1.  We have audited the attached balance sheet of Ramky Infrastructure
 Limited (the Company) as at 31 March 2012, the statement of profit
 and loss and the cash flow statement of the Company 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 our 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 (''the
 Order''), 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:
 
 (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, the statement of profit and loss and cash flow
 statement dealt with by this report are in agreement with the books of
 account;
 
 (d) subject to our comments in paragraph (f) below, in our opinion, the
 balance sheet, the 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 Companies Act, 1956, to
 the extent applicable;
 
 (e) on the basis of written representations received from the
 directors, as at 31 March 2012 and taken on record by the Board of
 Directors, we report that none of the directors are disqualified as at
 31 March 2012 from being appointed as a director in terms of clause (g)
 of sub-section (1) of Section 274 of the Companies Act, 1956 on the
 said date;
 
 (f) we draw attention to note 2.35 to the financial statements, wherein
 deductions claimed by the Company under Section 80-IA (4)of Income Tax
 Act, 1961 in its returns of income relating to assessment years 2003-04
 to 2011-12 amounting to Rs 66.56 crores have now been provided for by
 directly debiting the surplus in statement of profit and loss account
 balance under Reserves and Surplus rather than debiting these amounts
 to the statement of profit and loss for the year ended 31 March
 
 2012 as required by Accounting Standard-5 Net Profit or Loss for the
 Period, Prior Period Items and Changes in Accounting Policies. Had
 this provision been charged to the statement of profit and loss for the
 current year, the profit after tax for the year would reflect as Rs
 77.12 crores as compared to the reported profit after tax ofRs 143.68
 crores. Further, the basic and diluted EPS for the current year would
 be Rs 13.48 per share compared to the reported EPS ofRs 25.12 per share;
 and
 
 (g) except for effects of the matter described in paragraphs
 
 (d) and (f) above, 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 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 31 March 2012;
 
 (ii) in the case of the statement of profit and loss, of the profit of
 the Company for the year ended on that date; and
 
 (iii) in the case of the cash flow statement, of the cash flows of the
 Company for the year ended on that date.
 
 Annexure referred to in our report to the members of Ramky
 Infrastructure Limited (the Company) for the year ended 31 March
 2012.  We report that:
 
 (i) (a) The Company has maintained proper records
 
 showing full particulars, including quantitative details and situation
 of fixed assets.
 
 (b) The Company has a regular programme of physical verification of its
 fixed assets by which all fixed assets are verified over a period of
 three years. In our opinion, this periodicity of physical verification
 is reasonable having regard to the size of the Company and the nature
 of its assets. In accordance with this programme, certain fixed assets
 were verified during the year. 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) (a) The inventory has been physically verified by the
 
 Management during the year. In our opinion, the frequency of such
 verification is reasonable.
 
 (b) The procedures for the physical verification of inventories
 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 has maintained proper records of inventory. The
 discrepancies noticed on verification between the physical stocks and
 the book records were not material.
 
 (iii) 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 4(iii)(a) to 4(iii)(g)of the Order 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, with
 regard to purchase of inventories, fixed assets and sale of services.
 The business of the Company does not involve sale of goods. We have not
 observed any major weakness in the internal control system during the
 course of the audit.
 
 (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 Companies Act, 1956 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 contracts and
 arrangements referred to in (a) above and exceeding the value of Rs 5
 lakh with each 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 work performed in respect of civil, turnkey
 contracts and related contract consultancy services which are for the
 specialized requirements of buyer for which suitable alternative
 sources are not available to obtain comparable quotations.  However, on
 the basis of information and explanations provided to us, the same
 appears reasonable.
 
 (vi) The Company has not accepted any deposits from the public.
 
 (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 accounts maintained by the
 Company pursuant to the rules prescribed by the Central Government of
 India 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.  However
 we have not made a detailed examination of the records.
 
 (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/ accrued in the books of account in respect of undisputed
 statutory dues including Provident Fund, Investor Education and
 Protection Fund, Employees'' State Insurance, Income tax, Sales tax,
 Wealth tax, Service tax, Customs duty and other material statutory dues
 have been generally regularly deposited during the year by the Company
 with the appropriate authorities, though there has been a slight delay
 in a few cases. As explained to us, the Company did not have any dues
 on account of Excise duty.
 
 According to the information and explanations given to us, there are no
 undisputed amounts payable in respect of Provident Fund, Investor
 Education and Protection Fund, Employees'' State Insurance, Income tax,
 Sales tax, Wealth tax, Service tax, Customs duty and other material
 statutory dues that were in arrears as at 31 March 2012 for a period of
 more than six months from the date they became payable.
 
 (b) According to the information and explanations given to us, there
 are no dues of Customs duty and Wealth tax which have not been
 deposited with the appropriate authorities on account of any dispute.
 However, the Company disputes the dues in respect of Sales tax, Service
 tax and Income tax as set out in Appendix 1.
 
