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Auditor Report of Bharti Infratel Ltd.

Mar 31, 2016

We have audited the accompanying standalone financial statements of Bharti Infratel Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") 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 flows of the Company in accordance with accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company 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 the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act. 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 misstatement.

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 financial control relevant to the Company''s preparation of the financial statements that give a true and fair view 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 the Company''s Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at March 31, 2016, its profit, and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s report) Order, 2016 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure 1 a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

(b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books ;

(c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of accounts ;

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) On the basis of written representations received from the directors as on March 31, 2016, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016, from being appointed as a director in terms of section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure 2" to this report;

(g) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 37 to the financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

Annexure 1 referred to in paragraph 1 of Report on Other Legal and Regulatory Requirements of our report of even date

Re: Bharti Infratel Limited ("the Company")

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a physical verification program of covering all fixed assets once in three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, during the year, planned physical verification of certain fixed assets and capital work in progress has been conducted by the management and material discrepancies were identified on such verification. These have been properly dealt with in the books of accounts.

(c) According to the information and explanations given by the management, the title deeds of immovable properties included in fixed assets are held in the name of the Company.

(ii) The Company''s business does not involve inventories and, accordingly, the requirements under paragraph 3(H) of the Order are not applicable to the Company.

(iii) (a) Accordingtotheinformationandexplanationsgivento us, the Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, the provisions of clause 3(iii) (a), (b) and (c) of the Order are not applicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanations given to us, there are no loans, investments, guarantees, and securities granted in respect of which provisions of section 185 and 186 of the Companies Act 2013 are applicable and hence not commented upon.

(v) The Company has not accepted any deposits from the public.

(vi) To the best of our knowledge and as explained, the Central Government has not specified the maintenance of cost records under clause 148(1) of the Companies Act, 2013, for the services of the Company.

(vii) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, income-tax, sales- tax, service tax, customs duty, excise duty, value added tax, cess and other material statutory dues applicable to it. The provisions relating to employees'' state insurance are not applicable to the Company.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income-tax, service tax, sales-tax, customs duty, excise duty, value added tax, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, service tax, custom duty, excise duty, value added tax and cess on account of any dispute, are as follows:

Name of the statute Nature of Amount Period to which amount dues (Rs. In Mn) relates

Income Tax Act, 1961 Income Tax 1,256 FY 2010-11-FY 2011-12

Income Tax Act, 1961 Income Tax 6 FY 2008-09

Bihar, North Eastern States, Himachal Entry Tax 1,180 FY 2007-08 - FY 2015-16 Pradesh, Madhya Pradesh, Jammu & Kashmir Entry Tax Act

Assam, Madhya Pradesh, Orissa, Entry Tax 576 FY 2007-08 - FY 2015-16 Chhattisgarh, Rajasthan Entry Tax

Assam, Uttar Pradesh, Rajasthan Entry Entry Tax 8 FY 2007-08 - FY 2015-16 Tax Act

Madhya Pradesh, Chhattisgarh Entry Tax Entry Tax 5 FY 2009-10 - FY 2012-13 Act

Bihar Entry Tax Act Entry Tax 4 FY 2007-08 - FY 2010-11

Orissa Entry Tax Act Entry Tax 77 FY 2007-08 - FY 2008-09

The Madhya Pradesh VAT Act, 2002 Sales Tax 457 FY 2008-09

Uttar Pradesh Value Added Tax Act, 2007 Sales Tax 1 FY 2009-10-FY 2014-15

Finance Act, 1994 Service Tax 15,809 FY 2007-08 - FY 2013-14

Name of the Statute Forum where the dispute is pending

Income Tax Act, 1961 CIT(Appeals)

Income Tax Act, 1961 Assessing Officer (TDS)

Bihar, North Eastern States, Himachal Pradesh, Madhya Pradesh, Jammu & Kashmir Entry Tax Act Hon''ble High Court

Assam, Madhya Pradesh, Orissa, Chhattisgarh, Rajasthan Entry Tax Act Hon''ble Supreme Court

Asam, Uttar Pradesh, Rajasthan Entry Tax Act Deputy Commissioner, Appeal

Madhya Pradesh, Chhattisgarh Entry Tax Act Assistant Deputy Commissioner, Appeal

Bihar Entry Tax Act Joint Commissioner, Appeal

Orissa Entry Tax Act Tribunal

The Madhya Pradesh VAT Act, 2002 MP (Indore) High Court

Uttar Pradesh Value Added Tax Act, 2007 UP Commerical Tax Appellate Authority

Finance Act, 1994 High Court, Delhi (Appeal to be filed)

Of the above mentioned cases, total amount deposited against income tax, entry tax and service tax is Rs. 589 Mn, Rs. 1,327 Mn and Rs. 342 Mn, respectively.

(viii) In our opinion and according to the information and explanations given by the management, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders or government.

