PART 3 FINANCIAL STATUS AND

MANAGEMENT DISCUSSIONS AND ANALYSIS

Financial Status

Summary of the consolidated financial statements for the years ended
March 31, 2014, March 31, 2013, March 31, 2012 is presented below:

+------------------------------------+----------+----------+----------+
|                                    |          | (Unit:   |          |
|                                    |          | Baht     |          |
|                                    |          | million) |          |
+------------------------------------+----------+----------+----------+
| Transactions                       | 2014     | 2013     | 2012     |
+------------------------------------+----------+----------+----------+
| Statement of Financial Position    |          |          |          |
+------------------------------------+----------+----------+----------+
| Cash and cash equivalents          | 1,340.10 | 2,134.75 | 470.72   |
+------------------------------------+----------+----------+----------+
| Trade accounts receivable - net    | 692.74   | 896.19   | 807.07   |
+------------------------------------+----------+----------+----------+
| Receiva                            | 44.55    | 21.45    | 92.89    |
| bles and loans – related companies |          |          |          |
+------------------------------------+----------+----------+----------+
| Inventories                        | 4,575.83 | 4,969.59 | 6,942.63 |
+------------------------------------+----------+----------+----------+
| Other current assets               | 40.49    | 95.01    | 171.70   |
+------------------------------------+----------+----------+----------+
| P                                  | 5,532.37 | 6,015.07 | 9,646.05 |
| roperty, plant and equipment – net |          |          |          |
+------------------------------------+----------+----------+----------+
| Other assets                       | 3,968.96 | 3,968.99 | 4,828.84 |
+------------------------------------+----------+----------+----------+
| Total assets                       | 1        | 1        | 2        |
|                                    | 6,195.04 | 8,101.05 | 2,959.90 |
+------------------------------------+----------+----------+----------+
|                                    |          | -        |          |
+------------------------------------+----------+----------+----------+
| Ban                                | 2,085.03 | 2,332.18 | 830.67   |
| k overdrafts and short-term loans  |          |          |          |
+------------------------------------+----------+----------+----------+
| Trade accounts payable             | 1,414.59 | 1,361.26 | 2,436.74 |
+------------------------------------+----------+----------+----------+
| Curren                             | 1,616.33 | 1,707.71 | 1,207.50 |
| t portion of long-term liabilities |          |          |          |
+------------------------------------+----------+----------+----------+
| Paya                               | 27.70    | 51.15    | 7.25     |
| bles and loans – related companies |          |          |          |
+------------------------------------+----------+----------+----------+
| Other current liabilities          | 575.37   | 592.74   | 497.86   |
+------------------------------------+----------+----------+----------+
| Long-term loans                    | 1,335.60 | 2,945.60 | 4,325.00 |
+------------------------------------+----------+----------+----------+
| Other liabilities                  | 123.95   | 138.66   | 127.53   |
+------------------------------------+----------+----------+----------+
| Total liabilities                  | 7,178.57 | 9,129.30 | 9,432.54 |
+------------------------------------+----------+----------+----------+
|                                    |          |          |          |
+------------------------------------+----------+----------+----------+