 (x) The Company does not have any accumulated losses at the end of the
 financial year and has not incurred cash losses in the financial year
 and in the immediately preceding financial year.
 
 (xi) In our opinion and according to the information and explanations
 given to us, the Company has not defaulted in repayment of dues to its
 bankers or any financial institutions during the year. The Company did
 not have any outstanding debentures or dues to any financial
 institutions during the year.
 
 (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) In our opinion and according to the information and explanations
 given to us, the Company is not a chit fund / nidhi/mutual benefit
 fund/society.
 
 (xiv) According to the information and explanations given to us, the
 Company is not dealing or trading in shares, securities, debentures and
 other investments.
 
 (xv) In our opinion and according to the information and explanations
 given to us, the terms and conditions on which the Company has given
 guarantees for loans taken by others from banks or financial
 institutions are not prejudicial to the interests of the Company.
 
 (xvi) According to the information and explanations given to us, the
 term loans taken by the Company have been applied for the purpose for
 which they were raised.
 
 (xvii) According to the information and explanations given to us and on
 an overall examination of the balance sheet of the Company, we are of
 the opinion that the funds raised on short-term basis have not been
 used for long-term investment.
 
 (xviii) The Company has not made any preferential allotment of shares
 to companies/firms/parties 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) During the year the Company has not raised any money by public
 issue. We have verified the end use of funds raised by public issue
 during the previous year as disclosed in note 2.36 to the financial
 statements.
 
 (xxi) According to the information and explanations given to us, no
 fraud on or by the Company has been noticed or reported during the
 course of our audit.
 
 
 Nature of     Nature of     Amount    Period to which  Forum where 
 the statute   the dues     (Rs.)      the amount rela  dispute is
                                       tes              pending
 
       
 
 General 
 sales 
 tax/Value 
 added tax
 
 Andhra 
 Pradesh 
 General        Tax        1,740,746    2001-02         Appeal filed with
 Sales Tax 
 Act, 1957                 (906,633)*                   High Court of
                                                        Andhra Pradesh.
 
 Andhra 
 Pradesh 
 General        Tax       9,065,397     2002-03         Sales Tax      
                                                        Appellate
 Sales Tax 
 Act, 1957               (4,532,699)*                   Tribunal,
                                                        Hyderabad.
 
 Andhra 
 Pradesh 
 Value          Tax       7,064,549     2005-09         Sales Tax 
                                                        Appellate
 Added Tax 
 Act, 2005              (23,356,058)*                   Tribunal, 
                                                        Hyderabad.
 
 Andhra
 Pradesh 
 Value          Tax      27,199,309     2005-09         Commercial 
                                                        Tax Officer,
                                                        Hyderabad.  
 Added Tax 
 Act, 2005
 
 Andhra 
 Pradesh 
 Value         Interest 
               and       21,447,125     2005-09         Commercial Tax
                                                        Officer, 
                                                        Hyderabad.
 
 Added Tax 
 Act, 2005     penalty   (1,945,483)*
 
 Andhra 
 Pradesh 
 Value         Tax and 
               interest  87,546,525    2005-08          Commercial
                                                        Tax Officer, 
                                                        Hyderabad.
 
 Added Tax 
 Act, 2005             (85,080,660)*
 
 Andhra 
 Pradesh 
 Value         Tax      44,085,191     2007-10          Appellate
                                                        Deputy
                                                        Commissioner
 
 Added Tax 
 Act, 2005              (8,666,360)*
 
 Andhra 
 Pradesh 
 Value         Penalty  11,021,298     2007-10          Commercial 
                                                        Tax Officer,
 Hyderabad.  
 Added Tax 
 Act, 2005
 
 Karnataka 
 Value Added   Tax       8,759,830     2004-06          Sales Tax 
                                                        Appellate
                                                        Tribunal,
 
 Tax Act, 
 2003                   (8,759,830)*                    Bangalore
 
 The Punjab
 Value         Tax       2,198,812     2005-07          Deputy Excise 
                                                        and Taxation 
 
 Added
 Tax Act, 
 2005                                                   Commissioner 
                                                       (Appeals), 
                                                        Punjab
 
 West 
 Bengal 
 Value         Tax       8,255,424     2005-06          Commercial 
                                                        Tax Officer,   
                                                        Kolkata.  
 Added Tax 
 Act, 2003
 
 West 
 Bengal 
 Value         Tax      25,078,273     2006-07          West Bengal 
                                                        Sales Tax
                                                        Tribunal, 
 Added Tax 
 Act, 2003                                              Kolkata
 
 Service Tax
 
 Finance 
 Act, 1994     Tax      30,502,660     2004-07          Central Excise 
                                                        & Service Tax
 
                                                        Tribunal
                                                        (CESTAT), 
                                                        Bangalore
 
 Finance 
 Act, 1994     Tax      74,341,004     2004-07          Commissioner 
                                                        of Customs,
                                                        Central
                       (35,570,924)*                    Excise & 
                                                        Service Tax
                                                        (CCCE&S), 
                                                        Hyderabad.
 
