1.  We have audited the attached Balance Sheet of Thomas Cook (India)
 Limited (the Company) as at 31st December, 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 31st December, 2012 and taken on record by the Board
 of Directors, none of the directors is disqualified as on 31st
 December, 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 December, 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.
 
 Referred to in paragraph 3 of the Auditors'' Report of even date to
 the members of Thomas Cook (India) Limited on the financial statements
 as of and for the year ended 31st December, 2012
 
 i.  (a) The Company is maintaining proper records showing full
 particulars, including quantitative details and situation, of fixed
 assets.
 
 (b) The fixed assets of the Company have been physically verified by
 the Management during the year and no material discrepancies have been
 noticed on such verification. In our opinion, the frequency of
 verification is reasonable.
 
 (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.  The Company is in the business of rendering services, and
 consequently, does not hold any inventory. Therefore, the provisions of
 Clause 4(ii) of the said Order are not applicable to the Company.
 
 iii. (a) 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 Act.  Therefore, the provisions of Clause
 4(iii)(b), (iii)(c) and (iii)(d) of the Order are not applicable to the
 Company.
 
 (b) 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 (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 for the
 purchase of fixed assets and for the sale of 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,
 there have been no contracts or arrangements that need to be entered in
 the register maintained under Section 301 of the Act.
 
 (b) In our opinion, and according to the information and explanations
 given to us, there are no transactions made in pursuance of such
 contracts or arrangements exceeding the value of Rupees Five Lakhs in
 respect of any party during the year.
 
 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.  The Central Government of India has not prescribed the
 maintenance of cost records under clause (d) of sub-section (1) of
 Section 209 of the Act for any of the products of the Company.
 
 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 income-
 tax, sales tax, wealth-tax, customs duty and excise duty which have not
 been deposited on account of any dispute. The particulars of dues of
 service tax as at 31st December, 2012 which have not been deposited on
 account of a dispute, are as follows:
 
 Name of the 
 statute        Nature of dues   Amount    Year to which 
                                           the            Forum where
                                                          the dispute is
                                 Rupees    amount relates pending
 
 Service Tax 
 Rules, 1994    Service Tax  2,055,698,792 Financial 
                                           Years 2003
                                           to 2012        Various Levels
                                                          from Assistant
                                                          Commissioner
                                                          to CESTAT
 
 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. In our opinion, and according to the information and explanations
 given to us, the term loans have been applied for the purposes for
 which they 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 the 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 LOVELOCK & LEWES
 
 Firm Registration Number: 301056E
 
 Chartered Accountants
 
 NAGNATH V PAI
 
 Partner
 
 Membership Number: 036134
 
 Mumbai
 
 Date: 19th February, 2013