+------------------------------------+---------+----------+----------+
|                                    |         | (Unit:   |          |
|                                    |         | Baht     |          |
|                                    |         | million) |          |
+------------------------------------+---------+----------+----------+
| Transactions                       | 2014    | 2013     | 2012     |
+------------------------------------+---------+----------+----------+
| State                              |         |          |          |
| ment of Financial Position (Cont.) |         |          |          |
+------------------------------------+---------+----------+----------+
| Registered share capital           | 8       | 1        | 1        |
|                                    | ,421.54 | 1,025.58 | 1,025.58 |
+------------------------------------+---------+----------+----------+
| Paid-up capital                    |         |          |          |
+------------------------------------+---------+----------+----------+
|  Preferred shares                  | -       | 252.77   | 252.77   |
+------------------------------------+---------+----------+----------+
|  Ordinary shares                   | 8       | 8,168.77 | 8,168.77 |
|                                    | ,421.54 |          |          |
+------------------------------------+---------+----------+----------+
| Share premium                      | 3       | 3,388.83 | 3,258.63 |
|                                    | ,388.83 |          |          |
+------------------------------------+---------+----------+----------+
| Warrants                           | -       | -        | 130.20   |
+------------------------------------+---------+----------+----------+
| Convertible debentures             | -       | -        | -        |
+------------------------------------+---------+----------+----------+
| Unrealized ga                      | 0.60    | 1.30     | 1.59     |
| in from investment in subsidiaries |         |          |          |
+------------------------------------+---------+----------+----------+
| Legal reserve                      | 333.84  | 327.22   | 327.22   |
+------------------------------------+---------+----------+----------+
| Retained earnings (loss)           | (3,     | (3       | 1,389.64 |
|                                    | 117.03) | ,155.83) |          |
+------------------------------------+---------+----------+----------+
| Minority interest                  | (11.31) | (11.30)  | (1.46)   |
+------------------------------------+---------+----------+----------+
| Total shareholders’ equity         | 9       | 8,971.75 | 1        |
|                                    | ,016.47 |          | 3,527.36 |
+------------------------------------+---------+----------+----------+
|                                    |         |          |          |
+------------------------------------+---------+----------+----------+
| Statement of Income                |         |          |          |
+------------------------------------+---------+----------+----------+
| Revenue from sales of goods        | 25      | 2        | 2        |
|                                    | ,362.71 | 5,014.52 | 6,223.03 |
+------------------------------------+---------+----------+----------+
| Total revenues                     | 25      | 2        | 2        |
|                                    | ,440.10 | 5,252.19 | 6,343.09 |
+------------------------------------+---------+----------+----------+
| Cost of goods sold                 | 24      | 2        | 2        |
|                                    | ,236.73 | 4,724.57 | 6,629.04 |
+------------------------------------+---------+----------+----------+
| Gross profit                       | 1       | 289.96   | (406.00) |
|                                    | ,125.98 |          |          |
+------------------------------------+---------+----------+----------+
| S                                  | 792.02  | 776.96   | 765.82   |
| elling and administrative expenses |         |          |          |
+------------------------------------+---------+----------+----------+
| Impairment loss                    | -       | 3,600.03 | -        |
+------------------------------------+---------+----------+----------+
| Interest expense                   | 327.54  | 370.12   | 297.98   |
+------------------------------------+---------+----------+----------+
| Income tax                         | 53.02   | 335.83   | 235.84   |
+------------------------------------+---------+----------+----------+
| Prof                               | 30.78   | (4       | (1       |
| it (Loss) before minority interest |         | ,555.31) | ,585.59) |
+------------------------------------+---------+----------+----------+
| Net profit (Loss)                  | 30.79   | (4       | (1       |
|                                    |         | ,545.47) | ,580.59) |
+------------------------------------+---------+----------+----------+
| Earnin                             | 0.00    | (0.56)   | (0.19)   |
| gs (Loss) per share – basic (Baht) |         |          |          |
+------------------------------------+---------+----------+----------+
|                                    |         |          |          |
+------------------------------------+---------+----------+----------+

Tata Steel (Thailand) Public Company Limited

Statement of Cash Flows

For the years ended March 31, 2014, March 31, 2013 and March 31, 2012

[TABLE]