 Finance 
 Act, 1994     Tax       7,982,189     2004-07          CESTAT, Kolkata
 
 Finance 
 Act, 1994     Tax         256,289     2004-07          CCCE&S, 
                                                        Ahmadabad.
 
 Finance 
 Act, 1994     Tax      71,133,154     2007-09          CESTAT, Bangalore
 
 Finance 
 Act, 1994     Tax      37,821,891     2009-11          CCCE&S, 
                                                        Hyderabad.
 
 Finance 
 Act, 1994     Tax    
               and 
               pen
               alty   442,346,138      2004-08          CCCE&S,Bangalore.
                      (26,756,523)*
 
 Finance 
 Act, 1994     Tax      1,987,370      2005-08          Asst. Commis
                                                        sioner (Audit),
                         (110,588)*                     Service Tax 
                                                        Cell, Visakha
                                                        patnam
 
 Finance 
 Act, 1994     Tax and 
               Penalty   142,606,046   2007-09          CESTAT, Kolkata
 
 Finance 
 Act, 1994     Tax           377,246   2007-08          CCCE&S 
                                                       (Appeals), 
                                                        Chennai.
 
 
 Nature of    Nature of   Amount (Rs.)   Period to      Forum where
 the statute  the dues                   the amount     dispute is
                                         relates        pending
 Service 
 Tax (Contd.)
 
 Finance 
 Act, 1994     Tax         17,896,099    2005-07        CCCE&S, Kolkata.
                           (7,913,167)*
 
 Finance 
 Act, 1994     Tax          4,323,907    2007-10        Addle CCCE&S, 
                                                        Hyderabad.
 
 Finance 
 Act, 1994     Tax          8,836,619    2007-10        CCCE&S,
                                                        Hyderabad.
 
 Finance 
 Act, 1994     Tax         28,070,720    2005-10        CCCE&S,Hyderabad.
 
 Finance 
 Act, 1994     Tax         13,881,404    2005-10        CCCE&S,Hyderabad.
 
 Finance 
 Act, 1994     Tax         10,446,547    2007-10        CCCE&S,Bangalore
                            (118,090)*
 
 Finance 
 Act, 1994     Tax         1,850,657     2010-11        Addnl CCCE&S, 
                                                        Hyderabad.
 
 Finance 
 Act, 1994     Tax         5,621,126     2011-12        Deputy Commis
                                                        sioner of 
                                                        Customs,
                         (5,621,126)*                   Mumbai.
 
 Finance 
 Act, 1994     Tax       44,789,432      2007-11        CCCE&S, Chennai.
                        (20,916,640)*
 
 Income tax
 
 Income Tax 
 Act, 1961   Deductions   12,619,040**   2002-03        Income Tax
                                                        Appellate 
                                                        Tribunal
 
             disallowed
 
 Income Tax 
 Act, 1961   Deductions   10,537,804**   2003-04        Income Tax
                                                        Appellate 
                                                        Tribunal
             disallowed
 
 Income Tax 
 Act, 1961   Deductions   16,064,740**   2004-05        Income Tax
                                                        Appellate 
                                                        Tribunal
             disallowed
 
 Income Tax 
 Act, 1961   Deductions   50,777,088**   2005-06        Income Tax
                                                        Appellate 
                                                        Tribunal     
             disallowed
 
 Income Tax 
 Act, 1961   Deductions   44,426,473**   2006-07        Income Tax
                                                        Appellate 
                                                        Tribunal 
             disallowed
 
 Income Tax 
 Act, 1961   Deductions   64,780,599**   2007-08        Income Tax
                                                        Appellate 
                                                        Tribunal
             disallowed
 
 Income Tax 
 Act, 1961   Deductions   124,270,337**  2008-09        Commissioner of
 Income Tax
                                                        disallowed 
                                                       (Appeals)
 
 * The amounts in parenthesis represent the payment made under protest.
 
 ** These amounts have been deducted against refund receivable.
 
 for B S R & Co.                       for Visweswara Rao & Associates
 
 Chartered Accountants                            Chartered Accountants
 
 Firm''s Registration No: 101248W        Firm''s Registration No: 005774S
 
 
 Zubin Shekary                                     S V R Visweswara Rao
 
 Partner                                                        Partner
 
 Membership No.: 048814                          Membership No.: 029088
 
 Hyderabad 
 
 29 May 2012