Venkys (India) Ltd

To,

The Members of

Venky’s (India) Limited

1) We have audited the attached balance sheet of Venky’s (India) Limited,as at 31 March 2012 and also the statement of profit and loss and the cash flow statementfor the year ended on that date annexed thereto. These financial statements are theresponsibility of the Company’s management. Our responsibility is to express anopinion on these financial statements based on our audit.

2) We conducted our audit in accordance with the auditing standards generally acceptedin India. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of material misstatement. 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 significant estimates made by management, as well as evaluating the overallfinancial statement presentation. We believe that our audit provides a reasonable basisfor our opinion.

3) As required by the Companies (Auditor’s Report) Order, 2003 as amended byCompanies (Auditor’s Report) (Amendment) Order, 2004 (together ‘theOrder’), issued by the Central Government of India in terms of sub-section (4A) ofsection 227 of the Companies Act, 1956, we enclose in the Annexure a statement on thematters specified in paragraphs 4 and 5 of the said Order.

4) Further to our comments in the Annexure referred to above, we report that:

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, statement of profit and loss and cash flow statement dealt withby this report are in agreement with the books of account;

d) In our opinion, the balance sheet, statement of profit and loss and cash flowstatement dealt with by this report comply with the accounting standards referred to insub-section (3C) of section 211 of the Companies Act, 1956;

e) On the basis of written representations received from the directors, as at 31 March2012 and taken on record by the Board of Directors, we report that none of the directorsis disqualified as at 31 March 2012 from being appointed as 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 said accounts give the information required by the Companies Act, 1956,in the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India:

i) in the case of the balance sheet, of the state of affairs of the Company as at 31March, 2012;

ii) in the case of the statement of profit and loss, of the profit for the year endedon that date; and

iii) in the case of the cash flow statement, of the cash flows for the year ended onthat date.

For SUDIT K PAREKH & CO.

Chartered Accountants Firm Registration Number: 110512W

ANNEXURE TO THE AUDITORS’ REPORT

(Referred to in paragraph 3 of our report of even date)

Re: Venky’s (India) Limited

i In respect of its fixed assets:

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

b) The fixed assets have been physically verified during the year by the managementunder a regular programme of verification by rotation over a period of three years which,in our opinion, is reasonable having regard to the size of the Company and the nature ofits assets.

No material discrepancies were noticed on such verification.

c) In our opinion and according to the information and explanations given to us, asubstantial part of fixed assets has not been disposed of by the Company during the year.

ii In respect of its inventories:

a) As explained to us, inventories have been physically verified during the year by themanagement. In our opinion, the frequency of verification is reasonable.

b) In our opinion, the procedures of physical verification of inventories followed bythe management are reasonable and adequate in relation to the size of the Company and thenature of its business.

c) On the basis of our examination of the record of inventories, we are of the opinionthat the Company is maintaining proper records of inventory. The discrepancies noticed onverification between the physical stocks and the book records were not material and wereproperly dealt with in the books of account.

iii According to the information and explanations given to us, the Company has notgranted/taken any loans, secured or unsecured, to/from companies, firms or other partiescovered in the register maintained under section 301 of the Companies Act, 1956.

iv In our opinion and according to the information and explanations given to us, thereis an adequate internal control system commensurate with the size of the Company and thenature of its business with regard to purchases of inventory, fixed assets and with regardto the sale of goods and services. During the course of our audit, we have not observedany continuing failure to correct major weaknesses in internal control system of theCompany.

v In respect of transactions entered in the register maintained pursuant to section 301of the Companies Act, 1956:

a) To the best of our knowledge and belief and according to the information andexplanations given to us, transactions that needed to be entered into the registermaintained under section 301 have been so entered.

b) In our opinion and according to the information and explanations given to us, thetransactions made in pursuance of contracts or arrangements entered in the registersmaintained under section 301 and exceeding the value of five lakh rupees in respect ofeach party during the financial year have been made at prices which are reasonable havingregard to prevailing market prices at the relevant time except that no comparison waspossible in the case of purchase of items of highly specialised nature where we areinformed that there are no alternative sources of supply.

vi In our opinion and according to the information and explanations given to us, theCompany has not accepted any deposits from the public within the meaning of the provisionsof Sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance ofDeposits) Rules, 1975.

vii In our opinion, the Company has an internal audit system commensurate with the sizeand nature of its business.

viii We have broadly reviewed the cost accounting records maintained by the Company,pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the CentralGovernment under section 209(1)(d) of the Companies Act, 1956, however we have not made adetailed examination of the records with a view to determine its accuracy. Based on ourreview we are of the opinion that prima facie, the prescribed accounts and records havebeen made and maintained.

ix In respect of statutory dues:

a) According to the records of the Company, the Company is generally regular indepositing with appropriate authorities undisputed statutory dues including ProvidentFund, Investor Education and Protection Fund, Employees’ State Insurance, Income-tax,Sales-tax, Service-tax, Wealth Tax, Customs Duty, Excise Duty, cess and other statutorydues applicable to it.

b) According to the information and explanations given to us, the particulars of duesof income-tax, sales-tax, wealth-tax, service-tax, customs duty, excise duty and cess asat 31 March 2012 which have not been deposited on account of a dispute, are as follows:

x The Company does not have accumulated losses as at the end of the financial year andhas not incurred any cash losses during the current and the immediately precedingfinancial year.

xi In our opinion and according to the information and explanations given to us, theCompany has not defaulted in repayment of dues to banks.

The Company does not have any dues towards financial institution and debenture holders.

xii According to the information and explanations given to us, the Company has notgranted any loans and advances on the basis of security by way of pledge of shares,debentures and other securities.

xiii According to the information and explanations given to us, the provisions of chitfund statute, nidhi or mutual benefit fund or society are not applicable to the Company.

xiv According to the information and explanations given to us, the Company does notdeal or trade in shares, securities, debentures and other investments.

xv According to the information and explanations given to us, the Company has not givenany guarantee for loans taken by others from banks or financial institutions.

xvi According to the information and explanations given to us, the Company has appliedterm loans for the purpose for which the loans were obtained.

xvii According to the cash flow statement and other records examined by us and theinformation and explanations given to us, on an overall basis, funds raised on short termbasis have, prima facie, not been used during the year for long term investment.

xviii According to the information and explanations given to us, the Company has notmade any preferential allotment of shares to parties and companies covered in the registermaintained under section 301 of the Companies Act, 1956.

xix According to the information and explanations given to us, the Company has notissued any debentures during the year.

xx The Company has not raised any money by public issue during the year.

xxi To the best of our knowledge and belief and according to the information andexplanations given to us, no fraud on or by the Company was noticed or reported during theyear.

For SUDIT K PAREKH & CO.

Chartered Accountants Firm Registration Number: 110512W