Financial Ratios

+------------------------------------------+--------+--------+--------+
| Financial Ratios                         | 2014   | 2013   | 2012   |
+------------------------------------------+--------+--------+--------+
| Liquidity ratio                          |        |        |        |
+------------------------------------------+--------+--------+--------+
|  Current ratio (times)                   | 1.17   | 1.34   | 1.70   |
+------------------------------------------+--------+--------+--------+
|  Quick acid ratio (times)                | 0.36   | 0.50   | 0.26   |
+------------------------------------------+--------+--------+--------+
| Capacity of assets utilization ratio     |        |        |        |
+------------------------------------------+--------+--------+--------+
|  Accounts receivable turnover (times)    | 31.92  | 29.37  | 25.30  |
+------------------------------------------+--------+--------+--------+
|  Accounts receivable collection (days)   | 12     | 12     | 14     |
+------------------------------------------+--------+--------+--------+
|  Inventory turnover (times)              | 16.67  | 14.37  | 18.26  |
+------------------------------------------+--------+--------+--------+
|  Fixed asset turnover (times)            | 4.41   | 3.22   | 2.61   |
+------------------------------------------+--------+--------+--------+
|  Total asset turnover (times)            | 1.48   | 1.23   | 1.10   |
+------------------------------------------+--------+--------+--------+
| Coverage ratio                           |        |        |        |
+------------------------------------------+--------+--------+--------+
|  Debt to Asset ratio (%)                 | 44     | 50     | 41     |
+------------------------------------------+--------+--------+--------+
|  Interest Coverage ratio (times)         | 3.07   | 1.73   | 0.87   |
+------------------------------------------+--------+--------+--------+
|  Debt to Equity ratio (times)            | 0.80   | 1.02   | 0.70   |
+------------------------------------------+--------+--------+--------+
| Efficiency ratio                         |        |        |        |
+------------------------------------------+--------+--------+--------+
|  Net profit margin (%)                   | 0.12   | (18.0) | (6.0)  |
+------------------------------------------+--------+--------+--------+
|  Return on total assets (%)              | 0.2    | (22.1) | (6.6)  |
+------------------------------------------+--------+--------+--------+
|  Return on equity (%)                    | 0.3    | (40.4) | (11.0) |
+------------------------------------------+--------+--------+--------+
|  Gross Profit margin (%)                 | 4.4    | 1.2    | (1.5)  |
+------------------------------------------+--------+--------+--------+
|  Operating profit margin (%)             | 1.6    | (15.2) | (3.9)  |
+------------------------------------------+--------+--------+--------+

Management Discussion & Analysis

Financial Performance

Revenues

April 2013 - March 2014

Revenue from sales of the products made by the Company’s subsidiaries
was Baht 25,362.71 million. The distribution of the revenue across
product lines was 58%, 27% and 5% through domestic sales of rebars, wire
rods and small sections including others, respectively. The balance 10%
was generated through international sales.

Other income of the Company and its subsidiaries amounted to Baht 77.38
million, representing 0.30 % of total revenues. It comprised mainly of
compensation from insurance company of Baht 33.33 million, interest
income of Baht 20.59 million, gain on asset sale & material sale of Baht
10.00 million, gain from negotiated settlements of trade creditors
arising from restructuring of Baht 2.89 million, and other income of
Baht 10.57 million.

April 2012 - March 2013

Revenue from sales of the products made by the Company’s subsidiaries
was Baht 25,014.52 million. The distribution of the revenue across
product lines was 51%, 37% and 6% through domestic sales of rebars, wire
rods and small sections including others, respectively. The balance 6%
was generated through international sales.

Other income of the Company and its subsidiaries amounted to Baht 237.67
million, representing 0.94 % of total revenues. It comprised mainly of
compensation from insurance company of Baht 101.46 million, Baht 65.79
million gain from negotiated settlements of trade creditors arising from
restructuring, gain on exchange rate of Baht 42.04 million, interest
income of Baht 14.55 million and other income of Baht 13.83 million.

April 2011 - March 2012

Revenue from sales of the products made by the Company’s subsidiaries
was Baht 26,223.03 million. The distribution of the revenue across
product lines was 48%, 40% and 5% through domestic sales of rebars, wire
rods and small sections including others, respectively. The balance 7%
was generated through international sales.

