel III and we will not express any form of assurance conclusion thereon.

When we read the Directorsâ Report, Key Financial Indicators and Shareholderâs Information, if we conclude that there is a material misstatement therein, we are required to communicate the

matter to those charged with governance.

Responsibilities of Management and Those Charged

with Governance for the Standalone Financial

Statements

Auditorsâ Responsibilities for the Audit of the

Standalone Financial Statements

As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

â¢ Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

â¢ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances.

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

We also provide those charged with governance with a statement that we have complied with relevant

ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditorâs report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on other Legal and Regulatory Requirements

9. The Balance Sheet and the Profit and Loss account have been drawn up in accordance with the provisions of Section 29 of the Banking Regulation Act, 1949.

10. Subject to the limitations of the audit indicated in paragraph 5 to 6 above and as required by the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970, and subject also to the limitations of disclosure required therein and as required by sub-section (3) of section 30 of the Banking Regulation Act, 1949, 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) The transactions of the Bank, which have come to our notice, have been within the powers of the Bank and

c) The returns received from the offices and branches of the Bank have been found adequate for the purposes of our audit.

11. We further report that:

b) The Balance Sheet and Profit and Loss account and Cash flow statement dealt with by this report are in agreement with the books of account and with the returns received from branches not visited

by us;

c) The reports on the accounts of the branch offices audited by branch auditors of the Bank as per the provisions of section 29 of the Banking Regulation Act, 1949 have been sent to us and have been properly dealt with by us in preparing this report; and

d) in our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement comply with the applicable accounting standards, to the extent they are not inconsistent with the accounting policies prescribed by the RBI.

12. As required by letter no. DOS.ARG. No.6270 /08.91.001/2019-20 dated March 17, 2020 on âAppointment of Statutory Central Auditors (SCAs) in Public Sector Banks-Reporting obligations for SCAs from 2019-20â, read with subsequent communication dated May 19, 2020 issued by RBI, we further report on the matters specified in paragraph 2 of the aforesaid letter as under:

a) In our opinion, the aforesaid Standalone Financial

Statements comply with the applicable accounting standards, to the extent they are not inconsistent with the accounting policies prescribed by RBI;

b) There are no observations or comments on financial transactions or matters which have any adverse effect on the functioning of the bank.

c) On the basis of the written representations received from the directors as on March 31,2022 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2022 from being appointed as a director in terms of Section 164(2) of the Companies Act 2013.

d) There are no qualification, reservation or adverse remarks relating to the maintenance of accounts and other matters connected therewith.

Mar 31, 2019

Independent Auditors Report on the Standalone Financial Statements of Bank of Baroda

Opinion

1. We have audited the standalone financial statements of Bank of Baroda (âthe Bankâ) which comprises the Balance Sheet as at March 31, 2019, the standalone Profit and Loss Account and the standalone Cash Flow Statement for the year then ended including summary of significant accounting policies and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Banking Regulation Act, 1949 in the manner so required for bank and are in conformity with accounting principles generally accepted in India and give:

a. true and fair view in case of the Balance sheet, of the state of affairs of the Bank as at 31st March, 2019;

b. true balance of Profit in case of Profit / Loss account for the year ended on that date; and

c. true and fair view in case of statement of cash flows for the year ended on that date.

Basis for opinion

3. We conducted our audit in accordance with the Standards on Auditing (the âSAsâ). Our responsibilities under those SAs are further described in the Auditorâs Responsibilities for the Audit of the standalone financial statements section of our report. We are independent of the Bank in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

4. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Information Technology	Our Audit Approach
(IT) and controls
impacting financial	We have obtained
reporting	understanding of the IT related
The IT environment is	environment of the Bank, and
complex and pervasive	had accordingly identified IT
to the operations of the	applications, databases and
Bank with regards to the	operating systems to conduct
financial reporting process	risk assessment which
since the same is highly	may impact on the financial
dependent on information	reporting.
technology including	Our audit procedures in this
automated and manual controls and availability of complete and accurate electronic data due to the size and complexity of the operations. Unauthorized or extensive access rights, changes in IT environment, operational controls, lack	area included, among others: - Testing IT general controls related to User and Application controls, Change Management Controls and Data backup. - Assessing whether appropriate restrictions were placed on access to core systems through
of segregation of duties which may cause a risk of misstatement of financial information and could have a material consequence on the completeness and accuracy of the financial statements. Due to high level of automation, number of integrated / non -integrated systems used,	reviewing the permissions and responsibilities of authorised personnel. - Where we identified the need to perform additional procedures, we placed reliance on manual compensating controls; such as reconciliations between systems and other information
this is a significant matter for our audit.	sources or performing additional testing; extended our sample sizes, to obtain adequate and appropriate audit evidences.

