1.  We have audited the attached Balance Sheet of Bosch Limited (the
 Company) as at December 31, 2012, and the related Statement of
 Profit and Loss and Cash Flow Statement for the year ended on that date
 annexed thereto, which we have signed under reference to this report.
 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 our audit in accordance with the auditing standards
 generally accepted in India. Those Standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the
 financial statements are free of material misstatement. 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 by the Companies (Auditor''s Report) (Amendment) Order, 2004
 (together the Order), issued by the Central Government of India
 in terms of sub-section (4A) of Section 227 of ''The Companies Act,
 1956'' of India (the ''Act'') and on the basis of such checks of the
 books and records of the Company as we considered appropriate and
 according to the information and explanations given to us, we give in
 the Annexure a statement on the matters specified in paragraphs 4 and 5
 of the Order.
 
 4.  Further to our comments in the Annexure referred to in paragraph 3
 above, we report that:
 
 (a) We have obtained all the information and explanations which, to the
 best of our knowledge and belief, were necessary for the purposes of
 our audit;
 
 (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 dealt with by this report comply with the
 accounting standards referred to in sub-section (3C) of Section 211 of
 the Act;
 
 (e) On the basis of written representations received from the
 directors, as on December 31, 2012 and taken on record by the Board of
 Directors, none of the directors is disqualified as on December 31,
 2012 from being appointed as a director in terms of clause (g) of
 sub-section (1) of Section 274 of the Act;
 
 (f) In our opinion and to the best of our information and according to
 the explanations given to us, the said financial statements together
 with the notes thereon and attached thereto give, in the prescribed
 manner, the information required by the Act, and give a true and fair
 view in conformity with the accounting principles generally accepted in
 India:
 
 (i) in the case of the Balance Sheet, of the state of affairs of the
 company as at December 31, 2012;
 
 (ii) in the case of the Statement of Profit and Loss, of the profit for
 the year ended on that date; and
 
 (iii) in the case of the Cash Flow Statement, of the cash flows for the
 year ended on that date.
 
 i.  (a) The Company is maintaining proper records showing full
 particulars, including quantitative details and situation, of fixed
 assets.
 
 (b) The fixed assets are physically verified by the Management
 according to a phased programme designed 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.
 Pursuant to the programme, a portion of the fixed assets has been
 physically verified by the Management during the year and no material
 discrepancies have been noticed on such verification.
 
 (c) In our opinion, and according to the information and explanations
 given to us, a substantial part of fixed assets has not been disposed
 off by the Company during the year.
 
 ii.  (a) The inventory (excluding stocks with third parties) has been
 physically verified by the Management during the year. In respect of
 inventory lying with third parties, these have substantially been
 confirmed by them. In our opinion, the frequency of verification is
 reasonable.
 
 (b) In our opinion, the procedures of physical verification of
 inventory followed by the Management are reasonable and adequate in
 relation to the size of the Company and the nature of its business.
 
 (c) On the basis of our examination of the inventory records, in our
 opinion, the Company is maintaining proper records of inventory. The
 discrepancies noticed on physical verification of inventory as compared
 to book records were not material.
 
 iii. (a) The Company has granted unsecured loans to a company covered
 in the register maintained under Section 301 of the Act. The maximum
 amount involved during the year and the year-end balance of such loans
 aggregated to Rs. 240 million and nil, respectively.
 
 (b) In our opinion, the rate of interest and other terms and conditions
 of such loans are not prima facie prejudicial to the interest of the
 Company.
 
 (c) In respect of the aforesaid loans, the parties are repaying the
 principal amounts, as stipulated, and are also regular in payment of
 interest as applicable.
 
 (d) In respect of the aforesaid loans, there is no overdue amount more
 than Rupees One Lakh.
 
 (e) The Company has not taken any loans, secured or unsecured, from
 companies, firms or other parties covered in the register maintained
 under Section 301 of the Act. Therefore, the provisions of Clause 4
 (iii) (f) and (g) of the said Order are not applicable to the Company.
 
 iv.  In our opinion and according to the information and explanations
 given to us, having regard to the explanation that, except for certain
 items of inventory/fixed assets which are of special/ proprietary
 nature for which suitable alternative sources do not exist, there is an
 adequate internal control system commensurate with the size of the
 Company and the nature of its business for the purchase of inventory,
 fixed assets and for the sale of goods and services. Further, on the
 basis of our examination of the books and records of the Company, and
 according to the information and explanations given to us, we have
 neither come across nor have been informed of any continuing failure to
 correct major weaknesses in the aforesaid internal control system.
 
 v.  (a) According to the information and explanations given to us, we
 are of the opinion that the particulars of all contracts or
 arrangements that need to be entered into the register maintained under
 section 301 of the Companies Act, 1956 have been so entered.
 
 (b) In our opinion and according to the information and explanations
 given to us, the transactions made in pursuance of such contracts or
 arrangements and exceeding the value of Rupees Five Lakhs in respect of
 any party during the year have been made at prices which are reasonable
 having regard to the prevailing market prices at the relevant time
 except for certain transactions where we are unable to comment, being
 of specialized/ proprietary nature.
 
