We have audited the attached Balance sheet of Alps BPO Services
 Limited, Ahmedabad as at 31st March 2008 together with the Profit &
 Loss Account for the year ended on that date annexed there to and
 report that:
 
 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 check basis, evidence supporting the amounts and
 disclosures made by management, as well as evaluating the overall
 financial statement presentation. We believe that our audit provides a
 reasonable basis for our opinion.
 
 1.  As required by the Companies (Auditors report) Order, 2003 issued
 by the Central Government in terms of Section 227(4A) of the companies
 Act, 1956, we give in the 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, We report that:
 
 a.  We have obtained all the information and explanations which to the
 best of our knowledge and belief were necessary for the purpose of our
 audit.
 
 b.  In our opinion proper books of accounts as required by law have
 been kept by the company so far as it appears from our examination of
 books of accounts.
 
 c.  In our opinion the Balance Sheet and Profit & Loss Account are
 drawn up in accordance with the accounting standards referred to in
 Section 211 (3C) of the companies Act, 1956 subject to the
 
 Note No. 3 of notes forming parts of the accounts regarding payment /
 provision of the amount of Gratuity, Provident Fund Payments,
 Employees State Insurance Payments:
 
 Note 1 1. relating to interest free advance made to parties listed in
 register maintained under section 301 or Companies under section
 370(1-B) of the Companies Act, 1956 amounting to Rs. 3333791/-(Rs.
 3333791/-P.Y) as a security deposit;
 
 Note 12: relating to non - amortization of preliminary and public issue
 exps. and consequent under charge to the profit of the company amount
 to Rs. 410742/-.
 
 Note 13: relating to interest free loans and advances to corporate
 amounting to Rs. 389564425/- (Rs. 389564425/- P.Y.)
 
 Note 14: relating to advances given for land purchase amounting to Rs.
 275200000/- where final sale deed of land is pending.
 
 d.  The Balance Sheet & Profit Account dealt with by report are in
 agreement with the books of accounts.  .
 
 e.  On the basis of written representations received from the directors
 and taken on records by the Board of Directors we report that none of
 the directors of the company are disqualified from being appointed as
 directors of the company under clause (g) of sub-section (1) of section
 274 of the companies Act, 1956.
 
 f.  In our opinion, and to the best of our information and according to
 the explanation given to us the said accounts subject to the notes
 thereon gives the information required and gives a true & fair view.
 
 1.  In the case of Balance Sheet, of the state of affairs of the
 company as at 31st March 2008.
 
 AND
 
 2.  In the case of Profit and Loss Account of the Loss for the year
 ended on that date.
 
 ANNEXURE TO THE AUDITORS REPORT Annexure to the Auditors Report
 referred to in paragraph 1 of our report of even date on the accounts
 for the year ended on 31st March, 2008 of Alps BPO Sendees Limited.
 
 (i) (a) The company has maintained proper records show full particulars
 including quantitative details and situation of Fixed Assets.
 
 (b) Major portion of Fixed Assets of the company have been physically
 verified by the management and no discrepancy was noticed on such
 verification.
 
 (c) None of the fixed assets has been revalued during the year.
 
 (ii) (a) The stocks of finished goods, stores, spare parts, raw
 materials & items treated have been physically verified during the year
 by the management. In our opinion, the frequency of verification is
 reasonable.
 
 (b) The procedures of physical verification of stock followed by the
 management are reasonable and adequate in relation to the size of the
 company and nature of its business.
 
 (c) On the basis of the records presented before us, there were no
 material discrepancies noticed on physical verification of stocks, as
 compared to book records and the same has been properly dealt with in
 the books of account.
 
 (d) On the basis of our examination of stock records, we are of the
 opinion that the valuation of stocks is fair and proper and in
 accordance with normally accepted accounting principles and is on the
 basis as it was in the preceding year.
 
 (iii) In our opinion the terms and conditions on which loans have been
 taken from the firm & other parties listed in the register maintained
 under section 301 are not prima facie, prejudicial to the interest of
 the company.
 
 (iv) The company has given loans secured or unsecured to companies,
 parties or firm listed in the register maintained under section 301 of
 the companies act, 1956 is prima facie prejudicial to the interest of
 the company.
 
 (v) In respect of loans and Advances of the nature of loans given by
 the company, parties have generally not repaid the principal amount, as
 informed to us, in absence of any stipulation and the company has not
 charged interest, on most of such loans.
 
