1.  We have audited the attached Consolidated Balance Sheet of Aptech
 Limited (the Company) and its Subsidiaries, Joint Ventures and an
 Associate (collectively referred to as the Group) as at March 31,
 2011 and also the Consolidated Profit and Loss Account and the
 Consolidated Cash Flow Statement for the year ended March 31, 2011.
 These financial statements are the responsibility of Aptech Limiteds
 management and have been prepared by the management on the basis of
 separate financial statements and other financial information regarding
 components. Our responsibility is to express an opinion on these
 financial 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
 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
 
 3.  We report that the Consolidated Financial Statements (CFS) have
 been prepared by the Company in accordance with the requirements of
 Accounting Standard (AS) 21 Consolidated Financial Statements, AS 23
 Accounting for Investments in Associates and AS 27 Financial
 Reporting of Interests in Joint Ventures, notified under Companies
 (Accounting Standards) Rules, 2006
 
 4.  Included in this CFS are Assets, Revenue and Cash flows, as
 detailed below, which have not been audited by us
 
 Type of     No. of        Assets            Revenue        Net Cash
 Company      Cos.     (Amount in Rs.)      (Amount in Rs.)       Flow
                                                         (Amount in Rs.)
 
 Subsidiaries  4       1,867,730,894       336,827,232     6,258,904
 
 Associate     1           7,079,445           489,589     1,576,283
 
 Total                 1,874,810,339       337,316,821     7,835,187
 
 These have been audited / certified by other auditors, whose reports
 have been furnished to us, and in our opinion, in so far as it relates
 to the amounts included in respect of these subsidiaries and an
 Associate, are based solely on the reports of those respective
 auditors.
 
 5.  Further, the CFS includes Assets of Rs. 74,872,974 Revenues of Rs.
 3,950,190 and Net Cash Inflow of Rs. 1,60,436 of two Subsidiaries which
 is based on unaudited financial statements of the Subsidiary, and our
 opinion in so far as it relates to those amounts is based solely on
 such unaudited financial statements.
 
 6.  Attention is drawn to Note No B.22 (B) of Schedule 16 regarding the
 payment of Remuneration by certain subsidiaries to their Directors,
 which in the opinion of the Company, are not covered under the limits
 specified and requirements of disclosures as per the Companies Act,
 1956, on which we are unable to express our opinion.
 
 7.  Attention is drawn to Note No B.22 (A) of Schedule 16 regarding the
 payment of Remuneration by Aptech Limited, in excess of sum payable
 under Schedule XIII of the Companies Act, 1956 to Managing Director and
 Executive Director aggregating to Rs. 2,503,601 for which approval of
 Central Government remains to be obtained.
 
 8.  Based on our audit and on consideration of reports of other
 auditors on separate financial statements/ management certification and
 on the other financial 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 CFS, read with Para 4 and 6 and
 subject to para 5 and 7 above, give a true and fair view in conformity
 with the accounting principles generally accepted in India:
 
 (a) in the case of the Consolidated Balance Sheet, of the consolidated
 state of affairs of the Group as at March 31, 2011;
 
 (b) in the case of the Consolidated Profit and Loss Account, of the
 profit of the Group for the year ended on that date; and
 
 (c) in the case of the Consolidated Cash Flow Statement, of the cash
 flows of the Group for the year ended on that date.
 
                                                  For and on behalf of
 
                                                  KHIMJI KUNVERJI & CO
 
                                                 Chartered Accountants
 
                                          Firm Registration No 105146W
 
                                                     Shivji K Vikamsey
 
                                                               Partner
                                                   Membership No. 2242
 Place   : Mumbai,
 Dated : May 30, 2011