(ix) In our opinion and according to information and explanations given by the management, monies raised by the Company by way of initial public offer (IPO) in earlier year were applied during the year for the purpose for which the monies were raised, though idle/surplus funds which were not required for immediate utilization have been gainfully invested in liquid investments payable on demand. The maximum amount of idle/ surplus funds invested during the year was Rs. 16,810 Mn and Rs. 8,912 Mn was outstanding at the end of the year. Variation to the objects and schedule of deployment of this IPO as disclosed in the prospectus dated December 19, 2012 issued by the Company was approved by the shareholders of the Company through postal ballot on March 21, 2016.

(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that no material fraud on or by the officers and employees of the Company has been noticed or reported during the year.

(xi) According to the information and explanations given by the management, the managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xi) of the order are not applicable to the Company and hence not commented upon.

(xiii) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and on an overall examination of the balance sheet, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence, reporting requirements under clause 3(xiv) are not applicable to the Company and, not commented upon.

(xv) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that the Company has complied with requirements of section 192 for the non-cash transactions with directors in respect of ESOP transactions.

(xvi) According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.

For S. R. Batliboi & Associates LLP

Chartered Accountants

Firm Registration Number: 101049W

per Vineet Kedia

Partner

Membership No: 212230

Place: Gurgaon

Date: April 26, 2016


Mar 31, 2016

We have audited the accompanying standalone financial statements of Bharti Infratel Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") 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 flows of the Company in accordance with accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company 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 the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act. 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 misstatement.

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 financial control relevant to the Company''s preparation of the financial statements that give a true and fair view 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 the Company''s Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at March 31, 2016, its profit, and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s report) Order, 2016 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure 1 a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

(b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books ;

(c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of accounts ;

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) On the basis of written representations received from the directors as on March 31, 2016, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016, from being appointed as a director in terms of section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure 2" to this report;

(g) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 37 to the financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

Annexure 1 referred to in paragraph 1 of Report on Other Legal and Regulatory Requirements of our report of even date

Re: Bharti Infratel Limited ("the Company")

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a physical verification program of covering all fixed assets once in three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, during the year, planned physical verification of certain fixed assets and capital work in progress has been conducted by the management and material discrepancies were identified on such verification. These have been properly dealt with in the books of accounts.

(c) According to the information and explanations given by the management, the title deeds of immovable properties included in fixed assets are held in the name of the Company.

(ii) The Company''s business does not involve inventories and, accordingly, the requirements under paragraph 3(H) of the Order are not applicable to the Company.

(iii) (a) Accordingtotheinformationandexplanationsgivento us, the Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, the provisions of clause 3(iii) (a), (b) and (c) of the Order are not applicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanations given to us, there are no loans, investments, guarantees, and securities granted in respect of which provisions of section 185 and 186 of the Companies Act 2013 are applicable and hence not commented upon.

(v) The Company has not accepted any deposits from the public.

(vi) To the best of our knowledge and as explained, the Central Government has not specified the maintenance of cost records under clause 148(1) of the Companies Act, 2013, for the services of the Company.

(vii) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, income-tax, sales- tax, service tax, customs duty, excise duty, value added tax, cess and other material statutory dues applicable to it. The provisions relating to employees'' state insurance are not applicable to the Company.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income-tax, service tax, sales-tax, customs duty, excise duty, value added tax, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, service tax, custom duty, excise duty, value added tax and cess on account of any dispute, are as follows:

Name of the statute Nature of Amount Period to which amount dues (Rs. In Mn) relates

Income Tax Act, 1961 Income Tax 1,256 FY 2010-11-FY 2011-12

Income Tax Act, 1961 Income Tax 6 FY 2008-09

Bihar, North Eastern States, Himachal Entry Tax 1,180 FY 2007-08 - FY 2015-16 Pradesh, Madhya Pradesh, Jammu & Kashmir Entry Tax Act

Assam, Madhya Pradesh, Orissa, Entry Tax 576 FY 2007-08 - FY 2015-16 Chhattisgarh, Rajasthan Entry Tax

Assam, Uttar Pradesh, Rajasthan Entry Entry Tax 8 FY 2007-08 - FY 2015-16 Tax Act

Madhya Pradesh, Chhattisgarh Entry Tax Entry Tax 5 FY 2009-10 - FY 2012-13 Act

Bihar Entry Tax Act Entry Tax 4 FY 2007-08 - FY 2010-11

Orissa Entry Tax Act Entry Tax 77 FY 2007-08 - FY 2008-09

The Madhya Pradesh VAT Act, 2002 Sales Tax 457 FY 2008-09

Uttar Pradesh Value Added Tax Act, 2007 Sales Tax 1 FY 2009-10-FY 2014-15

Finance Act, 1994 Service Tax 15,809 FY 2007-08 - FY 2013-14

Name of the Statute Forum where the dispute is pending

Income Tax Act, 1961 CIT(Appeals)

Income Tax Act, 1961 Assessing Officer (TDS)

Bihar, North Eastern States, Himachal Pradesh, Madhya Pradesh, Jammu & Kashmir Entry Tax Act Hon''ble High Court

Assam, Madhya Pradesh, Orissa, Chhattisgarh, Rajasthan Entry Tax Act Hon''ble Supreme Court

Asam, Uttar Pradesh, Rajasthan Entry Tax Act Deputy Commissioner, Appeal

Madhya Pradesh, Chhattisgarh Entry Tax Act Assistant Deputy Commissioner, Appeal

Bihar Entry Tax Act Joint Commissioner, Appeal

Orissa Entry Tax Act Tribunal

The Madhya Pradesh VAT Act, 2002 MP (Indore) High Court

Uttar Pradesh Value Added Tax Act, 2007 UP Commerical Tax Appellate Authority

Finance Act, 1994 High Court, Delhi (Appeal to be filed)

Of the above mentioned cases, total amount deposited against income tax, entry tax and service tax is Rs. 589 Mn, Rs. 1,327 Mn and Rs. 342 Mn, respectively.