 (vi) In our opinion & according to the information and explanations
 given to us there are adequate internal control procedures to
 commensurate with size of the company & nature of its business with
 regard to purchase of stores, raw materials, items traded including
 components, plant and machinery, equipment & other assets and with
 regard to the sale of goods.
 
 (vii) We have broadly reviewed the books of account maintained by the
 Company pursuant to the rules made by the Central Government for the
 maintenance of cost records under Section (209)(i)(d) of the Companies
 Act, 1956, and are of the opinion that prima facie, the prescribed
 accounts and records have been made and maintained.
 
 (viii) (a) The Company has been generally regular in depositing
 undisputed statutory dues including provident fund, investor education
 and protection fund, employees state insurance, income -tax, sales -
 tax, wealth-tax, customs duty, excise duty, cess and other material
 statutory dues with the appropriate authorities though there had been
 delays in certain cases.
 
 (b) According to the information & explanations given to us, no
 undisputed amounts payable in respect of Provident Fund, Investor
 Education & Protection Fund, Employees State Insurance, Income -Tax,
 Sales-Tax, Wealth-Tax, Custom Duty, Excise Duty, Cess and other
 material statutory dues were outstanding, at the year end for the
 period of more than six months from the date they became payable.
 
 (c) According to the records of the Company, the dues outstanding in
 respect of sales - tax, income-tax, customs duty, wealth-tax,
 excise-duty, cess on account of any dispute, are as follows:
 
 Nature of     Nature of Dues     Amount    Period to    Forum where
 Status                            (Rs.)    which the    dispute is
                                             amount        pending
                                             relates
 
 The       Dispute on account   159.38 Lac   2000-01      I.T. A.T
 Income    of Addition U/s 69C
 Tax Act,
 1961
 
 (viii) Based on our audit procedures and as per the information and
 explanations given by the management, the Company has not defaulted in
 repayment of dues to financial institutions and during the year.
 
 (ix) In our opinion & according to the information and explanations
 given to us the transaction for purchases of raw material made in
 pursuance of contracts of agreements entered in the register maintained
 under section 301 of the Companies Act, aggregating during the year to
 Rs. 50000/- or more in respect of each party have been made at a price
 which are reasonable in regard to the prevailing market prices.
 
 (x) Directives issued by the Reserve Bank of India and the provision of
 section 58- A of the Companies Act, 1956 and rules framed there under
 are not applicable as the company has not accepted any public deposits.
 
 (xi) In our opinion, the company has made adequate internal audit
 system commensurate with the size and nature of its business.
 
 (xii) As informed to us, Central Government has not order cost records
 under section 209(1) (d) of the Companies Act, 1956.
 
 (xiii) According to the information and explanations given to us and
 based on the documents and records produced to us, the Company has not
 granted loans &
 
 (xiv) advances on the basis of security by way of pledge of shares,
 debentures & other securities.
 
 (xv) In our opinion, the Company is not a chit fund or a nidhi/mutual
 benefit fund / society. Therefore, the provisions of clause 4(xii) of
 Companies (Auditors Report) Order, 2003 is not applicable.
 
 (xvi) In our opinion, the Company is not dealing or trading in shares,
 securities, debentures and other investments. Accordingly, the
 provisions of clause 4(iv)of the Companies (Auditors Report) Order,
 2003 is not applicable.
 
 (xvii) According to the information and explanations given to us, the
 Company has not given any guarantee for loans taken by others from
 banks or financial institution.
 
 (xviii) Based on the information and explanations given to us by the
 management, term loans were applied for the purpose for which these
 were obtained.
 
 (xix) According to the information and explanations given to us and on
 an overall examination of the balance sheet of the Company, we report
 that short term funds to the tune of Rs. Nil approximately (without
 considering permanent working capital) have been used to finance long
 term assets, stated to be primarily because of significant cash loss
 during the year.
 
 (xx) The Company has not made any preferential allotment of shares to
 parties or companies covered in the register maintained under Section
 301 of the Companies Act, 1956.
 
 (xxi) The Company did not have any outstanding debentures during the
 year.
 
 (xxii) The Company has not raised any money through a public issue
 during the year.
 
 (xxiii) Based upon the audit procedures performed for the purpose of
 reporting the true & fair view of the financial statement and as per
 the information and explanations given by the management, we report
 that no fraud on or by the Company has been noticed or reported during
 the course of our audit.
 
 For SURESH R. SHAH & ASSOCIATES 
 Chartered Accountant
 
 (ASHIT T. MACWAN)
 PARTNER
 MEM.NO: 107891
 
 Place: Ahmedabad
 Date: 01/09/2008