Accuracy in classification	Our Audit Approach
of Loans and Advances,	We	had obtained
provision thereon and	understanding from the Bank
recognition of income	about the controls built in the
The net advances of the	system, checks and balances
Bank constitutes of 60.03%	incorporated with respect
of the total assets, which is	to	adherence to the RBI
the significant part of the	guidelines and related Bankâs
financial statements.	Policies for identification of
Besides following the	non	- performing assets,
prudential norms on	provisioning and had
Income Recognition,	accordingly planned our audit
Asset Classification and	procedures.
Provisioning relating to	We	have audited top 20
Advances issued by the		have audited top 20
Advances issued by the	domestic branches and have
Reserve Bank of India
Reserve Bank of India	relied on the work done by
(âRBIâ), the Bank also
(âRBIâ), the Bank also	the	branch auditor for other
has certain policies for	domestic and foreign branches
provisioning on non -	selected by the Bank.
performing assets.
Due to reliance placed	Our	audit procedures with
on data submitted by	respect to our audit of top 20
the borrowers & lead	domestic branches, focused
bank for Drawing Power	on -
calculations, third party
for security valuation,	^-	Review of design and
computation of provisions		operating effectiveness
as per various guidelines		of key controls around
issued by the RBI,		the process of loan
management judgements		performance monitoring
for impairing advances,		which includes basis
computation of diminution		of assessing drawing
value for restructured		power and security
advances and recognition		valuations.
of interest income including	^-	For non-performing
in non - performing		advances on sample
advances; we have		basis, we have
considered this to be a key		performed loan file
audit matter.		reviews to inspect financial particulars, existence of security and assessed the

	adequacy of the
	provisions recognized
	in the books of accounts
	including valuation of
	collateral and the cash
	flows.
	- Verification of interest
	income credited on
	a monthly basis with
	the input data, such
	as principal amounts,
	contractual interest
	rates, currencies
	and maturity dates
	were tested through
	substantive testing
	and tracing to source
	documents.
	Besides above, we have also
	referred to the reports of the
	concurrent auditor and other
	audits conducted by the Bank.
	In addition to the branches
	audited by us, we have carried
	out the Assessment of design,
	implementation and operating
	effectiveness of controls of IT
	System used with respect to
	the classification of advances,
	recognition of income and
	provisioning pertaining to non
	- performing advances.

Other Matter

5. Incorporated in these standalone financial statements are the returns of 20 branches and 1 Specialized Integrated Treasury Branch audited by us, 3045 branches audited by statutory branch auditors and 34 foreign branches audited, The branches audited by us and those audited by other auditors have been selected by the Bank in accordance with the guidelines issued to the Bank by the Reserve Bank of India. Also incorporated in the Balance Sheet and the Profit and Loss Account are the returns from 2487 domestic branches and 4 foreign branches which have not been subjected to audit. These unaudited branches account for 7.87 percent of advances, 16.32 percent of deposits, 5.13 percent of interest income and 15.27 percent of interest expenses.

Other Information

6. The Bankâs Board of Directors is responsible for the other information. The other information comprises the information included in the Annual report, but does not include the financial statements and our auditorâs report thereon. The Annual Report is expected to be made available to us after the date of this auditorâs report.

7. Our opinion on the financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.

8. In connection with our audit of the financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

When we read the other information, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take appropriate actions necessitated by the circumstances and the applicable laws and regulations.

Responsibilities of Management and Those Charged With Governance for the Standalone Financial Statements

9. The bankâs Management, Board of Directors are responsible for the preparation of these standalone financial statements that give a true and fair view of the state of affairs, profit and cash flow of the Bank in accordance with the accounting principles generally accepted in India including the Accounting Standards specified by the Institute of Chartered Accountants of India (ICAI) as applicable to banks, provision of Section 29 of the Banking Regulation Act, 1949 and the circulars and guidelines issued by Reserve Bank of India (âRBIâ) from time to time.. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Bank and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

10. In preparing the standalone financial statements, management and Board of Directors are responsible for assessing the Bankâs ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Bank or to cease operations, or has no realistic alternative but to do so. The Board of Directors is also responsible for overseeing the Bankâs financial reporting process. Auditorâs responsibilities for the audit of the Standalone Financial Statements

11. Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditorâs report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with the SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

a. Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

b. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial control system over financial reporting and the operating effectiveness of such controls.

c. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

d. Conclude on the appropriateness of managementâs use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Bankâs ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditorâs report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditorâs report. However, future events or conditions may cause the Bank to cease to continue as a going concern.

e. Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Report on other legal and regulatory requirements

12. The Balance Sheet and the profit and loss account have been drawn up in accordance with the provisions of Section 29 of the Banking Regulation Act, 1949 and as per the Accounting Standards issued by ICAI:

13. As required by the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970, 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) The transactions of the Bank, which have come to our notice, have been within the powers of the Bank; and

(c) The returns received from the offices and branches of the Bank have been found adequate for the purposes of our audit;

14. We further report that:

(a) in our opinion, proper books of account as required by law have been kept by the Bank so far as it 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.

