To the members Gitanjali Gems Limited

Report on the Financial Statements for the year ended 31^st March, 2016

We have audited the accompanying financial statements of Gitanjali Gems Limited (“the Company”) which comprise the balance sheet as at 31^st March 2016, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of the financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on the financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31^st March, 2016, and its profit and its cash flows for the year ended on that date.

Emphasis of matter

We draw attention to

a. Note No. 27 (a) relating to 12% Non-Convertible Debenture issued to LIC where company has not paid overdue principal and interest aggregating to Rs. 241.74 lacs. Further, in respect of debentures installments maturing during the following year, the Company has not created liquid assets of Rs. 211 lacs as required under Rule 18 (7) (c) of the Company’s (Share capital and Debenture) Rule 2014.

b. Note No. 27 (b) relating to IDBI ECB where principal of USD 2.79 million (INR equiv 1,850.21 lacs ) is overdue.

c. Note No. 27 (c) relating to overdrawn position of Rs.5,295 Lacs in working capital borrowing from consortium of bankers.

d. Note No. 33 relating to non- payment of Self-Assessment Tax of Rs. 1,759.92 lacs for Assessment year 2013-14 and Assessment Year 2015-16.

e. Note No. 46 relating to loans and advances not in conformity with section 186 of the companies act, 2013

(As fully described in respective notes)

Our opinion is not qualified in respect of above matter

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), as issued by Central Government of India in terms of sub section (11) of section 143 of Companies Act, 2013 (18 of 2013) we give in the Annexure A , a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report that:

a. we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose 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 comply with the Accounting Standards referred to in Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014 ; and

e. On the basis of written representations received from the directors as on 31^st March 2016, and taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March 2016, from being appointed as a director in terms of sub section (2) of section 164 of the Companies Act, 2013.

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure B. Our report expresses an unqualified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

g. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements . As represented by the company the group does not expect any cash outgo and there will be no impact on the financial position of the group .Refer Note No. 29 and 53 to financial statement.

ii. As represented by the company, there are no foreseeable material losses in respect of long-term contracts including derivative contracts; Refer Note 49 to financial statement.

iii. There has been no delay in transferring amount required to be transferred to Investor Education and Protection Fund by the Company. Refer Note 48 to financial statement.

[Referred to in paragraph pertaining to “Report on Other Legal and Regulatory Requirement” of our Report of even date to the members of Gitanjali Gems Limited on the financial statements for the year ended 31^st March, 2016]

i. a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

b) During the year Fixed Assets have been physically verified by the management. The discrepancies between the book records and the physical inventory are not material and have been adjusted in the books. In our opinion, the frequency of verification is reasonable.

c) According to the information and explanations given to us and the records examined by us, we report that the title deeds of immovable properties are held in the name of the company except in respect of few land pieces where procedure for transfer in the name of the company are yet to be completed.

ii. The inventory has been physically verified by the management during the year and as at the year end. In our opinion, the frequency of verification is reasonable. On the basis of our examination of the inventory records, in our opinion, the company is maintaining proper records of inventory and there is no material discrepancies noticed on physical verification of inventory.

iii. The Company has granted unsecured loans, to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. These loans are Interest free and there are no stipulation as to repayment of the loan. In our opinion and according to the information and explanation given to us, the terms and conditions of the loans given by the company are prima facie not prejudicial to the interest of the company.

iv. In our opinion and according to information and explanation given to us, the company has complied with the provision of Section 186 of the Act with respect to its Investments. The company has given guarantees and security in compliance with section 185 and 186 of the Act. The company has granted Loans and advances u/s. 185 and 186 of the Act which as per the information and explanations given by the company to us and as described in the financial statements are interest free and given to promote the interest of the company are not in conformity of the provision of Section 186 of the Companies Act 2013. However, due to bad financial position some of these subsidiaries are unable to regularize the advances given earlier.

v. The Company has accepted deposits from the public, within the meaning of Sections 73 to 76 of Companies Act 2013 and the rules framed there under. In our opinion and according to the information and explanations given to us the company has complied with the provision of Section 73 to 76 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

vi. Reporting under clause 3(vi) of the order is not applicable as the Company’s business activities/ products are not covered by the Companies (Cost records and audit) Rule 2014 as prescribed under Section 148 of the Companies Act 2013.

vii. a) According to the information and explanations given to us and records of the Company examined by us, in our opinion, the Company is generally 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, custom duty, excise duty, cess and any other material statutory dues as applicable with the appropriate authorities however it is noticed that there has been delays in payment of some of the statutory dues. There are no undisputed statutory dues payable for a period of more than six months from the date they became payable as at 31^st March, 2016 except Self -Assessment Tax of ' 1,503.32 Lacs payable on or before 30th November, 2013 for Assessment Year 2013-14 and the Self - Assessment tax of ' 256.60 lacs for Assessment Year 2015-16 which is outstanding for a period of more than six months from the date it became payable. We are informed that this is due to continuing liquidity constraints faced by the company since May 2013 as described in Note no 33.

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, wealth tax, service tax, customs duty and cess as at 31^st March 2016, which has not been deposited on account of dispute, except the following:-

viii. Based on our audit procedures and as per the information and explanations given to us by the management, during the year there has been delay in timely repayment of its dues to banks for ECB and to financial institution for debentures. In respect of working capital facilities from banks there has been over drawings in the accounts and as at 31^st March, 2016, the accounts were overdiawn by Rs. 5,295 Lacs as given in Note No 27c. Following amounts which were due during the year are outstanding as at 31^st March 2016:

*The amount is not paid till date of this report.

ix. During the year the Company has not raised any Initial Public Offer or further public offer and the Company has not obtained any term loans except for External Commercial Borrowing from foreign branch of Indian Banks in preceding years. The loan has been utilized for the purpose for which it was availed.

x. Based upon the audit procedures performed and information and explanations given by the management, we report that we have not come across any instances of fraud by the Company, and no material fraud on the company by its officers /employees has been noticed or reported during the year, nor have we been informed of any such case by the management.

xi. In our opinion and according to information and explanation given to us, the company has paid /provided Managerial remuneration during the year in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act, 2013.

xii. The Company is not a Chit Fund Company/or nidhi/ mutual benefit fund/society and hence reporting under clause XII of the Order is not applicable.

xiii. In our opinion and according to information and explanations given to us, all transactions with related parties are in compliance with Sections 177 and 188 of the Companies Act, 2013 wherever applicable and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

xiv. The Company had in earlier year on receipt of 25% of the consideration as the subscription money issued fully convertible warrants. These warrants were issued on preferential basis to persons other than promoters. During the year, the company has issued equity shares in respect of these warrants against which balance amount has been received, as fully described in Note no 26 (j). Requirement of Section 42 of the Companies Act, 2013 has been complied and amount raised was used for purpose for which it was raised.

xv. In our opinion and according to information and explanations given to us ,during the year the company has not entered into non-cash transactions covered under Section 192 of Companies Act, 2013 with directors or persons connected with its directors and hence provision under Section 192 is not applicable.

xvi. The company is not engaged in the business of non-banking financial institution (NBFI) and it is not required to obtain a Certificate of Registration (CoR) from Reserve Bank of India in terms of Section 45-IA of the RBI Act, 1934.

For FORD RHODES PARKS & CO.LLP

Chartered Accountants

ICAI Firm Registration No.102860W/W100089

A.D. Shenoy

Partner

Membership No.11549

Place: Mumbai

Date : 28^th May 2016