1.  We have audited the attached Balance Sheet of Maruti Suzuki India
 Limited (the Company), as at 31st March, 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 further report that:
 
 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, except
 furniture and fixtures, office appliances and certain other assets
 having an aggregate net book value of Rs. 1,645 million, 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 have been physically verified
 by the Management during the year and no material discrepancies between
 the book records and the physical inventory have been noticed.
 
 (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 the 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) The Company has not taken / granted any loans, secured or
 unsecured, from / to companies, firms or other parties covered in the
 register maintained under Section 301 of the Act.
 
 iv) In our opinion and according to the information and explanations
 given to us, having regard to the explanation that certain items
 purchased are of special nature for which suitable alternative sources
 do not exist for obtaining comparative quotations, 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. 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) In our opinion and according to the information and explanations
 given to us, the particulars of contracts or arrangements referred to
 in Section 301 of the Act have been entered in the register required to
 be maintained under that section.
 
 (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. In
 respect of purchase of goods and materials including components from
 the holding company, the prices paid for these items are not comparable
 as these are of special 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 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 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, the particulars of dues of
 income-tax, sales-tax, wealth tax, service tax, customs duty and excise
 duty as at 31st March, 2012 which have not been deposited on account of
 any dispute are as follows:
 
                                                         (Rs. in million)
 
 Name of 
 the statute      Amount    Amount     Period to       Forum where the 
                                                       dispute is
 (Nature of 
 Dues)            under     deposited  which the       pending
                  dispute   under      amount
                            protest    relates
 
 Income Tax 
 Act, 1961         10,847     6,135    1991 to 2011    Income Tax 
                                                       Appellate
                                                       Tribunal/
 (Tax & Interest)                                      High Court/ 
                                                       Commissioner
                                                       Income Tax 
                                                      (Appeals)/AO(TDS)
 
 Wealth Tax 
 Act, 1957 (Tax)        1         1    1997 to 1998    High Court
 
 Haryana 
 General Sales 
 Tax Act 
 (Tax & Interest)       3         -    1983 to 1988    Assessing 
                                                       Authority
 
 Delhi Sales 
 Tax Act (Tax)         47         2    1987 to 1991    Additional 
                                                       Commissioner
 
 The Central 
 Excise
 Act, 1944          2,149         6    May 1989 to     Customs Excise &
                                                       Service Tax
 (Duty, Interest 
 & Penalty)                            September       Appellate 
                                                       Tribunal/ High 
                                                       Court/
                                       2010            Supreme Court 
 
 The Finance 
 Act, 1994   
 (Service             171         3    July 2003 to    Customs Excise &
                                                       Service Tax
 Tax, Interest 
 & Penalty)                            March 2011      Appellate Tribunal
 
 Customs 
 Act, 1962             27        22    February        Customs Excise & 
                                                       Service Tax
 (Duty & 
 Interest)                             2003 to         Appellate Tribunal
                                       August 2003
 
 For detailed listing refer Note 54
 
 x) The Company has no accumulated losses.
 
 xi) According to the records of the Company examined by us and the
 information and explanations 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.
 
 xiii) The provisions of any special statute applicable to chit fund /
 nidhi / mutual benefit fund/societies are not applicable to the
 Company.
 
 xiv) In our opinion, the Company is not a dealer or trader in shares,
 securities, debentures and other investments.
 
 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.
 
 xvi) In our opinion, and according to the information and explanations
 given to us, on an overall basis, the term loans have been applied for
 the purposes for which they were obtained.
 
 xvii) On the basis of an overall examination of the balance sheet of
 the Company, in our opinion and according to the information and
 explanations given to us, there are no funds raised on a short-term
 basis which 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.
 
 xix) The Company has not issued any debentures during the year; and
 does not have any debentures outstanding as at the year end.
 
 xx) The Company has not raised any money by public issue during the
 year.
 
 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
 fraud on or by the Company, noticed or reported during the year, nor
 have we been informed of such case by the Management.
 
 4.  Further to our comments 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 Account 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
 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 Act and Accounting Standard 30, Financial Instruments:
 Recognition and Measurement issued by the Institute of Chartered
 Accountants of India to the extent it does not contradict any other
 accounting standard 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 31st March, 2012 and taken on record by the Board of Directors,
 none of the directors is disqualified as on 31st March, 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 31st March, 2012;
 
 (ii) in the case of the Statement of Profit and Loss Account, 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.
 
                         For Price Waterhouse
 
                         Firm Registration Number: FRN 301112E
 
                         Chartered Accountants
 
                         Abhishek Rara
 
                         Partner
 
                         Membership Number - F 77779
 
 Place: Gurgaon
 
 Date: 28th April, 2012