(b) The Balance Sheet and Profit and Loss account and Cash flow statements dealt with by this report are in agreement with the books of account and returns;

(c) The reports on the accounts of the branch offices audited by branch auditors of the Bank under section 29 of the Banking Regulation Act, 1949 have been sent to us and have been properly dealt with by us in preparing this report; and

(d) In our opinion, the Balance Sheet, the Profit and Loss Account and the Statement of Cash Flows comply with the applicable accounting standards, to the extent they are not inconsistent with the accounting policies prescribed by RBI.

For Kalyaniwalla & Mistry

LLP. For Singhi & Co. For G M Kapadia & Co. For S R Dinodia & Co. LLP.

Chartered Accountants Chartered

Accountants Chartered Accountants Chartered Accountants

FRN:104607W /

W100166 FRN : 302049E FRN : 104767W FRN : 001478N /

N500005

(Daraius Fraser) (Rajiv Singhi) (Atul Shah) (Sandeep Dinodia)

Partner Partner Partner Partner

M No.042454 M No.053518 M No.039569 M No.083689

Date: 22^nd May 2019

Place: Mumbai

Mar 31, 2018

Report on the Standalone Financial Statements of Bank of Baroda

1. We have audited the accompanying standalone financial statements of Bank of Baroda as at March 31, 2018, which comprises the Balance Sheet as at March 31, 2018, 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. Incorporated in these financial statements are the returns of 20 branches and one Specialized Integrated Treasury Branch audited by us, 2729 branches audited by statutory branch auditors and 16 foreign territories audited, one foreign territory reviewed by local auditors in respective countries. The branches audited by us and those audited by other auditors have been selected by the Bank in accordance with the guidelines issued to the Bank by the Reserve Bank of India. Also incorporated in the Balance Sheet and the Profit and Loss Account are the returns from 2717 branches which have not been subjected to audit. These unaudited branches account for 8.78 per cent of advances, 20.81 per cent of deposits, 7.75 per cent of interest income and 17.01 per cent of interest expenses.

Managementâs Responsibility for the Standalone Financial Statements

2. The Bankâs management is responsible for the preparation of these standalone financial statements in accordance with the Banking Regulation Act, 1949, Reserve Bank of India guidelines from time to time and accounting standards generally accepted in India. This responsibility includes the design, implementation and maintenance of internal controls relevant to the preparation of the standalone financial statements that give true and fair view and are free from material misstatement, whether due to fraud or error.

Auditorâs Responsibility

3. Our responsibility is to express an opinion on these standalone financial statements based on our audit. We conducted our audit in accordance with the 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 from material misstatements.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the standalone financial statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal controls relevant to the Bankâs preparation and fair presentation of the standalone financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on effectiveness of the Bankâs internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Management, as well as evaluating the overall presentation of the standalone 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, as shown by books of bank and to the best of our information and according to the explanations given to us:

i. The Balance sheet, read with the significant accounting policies and the notes thereon is a full and fair Balance Sheet containing all the necessary particulars, is properly drawn up so as to exhibit a true and fair view of state of affairs of the Bank as at March 31, 2018 in conformity with accounting principles generally accepted in India;

ii. The Profit and Loss Account, read with the significant accounting policies and the notes thereon shows a true balance of loss, in conformity with accounting principles generally accepted in India, for the year covered by the account; and

iii. The Cash Flow Statement gives a true and fair view of the cash flows for the year ended on that date.

Emphasis of Matter

7. We draw your attention to Note No. 2.8 regarding unamortized balance of Rs.291 crores on account of additional liability towards gratuity deferred to subsequent three quarters by the Bank.

Our opinion is not modified in respect to the above.

Report on Other Legal and Regulatory Requirements

8. The Balance Sheet and the Profit and Loss Account have been drawn up in Forms "A" and "B" respectively of the Third Schedule to the Banking Regulation Act, 1949.