(viii) In our opinion and according to the information and explanations given by the management, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders or government.

(ix) In our opinion and according to information and explanations given by the management, monies raised by the Company by way of initial public offer (IPO) in earlier year were applied during the year for the purpose for which the monies were raised, though idle/surplus funds which were not required for immediate utilization have been gainfully invested in liquid investments payable on demand. The maximum amount of idle/ surplus funds invested during the year was Rs. 16,810 Mn and Rs. 8,912 Mn was outstanding at the end of the year. Variation to the objects and schedule of deployment of this IPO as disclosed in the prospectus dated December 19, 2012 issued by the Company was approved by the shareholders of the Company through postal ballot on March 21, 2016.

(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that no material fraud on or by the officers and employees of the Company has been noticed or reported during the year.

(xi) According to the information and explanations given by the management, the managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xi) of the order are not applicable to the Company and hence not commented upon.

(xiii) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and on an overall examination of the balance sheet, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence, reporting requirements under clause 3(xiv) are not applicable to the Company and, not commented upon.

(xv) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that the Company has complied with requirements of section 192 for the non-cash transactions with directors in respect of ESOP transactions.

(xvi) According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.

For S. R. Batliboi & Associates LLP

Chartered Accountants

Firm Registration Number: 101049W

per Vineet Kedia

Partner

Membership No: 212230

Place: Gurgaon

Date: April 26, 2016


Mar 31, 2016

We have audited the accompanying standalone financial statements of Bharti Infratel Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") 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 flows of the Company in accordance with accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company 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 the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act. 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 misstatement.

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 financial control relevant to the Company''s preparation of the financial statements that give a true and fair view 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 the Company''s Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at March 31, 2016, its profit, and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s report) Order, 2016 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure 1 a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

(b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books ;

(c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of accounts ;

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) On the basis of written representations received from the directors as on March 31, 2016, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016, from being appointed as a director in terms of section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure 2" to this report;

(g) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 37 to the financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

Annexure 1 referred to in paragraph 1 of Report on Other Legal and Regulatory Requirements of our report of even date

Re: Bharti Infratel Limited ("the Company")

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a physical verification program of covering all fixed assets once in three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, during the year, planned physical verification of certain fixed assets and capital work in progress has been conducted by the management and material discrepancies were identified on such verification. These have been properly dealt with in the books of accounts.

(c) According to the information and explanations given by the management, the title deeds of immovable properties included in fixed assets are held in the name of the Company.

(ii) The Company''s business does not involve inventories and, accordingly, the requirements under paragraph 3(H) of the Order are not applicable to the Company.

(iii) (a) Accordingtotheinformationandexplanationsgivento us, the Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, the provisions of clause 3(iii) (a), (b) and (c) of the Order are not applicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanations given to us, there are no loans, investments, guarantees, and securities granted in respect of which provisions of section 185 and 186 of the Companies Act 2013 are applicable and hence not commented upon.

(v) The Company has not accepted any deposits from the public.

(vi) To the best of our knowledge and as explained, the Central Government has not specified the maintenance of cost records under clause 148(1) of the Companies Act, 2013, for the services of the Company.

(vii) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, income-tax, sales- tax, service tax, customs duty, excise duty, value added tax, cess and other material statutory dues applicable to it. The provisions relating to employees'' state insurance are not applicable to the Company.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income-tax, service tax, sales-tax, customs duty, excise duty, value added tax, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, service tax, custom duty, excise duty, value added tax and cess on account of any dispute, are as follows:

Name of the statute Nature of Amount Period to which amount dues (Rs. In Mn) relates

Income Tax Act, 1961 Income Tax 1,256 FY 2010-11-FY 2011-12

Income Tax Act, 1961 Income Tax 6 FY 2008-09

Bihar, North Eastern States, Himachal Entry Tax 1,180 FY 2007-08 - FY 2015-16 Pradesh, Madhya Pradesh, Jammu & Kashmir Entry Tax Act

Assam, Madhya Pradesh, Orissa, Entry Tax 576 FY 2007-08 - FY 2015-16 Chhattisgarh, Rajasthan Entry Tax

Assam, Uttar Pradesh, Rajasthan Entry Entry Tax 8 FY 2007-08 - FY 2015-16 Tax Act

