1.  We have audited the attached Balance Sheet of Welspun Global Brands
 Limited (the Company) as at March 31, 2011, and the related Profit
 and Loss Account 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.  We draw your attention to Note 4(a) on Schedule 19, regarding: (a)
 investments in a subsidiary, Welspun Retail Limited (WRL),
 aggregating Rs. 499.63 million as at the year end, in relation to which
 diminution in the value of investments, which in our view is other than
 temporary, has not been estimated and adjusted against the aforesaid
 reported investments balance; resulting in non-compliance with
 Accounting Standard 13 - Accounting for Investments; and (b) unsecured
 loans to WRL, aggregating Rs. 134.65 million as at the year end, which
 have been converted to preference shares subsequent to the year end as
 stated in Note 4 (b) on Schedule 19, in relation to which valuation
 allowance has not been estimated and adjusted against the aforesaid
 reported unsecured loans balance; which does not meet the requirement
 to consider prudence in selection of accounting policies, as set out in
 Accounting Standard 1 - Disclosure of Accounting Policies; as WRL has
 been incurring significant losses (Rs. 199.73 million for the year
 ended March 31, 2011 and Rs. 1,205.96 million as at March 31, 2011
 basis its audited financial statements as of and for the year ended
 March 31, 2011) and has also been unable to achieve its projected
 financial results in the previous and current financial reporting
 periods.
 
 5.  Without qualifying our opinion, we draw your attention to:
 
 (a) Note 5 on Schedule 19, regarding the Company''s dependence on
 Welspun India Limited (''WIL'') for procuring its products. If the
 arrangement between the Company and WIL is discontinued, the business
 of the Company could be adversely impacted.
 
 (b) Note 6 on Schedule 19, regarding corporate guarantees, aggregating
 Rs. 5,887.40 million at the year end, issued consequent to the demerger
 of the marketing arm of WIL effective April 1, 2009, to the bankers of
 WIL in relation to the debt facilities provided by them to WIL, and
 other corporate guarantees disclosed in Note 3 on Schedule 19
 aggregating Rs. 1,677 million at the year end, issued on behalf of WIL
 and Welspun Retail Limited (WRL). If WIL and WRL are unable to meet
 their obligations as they fall due, the financial condition and cash
 flows of the Company could be adversely impacted.
 
 6.  Further to our comments in the Annexure referred to in paragraph 3
 above, we report that:
 
 (a) Except for the indeterminate effects of the matters referred to
 paragraph 4 above, 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, except for the indeterminate effects of the matters
 referred to paragraph 4 above, 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, 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, except for the matters referred to paragraph 4
 above, 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 Act;
 
 (e) On the basis of written representations received from the
 directors, as on March 31, 2011 and taken on record by the Board of
 Directors, 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 Act; and
 
 (f) In our opinion and to the best of our information and according to
 the explanations given to us, except for the indeterminate effects of
 the matters referred to in paragraph 4 above, 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 March 31, 2011;
 
 (ii) in the case of the 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.
 
 ANNEXURE TO AUDITORS'' REPORT
 
 Referred to in paragraph 3 of the Auditors'' Report of even date to the
 members of Welspun Global Brands Limited on the financial statements
 for the year ended March 31, 2011
 
 1.  (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 discrepancies between the book
 records and the physical inventory have been noticed. 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
 of by the Company during the year.
 
 2.  (a) Goods purchased by the Company from its supplier are
 immediately dispatched to customers. In the absence of any inventory
 being stocked by the Company, clauses (ii)(a) and (ii)(b) of paragraph
 4 of the Order are not applicable.
 
 (b) On the basis of our examination of the inventory records, in our
 opinion, the Company has maintained proper records of inventory.
 
 3.  (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.
 
 (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.
 
 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, fixed assets and for the sale of goods. 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,
 no major weakness have been noticed or reported.
 
 5.  According to the information and explanations given to us, there
 have been no contracts or arrangements referred to in Section 301 of
 the Act during the year to be entered in the register required to be
 maintained under that Section. Accordingly, the question of commenting
 on transactions made in pursuance of such contracts or arrangements
 does not arise.
 
 6.  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.
 
 7.  In our opinion, the Company has an internal audit system
 commensurate with its size and nature of its business.
 
 8.  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.
 
 9.  (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 cess 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, 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 as at March 31, 2011 and it
 has not incurred any cash losses in the financial year ended on that
 date or in the immediately preceding financial year.
 
 11.  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.
 
 12.  The Company has not granted any loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 
 13.  The provisions of any special statute applicable to chit fund/
 nidhi/ mutual benefit fund/ societies are not applicable to the
 Company.
 
 14.  In our opinion, the Company is not a dealer or trader in shares,
 securities, debentures and other investments.
 
 15.  In our opinion and according to the information and explanations
 given to us, the terms and conditions of the guarantees given by the
 Company, for loans taken by others from banks or financial institutions
 during the year, are not prima facie prejudicial to the interest 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.  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.
 
 18.  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.
 
 19.  The Company has not issued any debentures during the year.
 
 20.  The Company has not raised any money by public issues during the
 year.
 
 21.  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.
 
                                    For Price Waterhouse & Co.
 
                                    Firm Registration Number: 007567S
 
                                    Chartered Accountants
 
                                    Neeraj Gupta
 
 Place: Mumbai                      Partner
 
 Date: June 21, 2011                Membership Number F055158