9. Subject to the limitations of the audit indicated in paragraph 1 to 5 above and as required by the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970/1980 and subject also to the limitations of disclosure required therein, 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. The transactions of the Bank, which have come to our notice, have been within the powers of the Bank; and

c. The returns received from the offices and branches of the Bank have been found adequate for the purposes of our audit;

10. We further report that:

a. The Balance Sheet and Profit and Loss account dealt with by this report are in agreement with the books of account and returns;

b. The reports on the accounts of the branch offices audited by branch auditors of the Bank under section 29 of the Banking Regulation Act, 1949 have been sent to us and have been properly dealt with by us in preparing this report; and

c. In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement comply with the applicable accounting standards.

11. The standalone financial statements of the Bank for the year ended March 31, 2017 were audited by other joint audit firms of the Bank, one of whom is the continuing audit firm. Those auditors have expressed an unmodified opinion vide their report dated May 18, 2017 on such standalone financial statements.

For Kalyaniwalla & Mistry LLP. For Singhi & Co. LLP. For G M Kapadia & Co. For S R Dinodia &

Co. LLP.

Chartered Accountants Chartered Accountants Chartered Accountants Chartered

Accountants

FRN:104607W / W100166 FRN : 302049E FRN : 104767W FRN : 001478N /

N500005

(Daraius Fraser) (Rajiv Singhi) (Rajen Ashar) (Sandeep Dinodia)

Partner Partner Partner Partner

M No. 042454 M No. 053518 M No. 048243 M No. 083689

Date: 25^th May 2018

Place: Mumbai

Mar 31, 2017

Report on the Financial Statements

1. We have audited the accompanying financial statements of Bank of Baroda as on 31^st March, 2017, which comprise the Balance Sheet as on 31^st March, 2017, and 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. Incorporated in these financial statements are the returns of 20 branches and one Specialized Integrated Treasury Branch audited by us, 2638 branches audited by statutory branch auditors and 48 foreign branches audited by local auditors in respective countries. The branches audited by us and those audited by other auditors have been selected by the Bank in accordance with the guidelines issued to the Bank by the Reserve Bank of India. Also incorporated in the Balance Sheet and the Profit and Loss Account are the returns from 2763 branches which have not been subjected to audit. These unaudited branches account for 5.91 per cent of advances, 11.87 per cent of deposits, 5.62 per cent of interest income and 11.19 per cent of interest expenses.

Managementâs Responsibility for the Financial Statements

2. Management is responsible for the preparation of these financial statements in accordance with the Banking Regulation Act 1949, Reserve Bank of India guidelines from time to time and accounting standards generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation of the financial statements that are free from material misstatement, whether due to fraud or error.

Auditorâs Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the 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 from material misstatements.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditorâs 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 entityâs preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on effectiveness of the entityâs internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by 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.

6. Opinion

In our opinion, as shown by books of bank and to the best of our information and according to the explanations given to us:

i. The Balance sheet, read with the notes thereon is a full and fair Balance Sheet containing all the necessary particulars, is properly drawn up so as to exhibit a true and fair view of state of affairs of the Bankas on 31^st March, 2017 in conformity with accounting principles generally accepted in India;

ii. The Profit and Loss Account, read with the notes thereon shows a true balance of profit, in conformity with accounting principles generally accepted in India, for the year covered by the account; and

iii. The Cash Flow Statement gives a true and fair view of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

7. The Balance Sheet and the Profit and Loss Account have been drawn up in Forms âAâ and âBâ respectively of the Third Schedule to the Banking Regulation Act, 1949.

8. Subject to the limitations of the audit indicated in paragraph 1 to 5 above and as required by the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 / 1980 and subject also to the limitations of disclosure required therein, 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. The transactions of the Bank, which have come to our notice have been within the powers of the Bank;

c. The returns received from the offices and branches of the Bank have been found adequate for the purposes of our audit;

9. We further report that:

a. The Balance Sheet and Profit and Loss account dealt with by this report are in agreement with the books of account and returns.

c. In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement comply with the applicable accounting standards.

AUDITORS

For Wahi & Gupta For S R Goyal & Co For Rodi Dabir & Co. For Kalyaniwalla & Mistry LLP

Chartered Accountants Chartered Accountants Chartered Accountants Chartered Accountants

FRN : 002263N FRN : 001537C FRN : 108846W FRN : 104607W/W100166

(Anuj Gupta) (Nikita Goyal) (Sudhir Dabir) (Daraius Fraser)

Partner Partner Partner Partner

M No. : 076560 M No.: 142555 M No.: 039984 M No.: 042454

Place: Mumbai

Date : 18^th May 2017

Mar 31, 2014

1. We have audited the accompanying financial statements of Bank of Baroda as on 31st March, 2014, which comprise the Balance Sheet as on 31st March, 2014, and 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. Incorporated in these financial statements are the returns of 20 branches and one Specialized Integrated Treasury Branch audited by us, 2080 branches audited by branch auditors and 53 foreign branches audited by local auditors. The branches audited by us and those audited by other auditors have been selected by the Bank in accordance with the guidelines issued to the Bank by the Reserve Bank of India. Also incorporated in the Balance Sheet and the Profit and Loss Account are the returns from 2773 branches which have not been subjected to audit. These unaudited branches account for 5.72 per cent of advances, 12.00 per cent of deposits, 5.07 per cent of interest income and 12.23 per cent of interest expenses.