Madhya Pradesh, Chhattisgarh Entry Tax Entry Tax 5 FY 2009-10 - FY 2012-13 Act

Bihar Entry Tax Act Entry Tax 4 FY 2007-08 - FY 2010-11

Orissa Entry Tax Act Entry Tax 77 FY 2007-08 - FY 2008-09

The Madhya Pradesh VAT Act, 2002 Sales Tax 457 FY 2008-09

Uttar Pradesh Value Added Tax Act, 2007 Sales Tax 1 FY 2009-10-FY 2014-15

Finance Act, 1994 Service Tax 15,809 FY 2007-08 - FY 2013-14

Name of the Statute Forum where the dispute is pending

Income Tax Act, 1961 CIT(Appeals)

Income Tax Act, 1961 Assessing Officer (TDS)

Bihar, North Eastern States, Himachal Pradesh, Madhya Pradesh, Jammu & Kashmir Entry Tax Act Hon''ble High Court

Assam, Madhya Pradesh, Orissa, Chhattisgarh, Rajasthan Entry Tax Act Hon''ble Supreme Court

Asam, Uttar Pradesh, Rajasthan Entry Tax Act Deputy Commissioner, Appeal

Madhya Pradesh, Chhattisgarh Entry Tax Act Assistant Deputy Commissioner, Appeal

Bihar Entry Tax Act Joint Commissioner, Appeal

Orissa Entry Tax Act Tribunal

The Madhya Pradesh VAT Act, 2002 MP (Indore) High Court

Uttar Pradesh Value Added Tax Act, 2007 UP Commerical Tax Appellate Authority

Finance Act, 1994 High Court, Delhi (Appeal to be filed)

Of the above mentioned cases, total amount deposited against income tax, entry tax and service tax is Rs. 589 Mn, Rs. 1,327 Mn and Rs. 342 Mn, respectively.

(viii) In our opinion and according to the information and explanations given by the management, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders or government.

(ix) In our opinion and according to information and explanations given by the management, monies raised by the Company by way of initial public offer (IPO) in earlier year were applied during the year for the purpose for which the monies were raised, though idle/surplus funds which were not required for immediate utilization have been gainfully invested in liquid investments payable on demand. The maximum amount of idle/ surplus funds invested during the year was Rs. 16,810 Mn and Rs. 8,912 Mn was outstanding at the end of the year. Variation to the objects and schedule of deployment of this IPO as disclosed in the prospectus dated December 19, 2012 issued by the Company was approved by the shareholders of the Company through postal ballot on March 21, 2016.

(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that no material fraud on or by the officers and employees of the Company has been noticed or reported during the year.

(xi) According to the information and explanations given by the management, the managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xi) of the order are not applicable to the Company and hence not commented upon.

(xiii) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and on an overall examination of the balance sheet, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence, reporting requirements under clause 3(xiv) are not applicable to the Company and, not commented upon.

(xv) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that the Company has complied with requirements of section 192 for the non-cash transactions with directors in respect of ESOP transactions.

(xvi) According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.

For S. R. Batliboi & Associates LLP

Chartered Accountants

Firm Registration Number: 101049W

per Vineet Kedia

Partner

Membership No: 212230

Place: Gurgaon

Date: April 26, 2016


Mar 31, 2016

We have audited the accompanying standalone financial statements of Bharti Infratel Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") 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 flows of the Company in accordance with accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company 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 the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act. 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 misstatement.

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 financial control relevant to the Company''s preparation of the financial statements that give a true and fair view 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 the Company''s Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at March 31, 2016, its profit, and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s report) Order, 2016 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure 1 a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

(b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books ;

(c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of accounts ;

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) On the basis of written representations received from the directors as on March 31, 2016, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016, from being appointed as a director in terms of section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure 2" to this report;

(g) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 37 to the financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

Annexure 1 referred to in paragraph 1 of Report on Other Legal and Regulatory Requirements of our report of even date

Re: Bharti Infratel Limited ("the Company")

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a physical verification program of covering all fixed assets once in three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, during the year, planned physical verification of certain fixed assets and capital work in progress has been conducted by the management and material discrepancies were identified on such verification. These have been properly dealt with in the books of accounts.

(c) According to the information and explanations given by the management, the title deeds of immovable properties included in fixed assets are held in the name of the Company.

(ii) The Company''s business does not involve inventories and, accordingly, the requirements under paragraph 3(H) of the Order are not applicable to the Company.

(iii) (a) Accordingtotheinformationandexplanationsgivento us, the Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, the provisions of clause 3(iii) (a), (b) and (c) of the Order are not applicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanations given to us, there are no loans, investments, guarantees, and securities granted in respect of which provisions of section 185 and 186 of the Companies Act 2013 are applicable and hence not commented upon.

(v) The Company has not accepted any deposits from the public.

(vi) To the best of our knowledge and as explained, the Central Government has not specified the maintenance of cost records under clause 148(1) of the Companies Act, 2013, for the services of the Company.

