We have audited the attached Balance Sheet of ALLIED DIGITAL SERVICES
 LIMITED (the Company), as at March 31st 2011, and also the Profit and
 Loss Account and the Cash Flow Statement 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 require 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
 our opinion.
 
 As required by the Companies (Auditor''s Report) Order, 2003 issued by
 the Department of Company Affairs, Government of India, in terms of
 Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure
 a statement on the matters specified in paragraphs 4 and 5 of the said
 Order on the basis of such checks as we considered appropriate and
 according to the information and explanations given to us.
 
 Further to our comments in the Annexure referred to above, we report
 that:
 
 i. We have obtained all the information and explanations, which to the
 best of our knowledge and belief were necessary for the purposes of our
 audit;
 
 ii. 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;
 
 iii. The Balance Sheet, Profit and Loss Account and the Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account;
 
 iv.  In our opinion, the Balance Sheet and Profit and Loss Account
 dealt with by this report comply with the accounting standards referred
 to in sub-section (3C) of section 211 of the Companies Act, 1956;
 
 v. On the basis of written representations received from the directors,
 as on March 31st 2011, and taken on record by the Board of Directors,
 we report that none of the directors is disqualified as on March 31st
 2011 from being appointed as a director in terms of clause (g) of
 sub-section (1) of section 274 of the Companies Act, 1956;
 
 vi. In our opinion and to the best of our information and according to
 the explanations given to us the said accounts, read with the Notes of
 Accounts thereon, 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:
 
 a.  in the case of the Balance Sheet, of the state of affairs of the
 Company as at March 31st 2011;
 
 b.  in the case of Profit and Loss Account, of the Profit for the year
 ended on that date; and
 
 c.  in the case of the Cash Flow Statement, of the cash flows for the
 year ended on that date.
 
 ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE TO THE
 SHAREHOLDERS OF ALLIED DIGITAL SERVICES LIMITED
 
 As required by the Companies (Auditors Report) Order, 2003 issued by
 the department of Company Affairs, Government of India in terms of
 Section 227(4A) of the Companies Act 1956 and on the basis of such
 checks of Books and records of the Company as we considered appropriate
 and according to the information and explanations given to us during
 the course of audit, we further state that:
 
 I (a) The Company has maintained proper records showing full
 particulars including quantitative details and situation of Fixed
 Assets.
 
 (b) We are informed that most of the Fixed Assets have been verified
 once during the year by the management, which in our opinion is
 reasonable having regard to the size of the Company and the nature of
 its assets. No material discrepancies were noticed by the management as
 compared with the records maintained by the Company.
 
 (c) The Company has not disposed off any fixed assets during the year
 so as to affect its going concern status.
 
 II (a) The Stock of Goods have been physically verified by the
 management during the year at reasonable intervals.
 
 (b) The procedure of physical verification of stocks followed by the
 management are reasonable and adequate in relation to the size of the
 Company and the nature of its business.
 
 (c) The Company is maintaining reasonable records of inventory. The
 discrepancies noticed on verification between the physical stock and
 book records were not material.
 
 III In respect of loans, secured or unsecured, granted or taken by the
 Company to/from companies, firms or other parties covered in the
 register maintained under section 301 of the companies Act, 1956;
 
 (a) The Company has granted loans secured / unsecured to the companies,
 firms or other parties listed in the register maintained under section
 301 of the Companies Act, 1956. The balance amount due to be received
 from these parties as on March 31st 2011 is Rs 645.48 Lacs. The maximum
 amount due from such loans during the year was Rs1606.61 Lacs.
 
 (b) The Company has not taken interest free / interest bearing loans,
 secured / unsecured loans during the year under review from any party
 and the balance outstanding as on March 31st 2011 is Rs Nil. The maximum
 amount involved during the year was Rs Nil.
 
 (c) The registers required to be maintained u/s 301 of the Companies
 Act 1956 have been maintained in the prescribed format by the Company.
 
 (d) In our opinion and according to the information and explanation
 given to us, the rate of interest in case of loan taken, wherever
 applicable and other terms and conditions are not prima- facie
 prejudicial to the interest of the Company.
 
 (e) In respect of the loans taken by the Company, the principal as well
 as interest is regularly paid by the Company.
 
 (f) There is no over due amount in respect of the loans taken by the
 Company.
 