Management''s Responsibility for the Financial Statements

2. Management is responsible for the preparation of these financial statements in accordance with the Banking Regulation Act 1949, Reserve Bank of India guidelines from time to time and accounting standards generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation of the financial statements that 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. We conducted our audit in accordance with the 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 from material misstatements.

4. An audit involves performing procedures to obtain audit 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 entity''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by 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.

6. Emphasis of Matter

Without qualifying our opinion, we draw our attention to:

a) Note No. B-2.3.3 of Schedule-18 to the financial statements, which describes deferment of pension liability of the Bank to the extent of Rs. 365.98 Crores as on 31st March, 2014 pursuant to the exemption granted by the Reserve Bank of India (RBI) to the public sector banks from application of the provisions of Accounting Standard 15 (Revised), Employee Benefits issued by Institute of Chartered Accountants of India, vide its circular no. DBOD. BP.BC/80/21.04.018/ 2010-11 dated February 9,2011, on Re-opening of Pension Option to Employees of Public Sector Banks.

b) Note No. C-5.4 of Schedule-18 to the financial statements, which describes the accounting treatment of the amount of Deferred Tax Liability provided for on the claim of Special Reserve under section 36(1)(viii) of the Income Tax Act, 1961 up to 31st March 2013, pursuant to RBI''s Circular No. DBOD. No. BP.BC.77/21.04.018/2013-14 dated 20th December 2013.

7. Opinion

In our opinion, as shown by books of bank and to the best of our information and according to the explanations given to us:

i. The Balance sheet, read with the notes thereon is a full and fair Balance Sheet containing all the necessary particulars, is properly drawn up so as to exhibit a true and fair view of state of affairs of the Bank as on 31st March, 2014 in conformity with accounting principles generally accepted in India;

ii. The Profit and Loss Account, read with the notes thereon shows a true balance of profit, in conformity with accounting principles generally accepted in India, for the year covered by the account; and

iii. The Cash Flow Statement gives a true and fair view of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

8. The Balance Sheet and the Statement of Profit and Loss Account have been drawn up in Forms "A" and "B" respectively of the Third Schedule to the Banking Regulation Act, 1949.

9. Subject to the limitations of the audit indicated in paragraph 1 to 5 above and as required by the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 /1980 and subject also to the limitations of disclosure required therein, 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. The transactions of the Bank, which have come to our notice have been within the powers of the Bank;

c. The returns received from the offices and branches of the Bank have been found adequate for the purposes of our audit;

10. In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement comply with the applicable accounting standards.

For S K Mittal & Co. For Laxminiwas Neeth & Co. For Ray & Ray

Chartered Accountants Chartered Accountants Chartered Accountants

FRN:001135N FRN:002460S FRN:301072E

(S K Mittal) (Dayaniwas Sharma) (Amitava Chowdhury)

Partner Partner Partner

M. No.008506 M . No.216244 M. No. 056060

For N B S & Co. For KASG & Co. For Khandelwal Jain & Co

Chartered Accountants Chartered Accountants Chartered Accountants

FRN:110100W FRN: 002228C FRN : 105049W

(Pradeep J Shetty) (Bharat Goel) (I C Jain )

Partner Partner Partner

M. No.046940 M. No.060069 M. No.008791

Place: Mumbai

Date: 13th May, 2014

Mar 31, 2013

1. We have audited the accompanying financial statements of Bank of Baroda as on 31st March, 2013, which comprise the Balance Sheet as on 31st March, 2013, and 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. Incorporated in these financial statements are the returns of 20 branches audited by us, 1848 branches audited by branch auditors and 49 foreign branches audited by local auditors. The branches audited by us and those audited by other auditors have been selected by the Bank in accordance with the guidelines issued to the Bank by the Reserve Bank of India. Also incorporated in the Balance Sheet and the Profit and Loss Account are the returns from 2408 branches (including 1 Offshore business unit) which have not been subjected to audit. These unaudited branches account for 6.86 per cent of advances, 12.43 per cent of deposits, 6.17 per cent of interest income and 13.24 per cent of interest expenses.