(vii) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, income-tax, sales- tax, service tax, customs duty, excise duty, value added tax, cess and other material statutory dues applicable to it. The provisions relating to employees'' state insurance are not applicable to the Company.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income-tax, service tax, sales-tax, customs duty, excise duty, value added tax, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, service tax, custom duty, excise duty, value added tax and cess on account of any dispute, are as follows:

Name of the statute Nature of Amount Period to which amount dues (Rs. In Mn) relates

Income Tax Act, 1961 Income Tax 1,256 FY 2010-11-FY 2011-12

Income Tax Act, 1961 Income Tax 6 FY 2008-09

Bihar, North Eastern States, Himachal Entry Tax 1,180 FY 2007-08 - FY 2015-16 Pradesh, Madhya Pradesh, Jammu & Kashmir Entry Tax Act

Assam, Madhya Pradesh, Orissa, Entry Tax 576 FY 2007-08 - FY 2015-16 Chhattisgarh, Rajasthan Entry Tax

Assam, Uttar Pradesh, Rajasthan Entry Entry Tax 8 FY 2007-08 - FY 2015-16 Tax Act

Madhya Pradesh, Chhattisgarh Entry Tax Entry Tax 5 FY 2009-10 - FY 2012-13 Act

Bihar Entry Tax Act Entry Tax 4 FY 2007-08 - FY 2010-11

Orissa Entry Tax Act Entry Tax 77 FY 2007-08 - FY 2008-09

The Madhya Pradesh VAT Act, 2002 Sales Tax 457 FY 2008-09

Uttar Pradesh Value Added Tax Act, 2007 Sales Tax 1 FY 2009-10-FY 2014-15

Finance Act, 1994 Service Tax 15,809 FY 2007-08 - FY 2013-14

Name of the Statute Forum where the dispute is pending

Income Tax Act, 1961 CIT(Appeals)

Income Tax Act, 1961 Assessing Officer (TDS)

Bihar, North Eastern States, Himachal Pradesh, Madhya Pradesh, Jammu & Kashmir Entry Tax Act Hon''ble High Court

Assam, Madhya Pradesh, Orissa, Chhattisgarh, Rajasthan Entry Tax Act Hon''ble Supreme Court

Asam, Uttar Pradesh, Rajasthan Entry Tax Act Deputy Commissioner, Appeal

Madhya Pradesh, Chhattisgarh Entry Tax Act Assistant Deputy Commissioner, Appeal

Bihar Entry Tax Act Joint Commissioner, Appeal

Orissa Entry Tax Act Tribunal

The Madhya Pradesh VAT Act, 2002 MP (Indore) High Court

Uttar Pradesh Value Added Tax Act, 2007 UP Commerical Tax Appellate Authority

Finance Act, 1994 High Court, Delhi (Appeal to be filed)

Of the above mentioned cases, total amount deposited against income tax, entry tax and service tax is Rs. 589 Mn, Rs. 1,327 Mn and Rs. 342 Mn, respectively.

(viii) In our opinion and according to the information and explanations given by the management, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders or government.

(ix) In our opinion and according to information and explanations given by the management, monies raised by the Company by way of initial public offer (IPO) in earlier year were applied during the year for the purpose for which the monies were raised, though idle/surplus funds which were not required for immediate utilization have been gainfully invested in liquid investments payable on demand. The maximum amount of idle/ surplus funds invested during the year was Rs. 16,810 Mn and Rs. 8,912 Mn was outstanding at the end of the year. Variation to the objects and schedule of deployment of this IPO as disclosed in the prospectus dated December 19, 2012 issued by the Company was approved by the shareholders of the Company through postal ballot on March 21, 2016.

(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that no material fraud on or by the officers and employees of the Company has been noticed or reported during the year.

(xi) According to the information and explanations given by the management, the managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xi) of the order are not applicable to the Company and hence not commented upon.

(xiii) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and on an overall examination of the balance sheet, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence, reporting requirements under clause 3(xiv) are not applicable to the Company and, not commented upon.

(xv) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that the Company has complied with requirements of section 192 for the non-cash transactions with directors in respect of ESOP transactions.

(xvi) According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.

For S. R. Batliboi & Associates LLP

Chartered Accountants

Firm Registration Number: 101049W

per Vineet Kedia

Partner

Membership No: 212230

Place: Gurgaon

Date: April 26, 2016


Mar 31, 2016

We have audited the accompanying standalone financial statements of Bharti Infratel Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") 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 flows of the Company in accordance with accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company 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 the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act. 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 misstatement.

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 financial control relevant to the Company''s preparation of the financial statements that give a true and fair view 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 the Company''s Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at March 31, 2016, its profit, and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s report) Order, 2016 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure 1 a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

(b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books ;

(c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of accounts ;

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) On the basis of written representations received from the directors as on March 31, 2016, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016, from being appointed as a director in terms of section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure 2" to this report;

(g) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 37 to the financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

Annexure 1 referred to in paragraph 1 of Report on Other Legal and Regulatory Requirements of our report of even date

Re: Bharti Infratel Limited ("the Company")

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a physical verification program of covering all fixed assets once in three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, during the year, planned physical verification of certain fixed assets and capital work in progress has been conducted by the management and material discrepancies were identified on such verification. These have been properly dealt with in the books of accounts.

