We have audited the attached Balance Sheet of M/s. AGS INFOTECH
 LIMITED, as at 31st March, 2011 and the Profit and Loss account for the
 year ended on that date annexed thereto. 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.
 
 We conducted our audit in accordance with Auditing Standards generally
 accepted in India. Those Standards required 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
 an opinion:
 
 1.  As required by the Companies (Auditors Report) Order, 2003 issued
 by the Company''s Law Board in terms of Section 227 (4A) of the
 Companies Act, 1956, we annexure a statement on the matters specified
 in paragraph 4 & 5 of the said order.
 
 2.  Further to our comments in the Annexure referred to in paragraph
 (1) above,
 
 a.  We have obtained all the information and explanations, which to the
 best of our knowledge and belief we 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 such
 books.
 
 c.  The Balance Sheet and Profit and Loss Account referred to by this
 report are in agreement with the Books of Accounts.
 
 d.  In our opinion, the Balance Sheet and Profit and Loss Account
 comply with the Accounting Standards referred to in sub Section (3c) of
 Section 211 of the Companies Act, 1956.
 
 e.  On the basis of written representation received from the directors
 and taken on record by the Board of Directors, we report that none of
 the Directors of the Company are disqualified from being appointed as
 Director of the company in terms of section 274(1) (g) of the companies
 Act, 1956
 
 f.  In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts read with accounting
 policies and Notes on Accounts (Schedule -13) give the information
 required by the Companies Act, 1956 in the manner so required and give
 a true and fair view in conformity with the Accounting principles
 generally accepted in India:
 
 I) In the case of Balance Sheet, of the state of affairs of the Company
 as at 31st March 2011 and
 
 II) In the case of Profit and Loss Account of the Profit of the Company
 for the year ended on that date.
 
 ANNEXURE REFERRED TO IN PARAGRAPH 1 OF THE OUR REPORT OF EVEN DATE TO
 THE MEMBERS OF M/S AGS INFOTECH LIMITED, HYDERABAD ON THE ACCOUNTS FOR
 THE YEAR ENDED 31ST MARCH 2011
 
 1.  The Company has maintained proper records showing full particulars
 including quantitative details and situation of fixed assets. The fixed
 assets have been physically verified by the management in accordance
 with the program of verification adopted by the company. In our
 opinion, the frequency of verification is reasonable and to the best of
 our knowledge no material discrepancies were noticed on verification.
 
 2.  The Company is in Business of IT Services and software development
 and other incidental activities and does not carry any stores, spare
 parts, raw material or finished goods and no discrepancies were noticed
 on physical verification and the company is maintaining proper records.
 
 3.  As per information and explanations, furnished by the management,
 the Company has neither granted nor taken any loans to and from the
 companies, firms and other parties listed in the register maintained
 under Section 301 of the Companies Act 1956. Accordingly the Clauses
 4(iii) (b) to (d) of the order are not applicable.
 
 4.  In our opinion and according to the information and explanations
 given to us, there are adequate internal control procedures
 commensurate with the size of the company and the nature of its
 business for the purchase of Plant & machinery, equipment and other
 assets. During the course of our audit no major weaknesses has been
 noticed in the internal controls.
 
 5.  There has been no transactions of purchase of goods and materials
 and sale of goods, materials and services made in pursuance of
 contracts or arrangements entered in the register maintained under
 section 301 of the Companies Act, 1956, and aggregating during the year
 to Rs.50,000/- or more in respect of each party have been made at
 prices which are reasonable where the company render similar services
 to other parties.
 
 6.  The Company has not accepted any deposits from the public within
 the meaning of Section 58A and 58AA of the Companies Act, 1956, and the
 rules framed thereunder.
 
 7.  In our opinion, the Company has adequate internal audit system
 commensurate with the size and nature of its business,
 
 8.  The Central Government has not prescribed maintenance of cost
 records under Section 209 (1)(d) of the Companies Act, 1956
 
 9.  (a) According to the records of the Company, the Company is regular
 in depositing with appropriate authorities undisputed statutory dues
 including Provident Fund, Investor Education protection fund, the
 Employees State Insurance, Income tax, Wealth Tax, Sales Tax, customs
 duty, excise duty and cess, and other statutory dues applicable to
 it.(b) According to the records of the company there is no dispute
 about amount pending with regards to sales tax, Income tax and other
 statutory liability.
 
 10.  The company has no accumulated losses and has not incurred the
 cash loss during the year and in the immediately preceding financial
 year
 
 11.  Based on our audit procedures and on the information and
 explanation given by the management, we are of the opinion that the
 company has not defaulted in repayment of the dues to banks,
 
 12.  Based on our examination of the records and the information and
 explanations given to us the company has not granted any loans and/ or
 advances on the basis of security by way of pledge of shares,
 debentures and other securities.
 
 13.  Clause (xiii) of the order is not applicable to the company as the
 company is not a chit fund or a nidhi /mutual benefit fund/society.
 
 14.  In our opinion the company is not dealing in or trading in shares,
 securities debenture and other investments.
 
 15.  According to the information and explanations, given to us, the
 Company has not given guarantee for loans taken by others.
 
 16.  According to the information and explanation given to us, the term
 loans were applied for the purpose for which the loans were obtained.
 
 17.  Based on the examination of documents and records made available
 and on the basis of information and explanation given to us, the
 company has not used funds raised on short term basis for long term
 investments and vice versa.
 
 18.  The Company has not made any preferential allotment of shares to
 parties and companies covered in the Register maintained under section
 301 during the year.
 
 19.  No debentures has been issued by the Company during the year
 
 20. The Company has not raised money by public by public issued during
 the year
 
 21.  Based on Audit procedures performed and information explanations
 given by the management, I report that no fraud on or by the company
 has been noticed or reported during the course of our audit.
 
                           For Hariharan & Associates 
 
                           Chartered Accountants
 
 Place: Hyderabad         (M Hariharan)
 
 Date: 15.06.2011          Proprietor