Management''s Responsibility for the Financial Statements

2. Management is responsible for the preparation of these financial statements in accordance with the Banking Regulation Act 1949, Reserve Bank of India guidelines from time to time and accounting standards generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation of the financial statements that 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. We conducted our audit in accordance with the 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 from material misstatements.

4 An audit involves performing procedures to obtain audit 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 entity''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 the accounting estimates made by 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.

6 Matter of Emphasis

Without qualifying our opinion, we draw our attention to

1) Note No. B.1.3.3, which describes deferment of pension liability of the Bank to the extent of Rs. 731.96 Crores as on 31st March, 2013 pursuant to the exemption granted by the Reserve Bank of India (RBI) to the public sector banks from application of the provisions of Accounting Standard 15 (Revised), Employee Benefits issued by Institute of Chartered Accountant of India, vide its circular no. DBOD. BP.BC/80/21.04.018/ 2010-11 dated February 9, 2011, on Re-opening of Pension Option to Employees of Public Sector Banks.

2) Note No C-8 of the Financial Statement, which describes that the unrecognized deficit aggregating Rs. 62.20 crores as on 31st March, 2013, arising out of the take over of specified assets and liabilities from the Memon Cooperative Bank Limited to be charged off proportionately till the financial year 2013-14 as per approval received from Reserve Bank of India vide letter No. DBOD. No. BP. 1311 / 21.04.048 /2010-11 dated July 25, 2011.

7 Opinion

In our opinion, as shown by books of bank and to the best of our information and according to the explanations given to us:

i. The Balance sheet, read with the notes thereon is a full and fair Balance Sheet containing all the necessary particulars, is properly drawn up so as to exhibit a true and fair view of state of affairs of the Bank as on 31st March, 2013 in conformity with accounting principles generally accepted in India;

ii. The Profit and Loss Account, read with the notes thereon shows a true balance of profit, in conformity with accounting principles generally accepted in India, for the year covered by the account; and

iii. The Cash Flow Statement gives a true and fair view of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

8. The Balance Sheet and the Statement of Profit and Loss Account have been drawn up in Forms "A" and "B" respectively of the Third Schedule to the Banking Regulation Act, 1949.

9 Subject to the limitations of the audit indicated in paragraph 1 to

5 above and as required by the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 / 1980 and subject also to the limitations of disclosure required therein, 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. The transactions of the Bank, which have come to our notice have been within the powers of the Bank;

c. The returns received from the offices and branches of the Bank have been found adequate for the purposes of our audit;

10 In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement comply with the applicable accounting standards.

For Laxminiwas Neeth & Co. For Brahmayya & Co. For Ray & Ray

Chartered Accountants Chartered Accountants Chartered Accountants FRN: 002460S FRN:000511S FRN:301072E

(Garre Subba Rao) (Jitendra Kumar) (Amitava Chowdhury)

Partner Partner Partner

M No.019579 M No.201825 M. No. 056060

For S. K. Mittal & Co. For N. B. S. & Co. For KASG & Co.

Chartered Accountants Chartered Accountants Chartered Accountants FRN: 001135N FRN: 110100W FRN: 002228C

(S.K. Mittal) (Pradeep J. Shetty) (R. K. Agarwal)

Partner Partner Partner

M. No. 008506 M No.046940 M No.073063

Place: Mumbai

Date: 13th May, 2013

Mar 31, 2012

1. We have audited the accompanying financial statements of Bank of Baroda as at March 31, 2012, which comprise the Balance Sheet as at March 31, 2012, and 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. Incorporated in these financial statements are the returns of 20 branches audited by us, 45 foreign branches audited by local auditors and 2,746 branches audited by branch auditors. The branches audited by us and those audited by other auditors have been selected by the Bank in accordance with the guidelines issued to the Bank by the Reserve Bank of India. Also incorporated in the Balance Sheet and the Profit and Loss Account are the returns from 1,138 branches which have not been subjected to audit. These unaudited branches account for 1.36 per cent of advances, 3.96 per cent of deposits, 1.14 per cent of interest income and 3.60 per cent of interest expenses.

Management's Responsibility for the Financial Statements

2. Management is responsible for the preparation of these financial statements in accordance with accounting standards generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation of the financial statements that 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. We conducted our audit in accordance with the 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 from material misstatements.

