We have audited the attached Balance Sheet of Exide Industries Limited
 (the Company) as at March 31, 2011 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 Companys management. Our responsibility is to express an opinion
 on these financial statements based on our audit.
 
 We conducted our audit in accordance with the auditing standards
 generally accepted in India.  Those Standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the
 financial statements are free of material misstatement. 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 the management, as well as evaluating the overall financial
 statement presentation. We believe that our audit provides a reasonable
 basis for our opinion.
 
 As required by the Companies (Auditors 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.
 
 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 & 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 31st March 2011 and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 31st March 2011 from being appointed as a director in terms of
 clause(g) of sub-section(1) of Section 274 of the 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 Balance Sheet, of the state of affairs of the Company
 as at March 31, 2011;
 
 b) in the case of 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 TO THE AUDITORS REPORT
 TO THE MEMBERS OF EXIDE INDUSTRIES LIMITED (REFERRED TO IN OUR REPORT
 OF EVEN DATE)
 
 (i) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) All fixed assets have been physically verified by the management
 during the year which, in our opinion, is reasonable having regard to
 the size of the Company and the nature of its assets.  No material
 discrepancies were noticed on such verification.
 
 (c) There was no substantial disposal of fixed assets during the year.
 
 (ii) (a) The management has conducted physical verification of
 inventory at reasonable intervals during the year.
 
 (b) 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) The Company is maintaining proper records of inventory and no
 material discrepancies were noticed on physical verification.
 
 (iii) (a) The Company in earlier year had granted unsecured loan to a
 company covered in the register maintained under section 301 of the
 Companies Act, 1956. The maximum amount involved during the year was
 Rs. 0.07 crores and the year-end balance of such loan is Rs. 0.07
 crores.
 
 (b) In our opinion and according to the information and explanations
 given to us, the rate of interest and other terms and conditions for
 such loans are prima facie not prejudicial to the interest of the
 Company.
 
 (c) In respect of above loan granted, the recovery of principal amount
 has not fallen due but the recovery of interest has been regular during
 the year.
 
 (d) There is no overdue amount of loan granted to companies, firms or
 other parties listed in the register maintained under section 301 of
 the Companies Act, 1956.
 
 (e) As informed, 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 Companies Act, 1956 and
 hence the requirements of sub clause (f) and (g) of clause 4(iii) of
 the order are not applicable.
 
 (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 inventory and fixed assets and for the sale of goods and
 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.
 
 (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) In our opinion and according to the information and explanations
 given to us, the transactions made in pursuance of such contracts or
 arrangements exceeding the value of Rupees five lakhs have been entered
 into during the financial year at prices which are reasonable having
 regard to the prevailing market prices at the relevant time.
 
 (vi) The Company has not accepted any deposit from the public.
 
 (vii) In our opinion, the Company has an internal audit system, which
 is 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, and are of the opinion that prima facie, the prescribed
 accounts and records have been made and maintained.
 
 (ix) (a) The Company is regular in depositing with appropriate
 authorities 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 cess and other material statutory dues applicable to it.
 
 The Central Government has till date neither notified the effective
 date nor prescribed the amount of cess payable under section 441 A of
 the Companies
 
 Act, 1956. Hence, we are not in a position to comment upon the
 regularity or otherwise of the company in depositing the same.
 
 (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 material 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  Nature of       Amount  Period to which   Forum where
 statute        dues          (Rs in 
                              crores)   the amount 
                                          relates        dispute is 
                                                          pending
 
 The Income 
 Tax          Disallowance of 
              certain           0.80   Assessment Year   Income Tax
 Act, 1961    expenses                     2001-02       Appellate 
                                                         Tribunal
 
               – Do –          26.53   Assessment Years  CIT, Appeals
                                          2005-2006 to
                                          2007-08
 
 The Central 
 Excise       Determination of 
              Assessable
 
 and Customs 
 Act,         Value/Denial of 
              exemption         5.06       1993-94 to     Various 
                                                          appellate
 1944         notification/
              Availment                    2009-10        authorities.
              of Cenvat Credit
 
 Pimpri 
 Municipal    Demand for 
              Octroi duty       0.12       2000-2001      Civil Court, 
                                                          Pune
 Corporation 
 Act
 
 The Central 
 Sales        Demand relating 
              to non            1.85       2000-01 to     Various 
                                                          appellate
 Tax Act, 
 1956         submission of 
              C forms and                  2008-09        authorities.
              other 
              documents
 
 Various 
 States       Demands 
              relating to       2.20       1996-97 to 
                                           2008-09        Various 
                                                          appellate
 Sales Tax 
 Act          non submission 
              of Local                                    authorities.
              forms /dispute 
              related to
              classification 
              of goods.
 
 (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 or bank. There were no outstanding debentures during the
 year.
 
 (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 (Auditors Report) Order, 2003 (as amended) are not
 applicable to the Company.
 
 (xiv) In respect of dealing/trading in mutual fund units, in our
 opinion and according to the information and explanations given to us,
 proper records have been maintained of the transactions and contracts
 and timely entries have been made therein. The units have been held by
 the Company, in its own name. The company is not dealing/trading in
 shares, debentures, securities or any other investments.
 
 (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) 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 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
 during the year 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) The Company has not raised any money through a public issue during
 the year.
 
 (xxi) Based upon the audit procedures performed for the purpose of
 reporting the true and fair view of the financial statements and as per
 the information and explanations given 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 & CO.
 
                                    Firm Registration Number: 301003E
 
                                                Chartered Accountants
 
                                                  per Sanjoy K. Gupta
 Place: Mumbai                                                Partner
 
 Date : 27 April, 2011                          Membership No.: 54968