(c) According to the information and explanations given by the management, the title deeds of immovable properties included in fixed assets are held in the name of the Company.

(ii) The Company''s business does not involve inventories and, accordingly, the requirements under paragraph 3(H) of the Order are not applicable to the Company.

(iii) (a) Accordingtotheinformationandexplanationsgivento us, the Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, the provisions of clause 3(iii) (a), (b) and (c) of the Order are not applicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanations given to us, there are no loans, investments, guarantees, and securities granted in respect of which provisions of section 185 and 186 of the Companies Act 2013 are applicable and hence not commented upon.

(v) The Company has not accepted any deposits from the public.

(vi) To the best of our knowledge and as explained, the Central Government has not specified the maintenance of cost records under clause 148(1) of the Companies Act, 2013, for the services of the Company.

(vii) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, income-tax, sales- tax, service tax, customs duty, excise duty, value added tax, cess and other material statutory dues applicable to it. The provisions relating to employees'' state insurance are not applicable to the Company.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income-tax, service tax, sales-tax, customs duty, excise duty, value added tax, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, service tax, custom duty, excise duty, value added tax and cess on account of any dispute, are as follows:

Name of the statute Nature of Amount Period to which amount dues (Rs. In Mn) relates

Income Tax Act, 1961 Income Tax 1,256 FY 2010-11-FY 2011-12

Income Tax Act, 1961 Income Tax 6 FY 2008-09

Bihar, North Eastern States, Himachal Entry Tax 1,180 FY 2007-08 - FY 2015-16 Pradesh, Madhya Pradesh, Jammu & Kashmir Entry Tax Act

Assam, Madhya Pradesh, Orissa, Entry Tax 576 FY 2007-08 - FY 2015-16 Chhattisgarh, Rajasthan Entry Tax

Assam, Uttar Pradesh, Rajasthan Entry Entry Tax 8 FY 2007-08 - FY 2015-16 Tax Act

Madhya Pradesh, Chhattisgarh Entry Tax Entry Tax 5 FY 2009-10 - FY 2012-13 Act

Bihar Entry Tax Act Entry Tax 4 FY 2007-08 - FY 2010-11

Orissa Entry Tax Act Entry Tax 77 FY 2007-08 - FY 2008-09

The Madhya Pradesh VAT Act, 2002 Sales Tax 457 FY 2008-09

Uttar Pradesh Value Added Tax Act, 2007 Sales Tax 1 FY 2009-10-FY 2014-15

Finance Act, 1994 Service Tax 15,809 FY 2007-08 - FY 2013-14

Name of the Statute Forum where the dispute is pending

Income Tax Act, 1961 CIT(Appeals)

Income Tax Act, 1961 Assessing Officer (TDS)

Bihar, North Eastern States, Himachal Pradesh, Madhya Pradesh, Jammu & Kashmir Entry Tax Act Hon''ble High Court

Assam, Madhya Pradesh, Orissa, Chhattisgarh, Rajasthan Entry Tax Act Hon''ble Supreme Court

Asam, Uttar Pradesh, Rajasthan Entry Tax Act Deputy Commissioner, Appeal

Madhya Pradesh, Chhattisgarh Entry Tax Act Assistant Deputy Commissioner, Appeal

Bihar Entry Tax Act Joint Commissioner, Appeal

Orissa Entry Tax Act Tribunal

The Madhya Pradesh VAT Act, 2002 MP (Indore) High Court

Uttar Pradesh Value Added Tax Act, 2007 UP Commerical Tax Appellate Authority

Finance Act, 1994 High Court, Delhi (Appeal to be filed)

Of the above mentioned cases, total amount deposited against income tax, entry tax and service tax is Rs. 589 Mn, Rs. 1,327 Mn and Rs. 342 Mn, respectively.

(viii) In our opinion and according to the information and explanations given by the management, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders or government.

(ix) In our opinion and according to information and explanations given by the management, monies raised by the Company by way of initial public offer (IPO) in earlier year were applied during the year for the purpose for which the monies were raised, though idle/surplus funds which were not required for immediate utilization have been gainfully invested in liquid investments payable on demand. The maximum amount of idle/ surplus funds invested during the year was Rs. 16,810 Mn and Rs. 8,912 Mn was outstanding at the end of the year. Variation to the objects and schedule of deployment of this IPO as disclosed in the prospectus dated December 19, 2012 issued by the Company was approved by the shareholders of the Company through postal ballot on March 21, 2016.

(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that no material fraud on or by the officers and employees of the Company has been noticed or reported during the year.

(xi) According to the information and explanations given by the management, the managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xi) of the order are not applicable to the Company and hence not commented upon.

(xiii) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and on an overall examination of the balance sheet, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence, reporting requirements under clause 3(xiv) are not applicable to the Company and, not commented upon.

(xv) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that the Company has complied with requirements of section 192 for the non-cash transactions with directors in respect of ESOP transactions.

(xvi) According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.