 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. In our opinion, the Company has an internal audit system
 commensurate with its size and the nature of its business.
 
 viii.  We have broadly reviewed the books of account maintained by the
 Company in respect of products where, pursuant to the rules made by the
 Central Government of India, the maintenance of cost records has been
 prescribed under clause (d) of sub-section (1) of Section 209 of the
 Act, and are of the opinion that, prima facie, the prescribed accounts
 and records have been made and maintained. We have not, however, made a
 detailed examination of the records with a view to determine whether
 they are accurate or complete.
 
 ix.  (a) According to the information and explanations given to us and
 the records of the Company examined by us, in our opinion, the Company
 is regular in depositing the undisputed statutory dues, including
 provident fund, investor education and protection fund, employees''
 state insurance, income tax, sales tax, wealth tax, service tax,
 customs duty, excise duty and other material statutory dues, as
 applicable, with the appropriate authorities.
 
 (b) According to the information and explanations given to us and the
 records of the Company examined by us, there are no dues of wealth tax
 which have not been deposited on account of any dispute. The
 particulars of dues of income tax, sales tax, service tax, entry tax,
 customs duty and excise duty as at December 31, 2012 which have not
 been deposited on account of a dispute, are as follows:
 
 Name         Nature             Disputed          Payment
 of the       of dues            Amount            made in the 
 statute                        (Rs. in            normal
                                 millions)         course of appeal 
                                                   pro- ceedings 
                                                  (Rs.  in millions)
 
 Central      Excise                 39                     -
 Excise       duty, Ser- 
 Act          vice Tax,
              interest
 1944         and penalty
 
                                     15                    11
 
                                      6                     - 
 
                                     29                     -
 
 Customs      Customs                55                     -
 Act,         duty and 
 1962         interest
 
                                      6                     4
 
 Income       Income                  1                     -
 Tax Act,     tax and 
 1961         interest
 
                                      1                     7
 
                                     75                     -
 
 State        Sales                  79                    22
 and          tax,
 Central      interest
 Sales        and 
 Tax Acts     penalty
 
                                     29                    23
 
 Entry        Entry                   7                     -
 Tax          tax and 
 Act          interest
 
                                      3                     -
 
 Name of the       Period to           Forum 
 Statute           which the           where the
                   amount              dispute is
                   relates             pending
 
 Central Excise    1992-94,            Up to
 Act, 1944         2002-04,            Commissioner''s
                   2005-11             Level
 
                   1998-01,            Customs,
                   2003-06             Excise, Service Tax Appellate
                                       Tribunal
 
                   2002-04             High Court
 
                   1985-88,            Supreme
                   1994-95             Court 
 
 Customs Act,1962  1991-92,            Up to 
                   2009-10             Commissioner''s
                   2011-12             Level
 
                   2009-10             Customs, Excise, Service Tax 
                                       Appellate Tribunal 
 
 Income Tax Act,
 1961              1979-80,            Up to 
                   1983-84             Commissioner''s Level
 
                   2003-04             Income Tax Appellate Tribunal
 
                   1990-94,            High
                   1995-04             Court
 
 State and 
 Central Sales
 Tax Acts          1993-94,            Up to
                   1995-10             Commissioner''s Level
 
                   1996-97,            Sales
                   1998-99,            Tax 
                   2000-01,            Tribunal 
                   2002-05 
 
 Entry Tax Act     1993-94,            Up to
                   1999-01             Commissioner''s Level
 
                   1991-93             High Court
 
 x. The Company has no accumulated losses as at the end of the financial
 year and it has not incurred any cash losses in the financial year
 ended on that date or in the immediately preceding financial year.
 
 xi.  According to the records of the Company examined by us and the
 information and explanation given to us, the Company has not defaulted
 in repayment of dues to any financial institution or bank or debenture
 holders as at the balance sheet date.
 
 xii. The Company has not granted any loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 Therefore, the provisions of Clause 4(xii) of the Order are not
 applicable to the Company.
 
 xiii.  As the provisions of any special statute applicable to chit
 fund/ nidhi/ mutual benefit fund/ societies are not applicable to the
 Company, the provisions of Clause 4(xiii) of the Order 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 Order are not applicable to the
 Company.
 
 xv.  In our opinion, and according to the information and explanations
 given to us, the Company has not given any guarantee for loans taken by
 others from banks or financial institutions during the year.
 Accordingly, the provisions of Clause 4(xv) of the Order are not
 applicable to the Company.
 
 xvi. The Company has not raised any term loans.  Accordingly, the
 provisions of Clause 4(xvi) of the Order are not applicable to the
 Company.
 
 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 and companies covered in the register maintained under
 Section 301 of the Act during the year. Accordingly, the provisions of
 Clause 4(xviii) of the Order are not applicable to the Company.
 
 xix. The Company has not issued any debentures during the year and does
 not have any debentures outstanding as at the beginning of the year and
 at the year end. Accordingly, the provisions of Clause 4(xix) of the
 Order are not applicable to the Company.
 
 xx.  The Company has not raised any money by public issues during the
 year. Accordingly, the provisions of Clause 4(xx) of the Order are not
 applicable to the Company.
 
 xxi. During the course of our examination of the books and records of
 the Company, carried out in accordance with the generally accepted
 auditing practices in India, and according to the information and
 explanations given to us, we have neither come across any instance of
 material fraud on or by the Company, noticed or reported during the
 year, nor have we been informed of any such case by the Management.
 
                               For Price Waterhouse & Co., Bangalore
 
                               Firm Registration Number: 007567S
 
                               Chartered Accountants 
 
                               Subramanian Vivek
        
 Place : Bangalore             Partner
 
 Date : February 27, 2013      Membership Number: 100332