Configuración de la interfaz de traza

Auditors Report

The Board of Directors, Ace Tours Worldwide Limited

F-22-23-24, Jolly Arcade, Ghod Dod Road,

Surat – 395 007, Gujarat.

Subject: Financial Information of Ace Tours Worldwide Limited

Dear Sir,

We have examined the financial information of Ace Tours Worldwide Limited annexed to this report, initialed by us for identification, which has been prepared in accordance with the requirements of:

Paragraph B, of Part II of Schedule II of the Companies Act, 1956 (“the Act”), and the amendments thereof

The Securities and Exchange Board of India (Issue of Capital & Disclosure Requirement Regulation) 2009 issued by the Securities and Exchange Board of India (“SEBI”) and amendments made thereto from time to time in pursuance of section 11 of the Securities and Exchange Board of India Act, 1992; and

Our engagement with the Company requesting us to examine the financial information referred to above and proposed to be included in the offer document of the Company in connection with its Proposed Issue.

In terms of Schedule VIII, Clause IX of the SEBI (ICDR) Regulations, 2009 and other provisions relating to accounts of the Ace Tours Worldwide Limited, we, M/s. Arvind A. Thakkar & Co., Chartered Accountants, have been subjected to the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the „Peer Review Board‟ of the ICAI.

Audit of the financial statements for the years ended 31st March 2013, 31st March 2012, 31st March 2011, 31st March 2010, 31st March 2009 has been conducted by Company‟s Statutory Auditor, M/s. Rasesh Shah and Associates, Chartered Accountants. Further, financial statements for the year ended 31st March 2012 and 31st March 2013 has been re-audited by us as required under the SEBI ICDR Regulations. This report, in so far as it relates to the amounts included for the financial years ended 31st March 2013, 31st March 2012, 31st March 2011, 31st March 2010 and 31st March 2009 is based on the audited financial statements of the Company which were audited by the Statutory Auditor, M/s Rasesh Shah and Associates, Chartered Accountants and whose Auditors‟ report has been relied upon by us for the said periods.

Financial Information of the Company

We have examined:

The attached summary statement of Restated Assets & Liabilities of the Company as at March 31 2009, 2010, 2011, 2012 and 2013 as prepared by the company and approved by the Board of Directors. (Annexure - I).

The accompanying summary statement of Restated Profits & Losses of the Company for the year ended March 31 2009, 2010, 2011 and 2012 and 2013 as prepared by the Company and approved by the Board of Directors. (Annexure – II)

The accompanying summary statement of cash flow of the company for the year ended March 31 2009, 2010, 2011, 2012 and 2013 as prepared by the Company and approved by the Board of Directors (Annexure – III)

These statements reflect the Assets and Liabilities and Profits and Losses for each of the relevant years as extracted from the balance sheet and profit and loss account for those years. These financial statements for all the years have been approved by the Board of Directors of the Company and adopted by the members of the Company for the respective years. The Restated financial statements have been made after making such adjustments and regroupings and after incorporating material amounts and auditor‟s qualification requiring adjustments as in our opinion are appropriate and are described fully in the Notes appearing in Annexure V and Annexure VI to this report.

Based on our examination of these summary statements we confirm that the restated financial information has been made in accordance with the provisions of sub-clause (B) of clause (IX) of Part A of Schedule VIII of the SEBI ICDR Regulations, and after incorporating:

Adjustments suggested in paragraph 9 of sub-clause (B) of clause (IX) of Part A of Schedule VIII of the SEBI ICDR Regulations,

The prior period items which are required to be adjusted are properly stated.

There are no extra-ordinary items that need to be disclosed separately in the accounts.

The accounting policies applied for each of the year ended March 31 2009, 2010, 2011, 2012 and 2013 is materially consistent with the existing Accounting Standards (Annexure IV) except stated otherwise in Annexure-XX

The Restated profits have been arrived at after charging all expenses including depreciation and after making such adjustments and regrouping as in our opinion are appropriate in the year to which they are related as described in restated Financial Statement.

There was no qualification in the audit reports issued by the statutory auditors for the respective years which would require adjustment in these Restated Financial Statements

Other Financial information

We have also examined the following financial information relating to the Company prepared by the management and approved by the Board of Directors for the purpose of inclusion in the Offer Document:

Statement of Other Income as appearing in Annexure VII to this report.

Statement of Accounting & Other Ratios as appearing in Annexure VIII to this report. Statement of Capitalization of the company as appearing in Annexure IX to this report. Statement of Tax Shelters as appearing in Annexure X to this report.

Statement of Secured Loans as appearing in Annexure XI to this report. Statement of Unsecured Loans as appearing in Annexure XII to this report. Statement of Sundry Debtors as appearing in Annexure XIII to this report. Statement of Loans and Advances as appearing in Annexure XIV to this report.

Statement of Contingent Liabilities & Capital Commitments as appearing in Annexure XV to this report. Statement of Related Party Transaction as appearing in Annexure XVI to this report.

Statement of Dividend paid as appearing in Annexure XVII to this report Statement of Investments as appearing Annexure XVIII to this report.

Details of Qualification in Auditors Report as Appearing in Annexure XIX to this report Details of Changes in significant Policies as Appearing in Annexure XX to this report

In our opinion, the above financial information of the Company read with Significant Accounting Policies & Notes to Accounts attached in Annexure IV, V & VI to this report, after making adjustments and regrouping as considered appropriate has been prepared in accordance with Part II of the Schedule II of the Act and the SEBI (ICDR) Regulations issued by SEBI, as amended from time to time subject to and read with other notes.

This report should not be in any way construed as a re-issuance or re-dating of any of the previous audit reports issued by us or other statutory auditor, nor should this report be construed as a new opinion on any of the financial statements referred therein.

This report is intended solely for your information and for inclusion in the Offer document in connection with the issue of Equity shares of the Company and is not be used, referred to or distributed for any other purpose without our written consent.

Thanking you

For M/s. Arvind A. Thakkar & Co. Chartered Accountants

___________________