Other income of the Company and its subsidiaries amounted to Baht 120.05
million, representing 0.45% of total revenues. It comprised mainly of
gain on store sales of Baht 39 million, penalty of Liquidated damages
for non-fulfillment of the performance guarantee (MBF Project) of Baht
35.00 million, exchange rate of Baht 23.73 million, interest income of
Baht 8.34 million and other income of Baht 13.98 million.

Analysis of changes in revenue structure

The net sales of the company for the year ended (April 2013-March 2014)
was Baht 25,362.71 million from sales volume of 1,298,000 tons
(Year/April 2012-March 2013: Baht 25,014.52 million from sales volume of
1,175,000 tons), thereby showing an increase of 10% over the previous
year. The improvement in sales is primarily on account of demand from
ongoing projects, increased reach in upcountry market & export to
neighboring countries.

The net sales of the company for the year ended (April 2012-March 2013)
was Baht 25,014.52 million from sales volume of 1,175,000 tons
(Year/April 2011-March 2012: Baht 26,223 million from sales volume of
1,139,000 tons), thereby showing an increase of 3% over the previous
year. However, the total net sales in MB decreased by 5% due to the
reduction in global steel prices in 2012 as compared to 2011. Higher
imports of wire rods from China at lower prices also caused adverse
impact on the revenue of the company as the sales prices of wire rods
had to be adjusted downwards to retain share with the customers.

The net sales of the company for the year ended (April 2011-March 2012)
was Baht 26,223 million from sales volume of 1,139,000 tons (Year/April
2010-March 2011: Baht 26,761 million from sales volume of 1,289,000
tons) thereby showing a decrease of 2% and 12%, respectively. While the
sale volume decrease of 12% is attributed to the lower volume in Q3 Fy12
due to floods, company could get comparatively higher prices and
improved its product mix in Fy12 to restrict the sales revenue shortfall
to just 2% over last year.

Cost of goods sold and Gross profit margin

April 2013 - March 2014

Cost of goods sold of the Company and its subsidiaries was Baht
24,236.73 million, equivalent to 95.56% of the total revenue from sales.
Gross profit margin was 4.43% of the total revenue from sales.

April 2012 - March 2013

Cost of goods sold of the Company and its subsidiaries was Baht
24,724.56 million, equivalent to 98.84% of the total revenue from sales.
Gross profit margin was 1.16% of the total revenue from sales.

April 2011 - March 2012

Cost of goods sold of the Company and its subsidiaries was Baht
26,629.03 million, equivalent to 101.55% of the total revenue from
sales. Gross profit margin was (1.55%) of total revenue from sales. The
low gross margin was due to one-time extraordinary expense of Baht (408)
Million.

Analysis on changes in Cost of goods sold and Gross profit margin

For the period of April 2013 - March 2014, gross profit of the Company
and its subsidiaries reported a margin of 4.43% owing to improved
average cost of goods sold by Baht 2,300 per ton over last year. While
the sales realization showed a decrease by Baht 1,800 per ton, a higher
reduction in the cost of goods sold arising out of “operations
excellence” helped improve the gross profit margin by Baht 500 per ton
over last year.

For the period of April 2012 - March 2013, gross profit of the Company
and its subsidiaries reported a margin of 1.16% owing to improved
average cost of goods sold by Baht 2,400 per ton over last year. While
the sales realization showed a decrease by Baht 1,700 per ton, a higher
reduction in the cost of goods sold arising out of “operations
excellence” helped improve the gross profit margin by Baht 700 per ton
over last year.

For the period of April 2011 - March 2012, gross profit of the Company
and its subsidiaries reported a margin of (1.55%). While, the sales
realization was higher by Baht 2,300 than last year, the cost increase
in metallic led to a higher cost of goods sold. The cost also includes
one-time expense of Baht 408 Million pertaining to the mothball of Mini
Blast Furnace thereby leading to a total cost increase of Baht 2,600 per
ton and therefore showing a gross profit margin drop by Baht 300 per ton
over last year.