4 An audit involves performing procedures to obtain audit 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 the accounting estimates made by 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 Without qualifying our report, we draw attention to:

i Note No B-1.3.3 of financial statements, which describes deferment of pension liability of the Bank to the extent of Rs1,097.94 crores as on March 31, 2012 pursuant to the exemption granted by the Reserve Bank of India ('RBI') to the public sector banks from application of the provisions of Accounting Standard 15 (revised), Employee Benefits issued by the Institute of Chartered Accountants of India, vide its circular no. DBOD.BP.BC/80/21.04.018/2010-11 dated February 9, 2011, on Re-opening of Pension Option to Employees of Public Sector Banks; and

ii Note No C-8 of financial statement, which describes that the unrecognized deficit aggregating Rs99.50 crores as on March 31, 2012, arising out of the take-over of specified assets and liabilities from the Memon Co-operative Bank Limited to be charged off proportionately till financial year 2013-14 as per approval received from RBI vide Letter No. DBOD. No.BP.1311/21.04.048/2010-11 dated July 25, 2011.

7 In our opinion, as shown by books of bank, and to the best of our information and according to the explanations given to us:

i The Balance Sheet, read with the notes thereon is a full and fair Balance Sheet containing all the necessary particulars, is properly drawn up so as to exhibit a true and fair view of state of affairs of the Bank as at March 31, 2012 in conformity with accounting principles generally accepted in India;

ii The Profit and Loss Account, read with the notes thereon shows a true balance of profit, in conformity with accounting principles generally accepted in India, for the year covered by the account; and

iii The Cash Flow Statement gives a true and fair view of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

8 The Balance Sheet and the Profit and Loss Account have been drawn up in Forms "A" and "B" respectively of the Third Schedule to the Banking Regulation Act, 1949.

9 Subject to the limitations of the audit indicated in paragraph 1 to

5 above and as required by the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970/ 1980, and subject also to the limitations of disclosure required therein, we report that;

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; and

iii The returns received from the offices and branches of the Bank have been found adequate for the purposes of our audit.

10 In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement comply with the applicable accounting standards.

For Khimji Kunverji & Co For Brahmayya & Co. For Ray & Ray

Chartered Accountants Chartered Accountants Chartered Accountants

FRN: 105146W FRN: 000511S FRN: 301072E

(Gautam V. Shah) (Jitendra Kumar) (A. N. Yennemadi)

Partner Partner Partner

M No.117348 M No.201825 M. No. 031004

For S. K. Mittal & Co. For N. B. S. & Co. For Laxminiwas Neeth & Co. Chartered Accountants Chartered Accountants Chartered Accountants

FRN: 001135N FRN: 110100W FRN: 002460S

(Gaurav Mittal) (N. B. Shetty) (Laxminiwas Sharma)

Partner Partner Partner

M. No. 099387 M No.016718 M No.014244

Place: Mumbai

Date: 15th May, 2012

Mar 31, 2011

1. We have audited the accompanying financial statements of Bank of Baroda as at March 31, 2011, which comprise the Balance Sheet as at March 31, 2011, and 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. Incorporated in these financial statements are the returns of 20 branches audited by us, 45 foreign branches audited by local auditors and 2843 branches audited by branch auditors. The branches audited by us and those audited by other auditors have been selected by the Bank in accordance with the guidelines issued to the Bank by the Reserve Bank of India. Also incorporated in the Balance Sheet and the statement of Profit and Loss are the returns from 501 branches which have not been subjected to audit. These unaudited branches account for 0.39 per cent of advances, 2.46 per cent of deposits, 0.39 per cent of interest income and 1.23 per cent of interest expenses.

ManagementÃs Responsibility for the Financial Statements

2. Management is responsible for the preparation of these financial statements in accordance with auditing standards generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation of the financial statements that are free from material misstatement, whether due to fraud or error.

AuditorÃs Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the 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 from material misstatements.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditorÃs 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 CompanyÃs 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 the accounting estimates made by 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. Without qualifying our opinion, we draw attention to Note No. B 1.3.2 of Schedule 18, which describes deferment of pension liability of the Bank to the extent of Rs.1463.92 crores pursuant to the exemption granted by the Reserve Bank of India to the public sector banks from application of the provisions of AS 15, Employee Benefits vide its circular no. DBOD. BP.BC/80/21.04.018/ 2010- 11 dated February 9, 2011, on Re-opening of Pension Option to Employees of Public Sector Banks.

7. In our opinion, as shown by books of bank, and to the best of our information and according to the explanations given to us:

i The Balance sheet, read with the notes thereon is a full and fair Balance Sheet containing all the necessary particulars, is properly drawn up so as to exhibit a true and fair view of state of affairs of the Bank as at March 31, 2011 in conformity with accounting principles generally accepted in India;

ii The Profit and Loss Account, read with the notes thereon shows a true balance of profit, in conformity with accounting principles generally accepted in India, for the year covered by the account; and

iii The Cash Flow Statement gives a true and fair view of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

8. The Balance Sheet and the Profit and Loss Account have been drawn up in Forms ÃAÃ and ÃBÃ respectively of the Third Schedule to the Banking Regulation Act, 1949.

