1.  We have audited the attached Balance Sheet of Suzlon Energy 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 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 (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, 2011, and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 March 31, 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.  Without qualifying our opinion, we draw attention to Note 4(c),
 Schedule P in the financial statements regarding non- provision of
 proportionate premium on redemption of ''US$ 479.04 million (Rs.
 2,136.27 Crores as at March 31, 2011) Foreign Currency Convertible
 Bonds amounting to Rs. 579.21 Crores which has been considered by the
 Company as a contingent liability. Since the ultimate outcome of the
 matter cannot be presently ascertained, no provision for the above
 liability that may result in future has been made in the accompanying
 financial statements.
 
 vii.  We draw attention to Note 3, Schedule P in the financial
 statement. During the year ended March 31, 2011, the Company has
 recognised deferred tax asset aggregating approximately Rs 55.64 crores
 on tax losses of Suzlon Energy Limited. In our opinion, the recognition
 of deferred tax asset aggregating approximately Rs 55.64 crores does
 not satisfy the conditions of virtual certainty prescribed under
 Accounting Standard – 22, Accounting for Taxes on Income as notified by
 the Companies (Accounting Standards) Rules, 2006 (as amended). Had the
 above-mentioned deferred tax asset not been recognised, the net loss
 for the year would have been higher and the deferred tax gain for the
 year in the profit and loss account would have been lower by
 approximately Rs 55.64 crores. Accordingly, the deferred tax asset in
 the Balance Sheet has been overstated by approximately Rs. 55.64
 crores.
 
 viii.  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
 subject para 5(vii) above, 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, 2011;
 
 (b) in the case of the profit and loss account, of the loss 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 3 of our report of even date Re:
 Suzlon Energy Limited
 
 1.  (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) Fixed assets have been physically verified by management during the
 year in accordance with a regular programme of verification 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.
 
 2.  (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
 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.
 
 3.  (a) As informed, the Company has not granted any loans, secured or
 unsecured to companies, firms or other parties covered in the register
 maintained under section 301 of the Companies Act, 1956.  Accordingly,
 the provisions of clause 4(iii) (a) to (d) of the CARO are not
 applicable.
 
 (b) The Company has taken a loan from a Company covered in the register
 maintained under section 301 of the Companies Act, 1956. The maximum
 amount involved during the year and the year-end balance of the loan
 taken from such party was Rs.  145.32 crores.
 
 (c) In our opinion and according to the information and explanations
 given to us, the rate of interest, and other terms and conditions for
 such loan are prima facie not prejudicial to the interest of the
 Company.
 
 (d) The loan taken by the company is a long term loan. According to the
 information and explanations given to us, no repayment was due in
 respect of the principal portion till the balance sheet date.  The
 payment of interest has been regular.
 
 4.  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, we have not observed any
 major weakness or continuing failure to correct any major weakness in
 the internal control system of the company in respect of these areas.
 
 5.  (a) According to the information and explanations provided by
 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 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.
 
 6.  The Company has not accepted any deposits from the public.
 Accordingly, the provisions of clause 4(vi) of the CARO are not
 applicable.
 
 7.  In our opinion, the Company has an internal audit system
 commensurate with the size and the nature of its business.
 
 8.  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 in respect of
 generation of electricity from wind power.
 
 9.  (a) 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, cess and
 other material statutory dues have generally been regularly deposited
 with the appropriate authorities.
 
 Further, since the Central Government has till date not prescribed the
 amount of cess payable under section 441 A of the Companies Act, 1956,
 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 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 information and explanations given to us, there
 are no dues of income tax, sales-tax, wealth tax, service tax, customs
 duty, excise duty and cess which have not been deposited on account of
 any dispute.
 
 10.  The Company has no accumulated losses at the end of the financial
 year. It has incurred cash losses in the current and immediately
 preceding financial year.
 
 11.  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.
 
 12.  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.  Accordingly, the provisions
 of clause 4(xii) of the CARO are not applicable.
 
 13.  In our opinion, the Company is not a chit fund or a nidhi /mutual
 benefit fund/society. Accordingly, the provisions of clause 4(xiii) of
 the CARO are not applicable.
 
 14.  In our opinion, the Company does not deal or trade in shares,
 securities, debentures and other investments. Accordingly, the
 provisions of clause 4(xiv) of the CARO are not applicable.
 
 15.  According to the information and explanations given to us, the
 Company has given guarantee for loans taken by others from banks or
 financial institutions, the terms and conditions whereof in our opinion
 are prima-facie not prejudicial to the interests of the Company.
 
 16.  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.
 
 17.  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.
 
 18.  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.  Accordingly, the provisions of clause
 4(xviii) of the CARO are not applicable.
 
 19.  No debentures have been issued by the Company during the year.
 Further, the Company has unsecured Foreign Currency Convertible Bonds
 outstanding during the year on which no security or charge is required
 to be created.
 
 20.  We have verified that the end use of money raised from Rights
 Issue of equity shares is as disclosed in the notes to the financial
 statements.
 
 21.  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 management, we report that no
 fraud on or by the Company has been noticed or reported during the
 course of our audit.
 
 
 For SNK & Co.                        For S.R. BATLIBOI & Co.
 
 Firm Registration number: 109176W    Firm Registration number: 301003E
 
 Chartered Accountants                Chartered Accountants
 
 per Jasmin B. Shah                   per Arvind Sethi
 
 Partner                              Partner
 
 Membership No: 46238                 Membership No: 89802
 
 Place : Pune                         Place : Pune
 
 Date : July 30, 2011                 Date : July 30, 2011