Net Profit (Loss)

April 2013 - March 2014

Net Profit of the Company and its subsidiaries was Baht 30.79 million as
compared to Baht (4,545.47) million of last year.

April 2012 - March 2013

Net loss of the Company and its subsidiaries was Baht (4,545.47)
million. This includes one-time impairment charge of Baht (3,600)
million and reversal of Deferred Tax Asset of Baht (286) million.
Without these one-time charges, the Net profit (loss) for the year would
be Baht (659.47) million as compared to Baht (893.59) million of last
year.

April 2011 - March 2012

Net loss of the Company and its subsidiaries was Baht (1,580.59)
million. This includes one-time MBF mothball of Baht (415) million
charge and reversal of Deferred Tax Asset of Baht (272) million. Without
this one time charge, the Net profit (loss) for the year would be Baht
(893.59) million as compared to Baht (976.00) million of last year.

Analysis on changes in the net profit (loss)

For the Period April 2013 - March 2014, net profit of the Company and
subsidiaries was Baht 30.79 million as compared to Baht (4,545.47)
million of last year. The improved performance for this year has been
due to tight control on working capital, continued focus on cost,
improved product and superior customer service.

For the Period April 2012 - March 2013, net loss of the Company and
subsidiaries was Baht (4,545.47) million. The increase is of Baht
(2,964.88) million when compared with a loss of Baht (1,580.59) million
in the previous year. The difference is mainly due to the one-time
impairment charge of Baht (3,600) million coming from the impairment
testing exercise, carried out in line with the TAS 36 requirements.
Accordingly, the Company has impaired plant & equipment at its
subsidiary, NTS Steel Group PCL and has also carried out the deferred
tax asset write-back of Baht (286) million on account of the probability
to taxable profit that cannot be utilized.

For the Period April 2011 - March 2012, net loss of the Company and
subsidiaries was Baht (1,580.59) million. This represents an increase of
Baht (604.59) million when compared with a net loss of Baht (976.00)
million in the previous year. The difference was mainly due to the
one-time expenditure of Baht (415) million arising out of the moth ball
of MBF and Deferred Tax Assets write-back of Baht (272) million on
account of reduction in corporate tax rate.

Financial status

Assets

Composition of assets

As on March 31, 2014, the Company and its subsidiaries had total assets
of Baht 16,195.04 million. It was composed of current assets, property,
plant and equipment (net) and other assets of Baht 6,693.70 million,
Baht 5,532.37 million and Baht 3,968.97 million, respectively. Other
assets included goodwill of Baht 3,456.01 million, deferred tax assets
of Baht 228.03 million, Income tax refundable of Baht 204.24 million,
and others.

Asset Quality

As on March 31, 2014, the Company and its subsidiaries had trade
accounts receivables net of allowance for doubtful accounts of Baht
692.73 million. 92.05% of these receivables were from unrelated parties
and 7.95 % were from related parties. With respect to the quality of the
Company’s trade accounts receivables, it was regarded as “good”
indicating that 99% of trade accounts receivables were less than three
months of age.

The Company and its subsidiaries have set a policy for provision for
doubtful accounts based on an estimate of receivables expectedly
uncollectible using historical collection experience and review of
current status of existing receivables. As on March 31, 2014, the
Company and its subsidiaries set aside a provision for doubtful accounts
amounting to Baht 22.18 million, equivalent to 3.20% of total trade
accounts receivables, all of which were against the NTS’ trade accounts
receivable accumulated prior to the merger in 2006.

In addition, as on March 31, 2014, the Company had set an allowance for
diminution in value of the inventory, for obsolescence and slow-moving
items of Baht 48.84 million. The provision was in conjunction with Thai
Accounting Standard No. 2 “Inventories.” The Company and its
subsidiaries will review this on an annual basis.

