ICRA Ltd

To

The Members of

M/s. ICRA Limited

1. We have audited the attached Balance Sheet of ICRA Limited as at March 31,2011 and also the Profit and Loss Account and Cash Flow Statement for the year ended onthat date, annexed thereto. These financial statements are the responsibility of theCompany's management. Our responsibility is to express an opinion on these financialstatements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally acceptedin India. Those standards required that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of material misstatements. Anaudit includes examining on a test basis, evidence supporting the amounts and disclosuresin the financial statements. An audit also includes assessing the accounting principlesused and the significant estimates made by the management, as well as evaluating theoverall financial statements' presentation. We believe that our audit provides areasonable basis for our opinion.

3. As required by the Companies, (Auditor's Report) Order, 2003 issued by the CentralGovernment in terms of section 227 (4A) of the Companies Act, 1956, we annex hereto astatement on the matters specified in paragraph 4 and 5 of the said Order.

4. Further to our comments in the annexure referred to in paragraph 3 above, we reportthat:

a) We have obtained all the information and explanations which to the best of ourknowledge and belief were necessary for the purposes of our audit;

b) In our opinion, proper books of account as required by law have been kept by theCompany so far as appears from our examination of those books;

c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with bythis report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statementdealt with by this report comply with the Accounting Standards referred to in sub-section(3C) of section 211 of the Companies Act, 1956;

e) On the basis of written representations received from the Directors, as on March 31,2011 and taken on record by the Board of Directors, we report that none of the Directorsis disqualified as on March 31, 2011 from being appointed a director in terms of clause(g) of sub-section (1) of section 274 of the Companies Act, 1956;

(f) In our opinion and to the best of our information and according to the explanationsgiven to us, the Accounts read with significant Accounting Policies and Notes to Accounts,give the information as required by the Companies Act, 1956, in the manner so required andgive a true and fair view in conformity with the accounting principles generally acceptedin India:

(i) In the case of the Balance Sheet, of the state of affairs of the Company as atMarch 31, 2011; and

(ii) In the case of the Profit and Loss Account, of the profit of the Company for theyear ended on that date.

(iii) In the case of the Cash Flow Statement, of the cash flow of the Company for theyear ended on that date.

Re: ICRA Limited

Annexure referred to in paragraph 3 of our report of even date:

As required by the Companies (Auditor's Report) Order, 2003 and according toinformation and explanations given to us during the course of the audit and on the basisof such checks we considered appropriate, we report that:

1. (a) The Company has maintained proper records showing full particulars includingquantitative details and the situation of fixed assets.

(b) These assets have been physically verified by the management periodically atreasonable intervals, which in our opinion is reasonable having regard to the size of thecompany and the nature of its business. No material discrepancies were noticed on suchverification.

(c) In our opinion, the Company has not disposed of a substantial part of its fixedassets during the year, and thus the going concern status of the Company is not affected.

2. Since the Company does not have any inventories, Clause (ii) of paragraph 4 of thesaid Order is not applicable.

3. The Company during the year has neither granted nor taken any loans, secured orunsecured, to and from companies, firms or other parties listed in the Register,maintained under section 301 of the Companies Act, 1956. As the company has notgranted/taken any loans, clauses (iii)(b), (iii)(c), (iii)(d), (iii)(f) and (iii)(g) ofparagraph 4 of the said Order are not applicable.

4. In our opinion and according to the information and explanations given to us, thereare adequate internal control procedures commensurate with the size of the Company andnature of its business with regard to fixed assets and for invoicing of the services.During the course of our audit, no major weakness has been noticed in the internalcontrols.

5. (a) In our opinion and according to the information and explanations given to us,the transactions made in pursuance of contracts or arrangements, that need to be enteredinto the register maintained under section 301 of the Companies Act, 1956, have beenrecorded in the register.

(b) In our opinion and according to the information and explanation given to us, thetransactions exceeding rupees five lakh in respect of any party during the year, have beenmade at prices that are reasonable having regard to the prevailing market prices at therelevant time.

6. The Company has not accepted any deposits during the year from the public within themeaning of the provisions of section 58A and 58 AA or any other relevant provisions of theCompanies Act, 1956. Hence, clause (vi) of the Order is not applicable.

7. In our opinion, the Company has adequate internal audit system commensurate with thesize and nature of its business.

8. The Central Government has not prescribed maintenance of any cost records undersection 209(1) (d) of the Companies Act, 1956. Hence, Clause no. (viii) of the said Orderis not applicable.

9. (a) In our opinion and according to the information and explanations given to us andon the basis of our examination of the records of the Company, the Company is regular indepositing undisputed statutory dues including Provident Fund, Investors Education andProtection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, ServiceTax, Custom Duty, Excise Duty, cess and other statutory dues with the appropriateauthorities.

(b) In our opinion and according to the information and explanations given to us andthe records of the Company verified by us, there are no undisputed amounts payable inrespect of such statutory dues that have remained outstanding, as at March 31, 2011, for aperiod exceeding six months from the date they became payable.

10. The Company does not have any accumulated losses at the end of the financial yearand has not incurred cash losses in the current financial year and in the immediatelypreceding financial year.

11. According to the information given to us and as per the books and records examinedby us, the Company has not taken any loans during the year. Therefore, there is no defaultin repayment of dues to any financial institution or bank or debenture holders.

12. The Company has not granted any loans or advances on the basis of security by wayof pledge of shares, debentures or other securities.

13. The provisions of any Special statute applicable to Chit Fund, Nidhi or MutualBenefit Fund/ Societies are not applicable to the Company.

14. According to the information and explanations given to us, the Company hasmaintained proper records of the transactions and contracts in respect of investing inshares and units of Mutual Funds, and timely entries have been made therein. All theinvestments have been held by the Company in its own name.

15. According to the information and explanations given to us, the Company has notgiven any guarantee for loans taken by others from banks and financial institutions.

16. The Company has not taken any term loans during the year under audit.

17. The Company has not raised any funds on short-term basis and clause (xvii) of thesaid Order is not applicable.

18. The Company has not made any preferential allotment of shares to parties andcompanies covered in the register maintained under section 301 of the Companies Act, 1956during the year.

19. Since no debentures have been issued by the Company, the requirements of para 4(xix) are not applicable to the Company.

20. The Company has not raised any money by way of public issue during the year.

21. On the basis of our examination and according to the information and explanationsgiven to us, no fraud, in or by the Company, has been noticed or reported during the year.