 IV In our opinion and according to the information and explanation
 given to us, there are adequate internal control procedures
 commensurate with the size of the Company and the nature of the
 business, for the purchase of the inventory and fixed assets and for
 the sale of goods.
 
 V (a) The registers required to be maintained u/s 301 of the Companies
 Act 1956 have been maintained in the prescribed format by the Company.
 
 (b) In our opinion and according to the information given to us all the
 transactions entered into by the Company with related parties in
 pursuance to Section 301 of the Companies Act have been done with fair
 amount of reasonability vis-à-vis the prevailing market prices at the
 relevant time.
 
 VI The Company has not accepted any deposits from public during the
 year.
 
 VII The Company has Internal Audit system which is commensurate with
 its size and nature of its business.
 
 VIII No Cost Records have been prescribed by the Central Govt. under
 Clause (d) of Sub Section (1) of Section 209 of the Companies Act,
 1956.
 
 IX (a) According to the records of the Company, the Company has
 generally been regular in depositing with appropriate authorities the
 undisputed statutory dues such as Provident Fund, Employees State
 Insurance, VAT, CST, Custom Duty, Excise Duty, Cess and other statutory
 dues applicable to it. However some delays have been noticed in payment
 of some of the above liabilities.
 
 (b) According to the information and explanation given to us, details
 of Income Tax which has not been deposited on account of dispute is Nil
 
 X The Company does not have accumulated losses as at the end of the
 year and the Company has not incurred any cash losses in the current
 and immediately preceding financial year.
 
 XI As per the explanation and information given to us, the Company has
 not defaulted in repayment of any dues to any Financial Institution or
 Banks. There is no issue of any Debentures by the Company in the year
 under review or any of the preceding years.
 
 XII The Company has not granted loans and advances on the basis of
 security by way of pledge of Shares, debentures or other securities.
 
 XIII In our opinion, the Company is not a chit fund or a nidhi / mutual
 benefit fund / society. Therefore, the provision of clause 4 (xiii) of
 said order are not applicable to the Company.
 
 XIV In our opinion, the Company is not dealing in or trading in shares,
 securities, debentures and other investments.  Therefore the provision
 of clause (xiv) of the Companies (Auditor''s Report) Order, 2003 are not
 applicable to the Company.
 
 XV According to the information and explanation given to us, the
 Company has given guarantees for the loans taken by the subsidiaries
 companies from Banks and Financial Institutions. The details of the
 Guarantee are as follows:
 
 Sr. Name of the Company   Nature of Guarantee    Balance Outstanding as
 
 No.                                              at March 31st 2011
 
 1   Digicomp Complete     Corporate Guarantee
                           against Working
                           Capital Loan            INR 299.00 Lacs
     Solutions Ltd.
 
 2   Allied Digital
     Inc (USA)             Corporate Guarantee
                           against Term Loan       US$ 44.44 Lacs
 
 3   Allied Digital
     Services              Corporate Guarantee
                           in form of SBLC against US$ 25.00 Lacs
     LLC (formerly known   Working Capital Loan
     as EnPoint Global
     Services LLC)
 
 XVI According to the information and explanations given to us by the
 Company, term loans taken if any have been applied for the purpose for
 which they were obtained.
 
 XVII In our opinion and according to the information and explanations
 given to us and on an overall examination of the balance sheet of the
 Company, we report that funds raised on short term basis have not been
 used for long term investment.
 
 XVIII During the year, the Company has not made any preferential
 allotment of shares to the parties and the Companies covered in the
 register maintained under section 301 of the Act.
 
 XIX In our opinion and according to the information and explanation
 given to us, the Company has not issued any debentures during the
 period covered by our report. Accordingly, clause 4 (xix) of the said
 order is not applicable.
 
 XX During the period covered by our report, the Company has not raised
 any money by way of public issue.
 
 XXI According to the information and explanation given to us, no fraud
 on or by the Company has been noticed or reported during the course of
 our audit.
 
                                   For K. M. KAPADIA & ASSOCIATES 
                                            Chartered Accountants
 
                                                   F. No. 104777W
 
                                                             Sd/-
 Place: Mumbai                                   (KAMLESH KAPADIA)
 Date: August 22nd 2011                            M. No.: 039707