Liquidity

As on March 31, 2014, the Company and its subsidiaries had a net
decrease in cash and cash equivalents of Baht 794.65 million as compared
to the previous year. The change was due to an increase in net cash from
operating activities amounting to Baht 1,192.12 million. This comprised
of operating profit before changes in operating assets and liabilities
of Baht 1,006.28 million and a decrease in changes in operating assets
and liabilities of Baht 185.84 million largely due to the decrease in
the inventory. With respect to investing activities, a net cash flow of
Baht 41.12 million was used up for additional investment in fixed
assets. Net cash of Baht 1,945.64 million was paid for financing
activities towards short–term loan draw down of Baht 247.14 million,
long-term loan repayment of Bath 1,650.00 million and payments made to
creditors of NTS restructuring amounting to Baht 48.50 million.

As on March 31, 2013, the Company and its subsidiaries had a net
increase in cash and cash equivalents of Baht 1,664.03 million as
compared to the previous year. The change was due to an increase in net
cash from operating activities amounting to Baht 1,175.36 million. This
comprised of operating profit before changes in operating assets and
liabilities of Baht 641.56 million and a decrease in changes in
operating assets and liabilities of Baht 533.80 million largely due to
the decrease in the inventory. With respect to investing activities, a
net cash flow of Baht 199.43 million was used up for additional
investment in fixed assets. Net cash of Baht 688.11 million was paid for
financing activities towards short–term loan draw down of Baht 1,501.51
million, long-term loan repayment of Bath 750.00 million and payments
made to creditors of NTS restructuring amounting to Baht 63.40 million.

As on March 31, 2012, the Company and its subsidiaries had a net
decrease in cash and cash equivalents of Baht 340.27 million from the
previous year. The change was due to decrease in net cash from operating
activities amounting to Baht 481.00 million. This comprised of operating
profit before changes in operating assets and liabilities of Baht 257.98
million, and an increase in changes in operating assets and liabilities
of Baht 738.97 million largely due to the addition in inventory and
decreasing in trade accounts payable, decreasing in other assets. With
respect to investing activities, a net cash flow of Baht 139.94 million
was due to the additional investment in fixed assets. Net cash of Baht
280.67 million was paid for financing activities towards short–term loan
draw down of Baht 830.67 million and long-term loan repayment of Bath
550.00 million.

Sources of Capital Funds

Appropriateness of capital structure

As on March 31, 2014, the Company and its subsidiaries’ had a debt to
equity ratio of 0.79 times while it was 1.02 times in 2013.

Shareholders’ equity

As on March 31, 2014, the Company and its subsidiaries had shareholders’
equity of Baht 9,016.47 million consisting of the paid-up capital from
ordinary shares and preferred shares totaling Baht 11,810.36 million.
The retained earnings (deficit) was Baht (3,117.02) million, the legal
reserve was Baht 333.84 million, Unrealised gain on remeasuring
available-for-sale investments was Baht 0.60 million and Non-controlling
interests was Baht (11.31) million.

Liabilities

As on March 31, 2014, the Company and its subsidiaries had liabilities
amounting to Baht 7,178.57 million consisting of current liabilities of
Baht 5,719.03 million and Baht 1,459.54 million for non-current
liabilities, representing 79% and 21% of total liabilities,
respectively. Current liabilities included short-term borrowing from
financial institutions of Baht 2,085.03 million, long-term loan from
financial institutions Baht 1,610.00 million, trade and other payables
of Baht 1,948.72 million and other current liabilities of Baht 75.28
million. Non-current liabilities included long-term loan from financial
institutions of Baht 1,065.00 million, long-term borrowing from a
related party of Baht 270.60 million and other liabilities of Baht
123.94 million.

Borrowings from financial institutions :

1. Short-term borrowing

As at March 31, 2014 and 2013, the Group has borrowing from a financial
institution in the amount of Baht 1,163 million and Baht 1,433 million,
respectively, bearing the interest rate at BIBOR + 2% per annum. The
Group entered into an agreement to obtain short-term credit facilities
of Baht 1,500 million, for scrap purchasing among the Company’s related
parties. Subsequently, on March 3, 2014, the Group increased such credit
limit totaling of Baht 1,698 million.