9. Subject to the limitations of the audit indicated in paragraph 1 to 5 above and as required by the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970/ 1980, and subject also to the limitations of disclosure required therein, 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. The transactions of the Bank, which have come to our notice have been within the powers of the Bank;

c. The returns received from the offices and branches of the Bank have been found adequate for the purposes of our audit;

10. In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement comply with the applicable accounting standards.

For Ashwani & Associates For S. K. Kapoor & Co. For N. C. Banerjee & Co. Chartered Accountants Chartered Accountants Chartered Accountants FRN: 000497H FRN: 000745C FRN: 302081E (Aditya Kumar) (Sanjiv Kapoor) (P. K. Sarkar) Partner Partner Partner M. No. 506955 M. No. 70487 M. No. 660543

For Haribhakti & Co. For Khimji Kunverji For Brahmayya & Co. & Co. Chartered Accountants Chartered Accountants Chartered Accountants FRN: 103523W FRN: 105146W FRN: 000511S (Rakesh Rathi) (Gautam Shah) (K. Jitendra Kumar) Partner Partner Partner M. No. 045228 M No.117348 M No.201825

Place: Mumbai Date : 28.04.2011

Mar 31, 2010

We have audited the attached Balance Sheet of Bank of Baroda as at 31st March 2010 and also the Profit and Loss Account and the Cash Flow Statement annexed thereto for the year ended on that date in which are incorporated the returns of 20 branches audited by us, 2670 branches audited by other auditors and 45 foreign branches audited by local auditors. The branches audited by us and those audited by other auditors have been selected by the Bank in accordance with the guidelines issued by the Reserve Bank of India. Also incorporated in the Balance Sheet and the Profit and Loss Account are the returns from 410 branches which have not been subjected to audit. These unaudited branches account for 4.19 percent of advances, 2.17 percent of deposits, 0.71 percent of interest income and 1.60 percent of interest expenses. These financial statements are the responsibility of the BankÃs Management. Our responsibility is to express an opinion on these Financial Statements based on our audit.

We conducted our audit in accordance with the 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(s). An audit includes examining, on a test basis, evidence supporting to 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.

Subject to the limitations of the audit indicated herein above and as required by the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970, and subject also to the limitations of disclosure required therein, we report that:

1. The Balance Sheet and the Profit and Loss Account have been drawn up in Forms ÃAÃ and ÃBÃ respectively of the Third Schedule to the Banking Regulation Act, 1949.

2. Reference is invited to Note C1 in Schedule 18 regarding adjustments arising from reconciliations/ clearance of outstanding items stated therein; the consequential effect of which is not ascertainable.

3. Earnings per share (Note B5) and Capital to Risk Assets Ratio (Note A1) in schedule 18 are subject to our observations in para Ã2Ã above.

4. Subject to our observations in Para 2 & 3 above and read with the Significant Accounting Policies and Notes On Accounts, we further 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) The transactions of the Bank, which have come to our notice have been within the powers of the Bank.

c) The returns received from the offices and branches of the Bank have generally been found adequate for the purpose of our audit and the management has provided us information and explanations, on which we have placed reliance, where the particulars, in the returns received, were incomplete/ inadequate.

d) In our opinion, as shown by books of bank, and to the best of our information and according to the explanations given to us:

i. The Balance Sheet, read with the notes thereon is a full and fair Balance Sheet containing all the necessary particulars, is properly drawn up so as to exhibit a true and fair view of state of affairs of the Bank as at 31st March 2010 in conformity with accounting principles generally accepted in India;

ii. The Profit and Loss Account, read with the notes thereon shows a true balance of profit, in conformity with accounting principles generally accepted in India, for the year covered by the account; and

iii. The Cash Flow Statement gives a true and fair view of the cash flows for the year ended on that date.

For A. Sachdev & Co. For Gupta Nayar & Co. For Ashwani & Associates

Chartered Accountants Chartered Accountants Chartered Accountants

(K. G. Bansal) (Nandlal Agarwal) (Sanjeeva Narayan)

Partner Partner Partner

M. No.94274 M. No.091272 M. No. 084205

For S. K. Kapoor & Co.

Chartered Accountants For N. C. Banerjee & Co. For Haribhakti & Co. (V B Singh) Chartered Accountants Chartered Accountants

Partner (M. C. Kodali) (Rakesh Rathi)

M. No. 073124 Partner Partner

M. No. 056514 M. No. 045228

Place: Mumbai Date : 28.04.2010

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