For S. R. Batliboi & Associates LLP

Chartered Accountants

Firm Registration Number: 101049W

per Vineet Kedia

Partner

Membership No: 212230

Place: Gurgaon

Date: April 26, 2016


Mar 31, 2013

We have audited the accompanying financial statements of Bharti Infratel Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with accounting principles generally accepted in India, including the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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 misstatement.

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 Company''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. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

(b) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, 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 purpose of our audit;

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

(c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

(e) On the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

Annexure referred to in our report of even date

Re: [Bharti Infratel Limited] (''the Company'')

i. (a) The Company has maintained proper records showing full particulars including quantitative details and situation with respect to most of its fixed assets, however is in the process of updating the location of certain category of assets.

(b) The Company has a physical verification program of covering all fixed assets once in three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, during the year, a substantial portion of planned physical verification of fixed assets and capital work in progress has been conducted by the management. As informed, no material discrepancies were noticed on such verification.

(c ) Fixed assets disposed-off during the year were not substantial and, therefore, do not affect the going concern assumption.

ii. Considering the nature of business of the Company, provisions of Clause 4 (ii) of the Companies (Auditor''s Report) Order, 2003 (as amended) pertaining to physical verification of inventory and records maintained for inventory are not applicable to the Company.

iii. As informed, the Company has neither granted nor taken any loans, secured or unsecured to or from Companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, Clauses (iii) (b), (iii) (c), (iii) (d),(iii) (e), (iii) (f) and (iii) (g) of the Companies (Auditor''s Report) Order, 2003, as amended by (the Companies (Auditor''s Report) (Amendment) Order, 2004 are not applicable to the Company.

iv. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of fixed assets and for the sale of services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system of the Company.

Considering the nature of business of the Company, provision of Clause 4 (iv) of the Companies (Auditor''s Report) Order, 2003 (as amended) to the extent pertaining to internal control system for purchase of inventory is not applicable to the Company.

v. As informed, there are no parties that require to be listed in the register maintained under section 301 of the Companies Act, 1956. Therefore, the provisions of clause 4(v) of the Order are not applicable to the Company and hence not commented upon.

vi. The Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and rules framed there under.

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

viii. We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 209(1)(d) of the Companies Act, 1956, related to the provision of telecommunication services, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

ix. (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted and accrued in respect of undisputed statutory dues including provident fund, employees'' state insurance, income- tax, sales-tax, wealth-tax, service tax, customs duty, cess and other material statutory dues applicable to it are regularly deposited with appropriate authorities.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees'' state insurance, income-tax, wealth-tax, service tax, sales- tax, customs duty, excise duty, cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty and cess on account of any dispute, are as follows:

Name of the statute Nature of dues Amount (Rs. ''000)

Income Tax Act, 1961 Income Tax 1,053,884

Assam, Bihar, Orissa, Rajasthan, U.P., Entry Tax 1,257,211 Himachal Pradesh, M.P., Chattisgarh, JK Entry Tax Act

Karnataka VAT Act Sales Tax 227,606

MP VAT Act Sales Tax 83,316

UP Trade Act Sales Tax 21,154

Andhra Pradesh CST Rules Sales Tax 3,153

UP VAT Act Sales Tax 2,346

Building & Labor Welfare Cess Building & 14,995 Labour Welfare Cess

Name of the Statute Period to which amount Forum where dispute is pending relates

Income Tax Act, 1961 FY 2008-09 to 2012-13 ITAT, CIT Appeals, Assessing Authority.

Assam Bihar Orissa Rajasthan UP Himachal Pradesh MP Chattisgarh JK Entry Tax Act FY 2007-08 Onwards Supreme Court, High Court Appellate Authority.

Karnatak VAT Act FY 2009-10 to FY 2010-11 JCCT Appeals

MP VAT Act FY 2009-10 M.P High Court

UP Trade Act FY 2007-08, 2008-09 Additional Commissioner Appeals

Andhra Pradesh CST Rules FY 2008-09 D.C. Appeals

UP VAT Act FY 2008-09 Onwards D.C. Appeals

Building & Labor Welfare Cess FY 2007-08 Building & Labor Welfare Cess Tribunal

The above mentioned figures represent the total disputed cases without any assessment of Probable, Possible and Remote, as done in case of Contingent Liabilities.

Of the above mentioned cases, total amount deposited in respect of Entry Tax, Income Tax, Karnataka VAT, UP Trade Act, UP VAT and Building & Labor Welfare Cess is Rs. 833 Mn, Rs. 13 Mn, Rs. 114 Mn, Rs. 4 Mn, Rs. 1 Mn and 15 Mn respectively.,

x. The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and immediately preceding financial year.

xi. Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

xii. According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

xiv. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

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

xvi. The Company did not have any term loans outstanding during the year.

xvii. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment.

xviii. The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

xix. The Company did not have any outstanding debentures during the year.

xx. We have verified that the end use of money raised by public issue is as disclosed in the notes to the financial statements.

xxi. According to information and explanations furnished by management, which have been relied upon by us, there were no frauds on or by the Company noticed or reported during the course of our audit except as identified by the management pertaining to few cases of fraud on Company amounting to Rs. 10.6 miLLion pertaining to electricity payments and asset pilferage for which appropriate provision for loss was recognized. The Company has initiated recovery proceedings and taken steps to strengthen controls.