As at March 31, 2014 and 2013, the Group has borrowing from another
financial institution in the amount of Baht 922 million and Baht 899
million, respectively, bearing the interest rate at BIBOR + 2% per
annum. The Group entered into an agreement to obtain short-term credit
facilities of Baht 968 million, for utilities financing.

As at March 31, 2014 and 2013, the Group has agreements with 8 local
financial institutions to obtain credit facilities of Baht 6,723 million
and Baht 6,375 million, respectively, for working capital. The interest
rates of these credit facilities are as follows:

+-------------------------------------+--------------------------------+
|   Credit Line                       |   Interest rate                |
+-------------------------------------+--------------------------------+
|                                     |                                |
+-------------------------------------+--------------------------------+
|   1) Bank Overdraft                 | Minimum Overdraft Rate (MOR)   |
+-------------------------------------+--------------------------------+
|   2) Trust receipts (Baht)          | Money Market Rate (MMR)        |
+-------------------------------------+--------------------------------+
|   3) Promissory note                | Money Market Rate (MMR)        |
+-------------------------------------+--------------------------------+

As at March 31, 2014 and 2013, the Group has withdrawn the loans
including letters of credit and trust receipts totaling Baht 1,120
million and Baht 1,071 million, respectively.

2. Long-term borrowings

The long term borrowings comprising of 2 loan agreements, the 1st dated
November 29, 2006 for Baht 5,000 million with interest rate at MLR -
1.25% p.a., and the 2nd dated November 9, 2007 for Baht 3,500 million
with interest rate at MLR - 2.00% p.a. and their amendments thereto. The
loans are secured by the property, plant and equipment of all
subsidiaries as mentioned in Note 8. The loans contain restrictions on
financial ratios and shareholders’ structure which is in accordance with
requirements in loan agreement from financial institutions.

The Group has approached the Lenders for installment rescheduling to
match with projected debt servicing capability based on current business
scenario, which is under active consideration of the Lenders and
negotiations are nearing conclusion. Pending finalization of such
amendments to the agreements, the Group has maintained installment
payments in line with existing terms.

In addition, as at March 31, 2014, the Company had a debt service
coverage ratio (“DSCR”) lower than the required ratio specified in the
loan agreements with two financial institutions. Waiver for compliance
of DCSR specified in the loan agreements was obtained from a lender and
it is expected to be received from another lender in the quarter ended
June 30, 2014.

Major factors potentially affecting its operation and financial status
in the future

Contingent Liabilities potentially affecting its operation and financial
status in the future

As of March 31, 2014, the Company had contingent liabilities as follows:

1.  Its subsidiaries had Letter of Credit (L/C) amounting to Baht 48
    million opened but were not under the liabilities’ condition.

1.  Letters of guarantee issued by the commercial banks to the Revenue
    Department mounting Baht 378 million.

2.  Its subsidiaries had obligations under the purchase and installation
    agreement of machineries totaling of Baht 42.8 million

3.  The Company and its subsidiaries had obligations under lease
    agreements (including service fee) amounting to Baht 116 million.

Other factors potentially affecting Company’s operation and financial
status in the future

Other factors that may affect Company’s operation and financial status
in the future are shown as the risk in item “Risk Factors”, and item
“Notes to Financial Statements”, No. 25 : Financial Instruments.

Auditor remuneration

Audit fee

For the period April 2013 - March 2014, the Company and its subsidiaries
paid audit fee of Baht 4,080,000.

Non-audit fee

For the period of April 2013 - March 2014, the Company and its
subsidiaries paid a fee such as audit procedures of the consolidated
reporting packages (Indian GAAP), travelling, per diem, lodging etc. of
Baht 2,418,323 to its auditor, the audit firm affiliated with the
auditor, individuals or business entities related to the auditor and its
affiliated audit firm.