1.  We have audited the attached Consolidated Balance Sheet of 3i
 Infotech Limited (the Parent Company), its Subsidiaries and a Joint
 Venture collectively referred to as the 3i Infotech Group as at March
 31, 2011, the Consolidated Proft & Loss Account and also the
 Consolidated Cash Flow Statement for the year ended on that date
 annexed thereto. These Financial Statements are the responsibility of
 the Parent Companys management and have been prepared by them on the
 basis of separate fnancial statements and other fnancial information
 regarding components. Our responsibility is to express an opinion on
 these fnancial 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
 fnancial statements are free of material misstatement. An audit
 includes, examining on a test basis, evidence supporting the amounts
 and disclosures in the fnancial statements. An audit also includes
 assessing the accounting principles used and signifcant estimates made
 by management, as well as evaluating the overall consolidated fnancial
 statement presentation. We believe that our audit provides a reasonable
 basis for our opinion.
 
 3.  a) The fnancial statements of 5 subsidiaries, whose fnancial
 statements refect total assets of ` 785.44 crores as at March 31, 2011
 and total revenue of ` 895.02 crores for the year ended on March 31,
 2011 have been jointly audited with other auditor.
 
 b) We have not audited the fnancial statements of:
 
 12 subsidiaries included in the consolidated fnancial statements whose
 fnancial statements refect total assets of ` 1,494.70 crores as at
 March 31, 2011; as well as the total revenue of ` 675.63 crores for the
 year ended March 31, 2011. These fnancial statements and other fnancial
 information have been audited by other auditors whose reports have been
 furnished to us, and our opinion is based solely on the report of such
 other auditors.
 
 4.  The fnancial statements of a joint venture in Nigeria, whose
 fnancial statements refect total assets of ` 1.88 crores as at March
 31, 2011 and total revenue of ` 1.13 crores representing 47.5
 percentage share of the 3i Infotech group, for the year ended on March
 31, 2011, has not been audited. Our opinion is solely based on the
 management certifcate provided to us.
 
 5.  We report that the consolidated fnancial statements have been
 prepared by the Parent Companys management in accordance with the
 requirements of the Accounting Standards (AS) 21 - Consolidated
 Financial Statements and AS 27 - Reporting of Interests in Joint
 Ventures prescribed by Companies (Accounting Standards) Rules, 2006 as
 amended from time to time.
 
 6.  Subject to the matter referred to in paragraph 4 above, based on
 our audit and on consideration of reports of other auditors on separate
 fnancial statements and the other fnancial information of the
 components and to the best of our information and according to the
 explanations given to us, we are of the opinion that the attached
 Consolidated Financial Statements read together with notes appearing in
 Schedule XIII of Signifcant Accounting Policies and Notes to Accounts
 give a true and fair view in conformity with the accounting principles
 generally accepted in India:
 
 (i) in the case of Consolidated Balance Sheet, of the state of affairs
 of the 3i Infotech Group as at March 31, 2011;
 
 (ii) in the case of Consolidated Proft and Loss Account, of the proft
 of the 3i Infotech Group for the year ended on that date; and
 
 (iii) in the case of Consolidated Cash Flow Statement, of the cash fows
 of the 3i Infotech Group for the year ended on that date.
 
 For R.G.N. Price & Co.                For Lodha & Co.
 
 Firm Registration No: 002785S         Firm Registration No: 301051E
 
 Chartered Accountants                 Chartered Accountants
 
 Mahesh Krishnan                       R.P. Baradiya
 
 Partner                               Partner
 
 Membership No. 206520                 Membership No. 44101
 
 Place: Dubai                          Place: Dubai
 
 Date: April 22, 2011                  Date: April 22, 2011