For S.R. Batliboi & Associates LLP

Chartered Accountants

Firm''s Registration Number: 101049W

per Nilangshu Katriar

Partner

Membership Number: 58814

Place of Signature: Gurgaon

Date: April 30, 2013


Mar 31, 2009

1. We have audited the attached Balance Sheet of Bharti infratel Limited ('the Company') as at March 31,2009 and also the Profit and Loss account and the cash flow statement for. the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted out audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit. provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 (as amended) Issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, 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;

ii. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

iii. The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account;

iv. In our opinion, the balance sheet, profit and loss account and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

v. On the basis of the written representations received from the directors, as on March 31, 2009, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2009 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of die Companies Act, 1956.

vi. In our opinion and to the best of our information and according to the explanations given 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 accounting principles generally accepted in India;

a) in the case of the balance sheet, of the state of affairs of the Company as at March 31, 2009;

b) in the case of the profit and loss account, of the profit for the year ended on that date; and

c) in the case of cash flow statement, of the cash flows for the year ended on that date.

Annexure referred to in paragraph 4 of our report of even date Re: BHARTH INFRATEL LIMITED ('the Company')

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation affixed assets,

(b) All fixed assets have not been physically verified by the management during the year, since this is the first year of operations, but there is a regular programmed of verification to cover all the items over a period of three years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. As informed, no material discrepancies were noticed on such verification

(c) There was no substantial disposal-of fixed assets during the year.

(ii) Considering the nature of business of the Company, Clause 4 (ii) of the Companies (Auditor's Report) Order 2003 (as amended) pertaining to physical verification of inventory and records maintained tor inventory are not applicable to the Company.

(iii) (a) The Company has neither granted nor taken any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Act. Accordingly, clauses 4 (iii) (b), (c). (d), (f) and (g) of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the Company for the current year.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal Control system commensurate with the size of the Company and the nature of its business, for the purchase of fixed assets and for the sale of services. During the course of our audit, no major weakness, has been noticed in the internal control system in respect of these areas.

Considering the nature of business of the Company, the Clause 4 (iv) of the Companies (Auditor's Report) Order, 2003 (as amended) to the extent pertaining to internal control system for purchase of inventory is not applicable to the Company

(v) (a) According to the information and explanations provided by the management, we are of the opinion that the particulars-of contracts or arrangements referred to in section 301 of the Act that need to be entered into the register maintained under section 301 have been so entered.

(b) None of the transactions made in pursuance of such contracts or arrangements exceed the value of Rupees five lakh in respect of any one such party in the financial year.

(vi) The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

(vii) hi our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(viii) To die best of our knowledge and as explained, the Central Government has not prescribed maintenance, of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 for the products of the Company.

(ix) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, income-tax, sales-tax, wealth-tax, service tax, customs duty, cess and other material statutory dues applicable to it though there has been delays in few cases. The provisions relating to excise duty, investor education protection fund and employees' state insurance arc not applicable to the Company.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income-tax. wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the records of the Company, the due:; outstanding of income-tax, sales-tax, wealth- tax, service tax, customs duty, excise duty and cess on account of any dispute, are as follows:



Name of the Amount Period to Forum where status Nature of dues (Rs.000) which the dispute the pending

Central sales Tax Sales Tax 2,861 2001-02 Applitate Tribunal

Building & labour wellfare cess Building & 16,074 2007-08 Building & labour labour welfare cess wellfare cess Tribunal



(x.) The Company has been registered for a period of less than five years and hence we are not. required to comment on whether or not the accumulated losses at the end of the financial year is fifty per cent or more of its net worth and whether it has incurred cash losses in such financial ¦ year and in the immediately preceding financial year.

(xi) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

(xii) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause. 4 (xiii) of the Companies (Auditor's Report) Order, 2003 (as amended) arc not applicable to the Company.

(xiv) (in our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the Companies (Auditor's Report) Order. 20(0 (as amended) are not applicable to the Company.

(xv) According to the information and explanations given to us, the Company loss not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) Based on the information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained.

(xvii) According to the information and explanations giver) to us and on overall examination of the balance sheet of the Company, we report that the Company has funded fixed assets purchases amounting to list. 4,252,350 thousands from Capex creditors.

(xviii.) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) According to the information's and explanations given to us, during the period covered by our audit report, the Company had issued 3,025,575 interest free unsecured convertible debentures of Rs 10,000 each on which no security charge is required to be created.

(xx) The company has not raised any money by public issues during the year,

(xxi) Based upon the audit procedures performed for the purpose of reporting the true arid Lair view of the financial statements and as per the information and explanations givers by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For S.R. BATLIBOI & ASSOCIATES

Chartered Accountants

per Prashant Siaghal

Partner

Membership No.:93283

Place: New Delhi

Date; April 28, 2008

 
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