We have audited the attached balance sheet of Aztecsoft Limited (the
 Company) as at March 31, 2009, the profit and loss account and the
 cash flow statement of the Company for the year ended on that date,
 annexed thereto. These financial statements are the responsibility of
 the Companys 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 (Auditors Report) Order, 2003 (the
 Order), as amended, issued by the Ministry of Company Affairs, in
 terms of sub-section (4A) of section 227 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.
 
 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 cash flow
 statement dealt with by this report are in agreement with the books of
 account;
 
 (iv) in our opinion, the balance sheet, profit and loss account and
 cash flow statement dealt with by this report comply with the
 accounting standards referred to in sub-section (3C) of Section 211 of
 the Companies Act, 1956, to the extent applicable;
 
 (v) on the basis of written representations received from the
 directors, as at March 31, 2009, and taken on record by the Board of
 Directors, we report that none of the directors are disqualified as at
 March 31, 2009 from being appointed as a director in terms of clause
 (g) of sub-section (I) of Section 274 of the Companies Act, 1956 on the
 said date; and
 
 (vi) in our opinion, to the best of our information and according to
 the explanations given to us, the said accounts 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 31, 2009;
 
 b.  in the case of the profit and loss account, of the profit of the
 Company for the year ended on that date; and
 
 c.  in the case of the cash flow statement, of the cash flows of the
 Company for the year ended on that date.
 
 Annexure to the Auditors report
 
 (i) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) The Company has a regular programme of physical verification of its
 fixed assets by which all fixed assets are verified in a phased manner
 over a period of three years. In our opinion, this periodicity of
 physical verification is reasonable having regard to the size of the
 Company and the nature of its assets.  In accordance with this
 programme, certain fixed assets have been physically verified by
 Management during the current year and no material discrepencies were
 found.
 
 (c) Fixed assets disposed off during the year were not substantial and
 therefore do not affect the going concern assumption.
 
 (ii) The Company is a service company, primarily rendering information
 technology services.Accordingly it does not hold any physical
 inventories. Thus, paragraph 4 (ii) of the Order is not applicable.
 
 (iii) The Company has neither granted nor taken any loans, secured or
 unsecured to or from Companies, firms or other parties covered in the
 register maintained under Section 301 of the Companies Act, 1956.
 Accordingly, paragraph 4 (iii) of the Order is not applicable.
 
 (iv) In our opinion and according to the information and explanations
 given to us, there is an adequate internal control system commensurate
 with the size of the Company and the nature of its business with regard
 to purchase of fixed assets and the sale of services.The activities of
 the Company do not involve purchase of inventories and sale of goods.
 We have not observed any major weakness in the internal control system
 during the course of the audit.
 
 (v) (a) According to the information and explanations given to us, we
 are of the opinion that the transactions that need to be entered into
 the register maintained under Section 301 of the Companies Act, 1956
 have been so entered.
 
 (b) In our opinion, and according to the information and explanations
 given to us, the transactions made in pursuance of contracts and
 arrangements referred to in (a) above and exceeding the value of Rs.5
 lakh with any party during the year have been made at prices which are
 reasonable having regard to the prevailing market prices at the
 relevant time.
 
 (vi) The Company has not accepted any deposits from the public.
 
 (vii) In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 (viii) The Central Government has not prescribed the maintenance of
 cost records under Section 209(l)(d) of the Companies Act, 1956 for any
 of the services rendered by the Company.
 
 (ix) (a) According to the information and explanations given to us and
 on the basis of our examination of the records of the Company, amounts
 deducted/accrued in the books of account in respect of undisputed
 statutory dues including Provident Fund, Income-tax, Sales-tax, Service
 tax, Customs duty, Cess and other material statutory dues have been
 generally regularly deposited during the year by the Company with the
 appropriate authorities though there has been a slight delay in a few
 cases.As explained to us, the Company did not have any dues on account
 of Excise duty, Employees State Insurance, Wealth tax and Investor
 Education and Protection Fund.
 
 Further, since the Central Government has till date not prescribed the
 amount of Cess payable under Section 441A of the Companies Act, 1956,
 we are not in a position to comment on the regularity or otherwise of
 the Company in depositing the same.
 
 According to the information and explanations given to us, no
 undisputed amounts payable in respect of Provident Fund, Income-tax,
 Sales-tax, Service tax, Customs duty, Cess and other material statutory
 dues were in arrears as at March 31,2009 for a period of more than six
 months from the date they became payable.
 
 (b) According to the information and explanation given to us, there are
 no dues in the respect of Customs duty, Cess and other material
 statutory dues which have not been deposited on account of any dispute.
 
 According to the information and explanations given to us, the
 following dues of Income-tax and Sales Tax have not been deposited by
 the Company on account of dispute:
 
 Name of the Statuse         Nature of the Dues        Amount (Rs.
                                                     in Thousands)
 
 Income-tax Act, 1961 Tax/Interest demanded               78,981*
 
 Income-tax Act, 1961 Tax/Interest demanded               46,764*
 
 Income-tax Act, 1961 Tax/Interest demanded               60,837
 
 Income-tax Act, 1961 Tax/Interest demanded               28,484
 
 Karnataka Value 
 Added Tax Act, 2003  Tax/Interest demanded                5,859*
 
 Karnataka Sales 
 Tax Act, 1957        Tax demand / Penalty                   287*
 
 Period to which the       Forum where dispute is pendign
 
 
 2001-2002 Honble High Court of Karnataka**
 
 2002-2003 Commissioner of Income Taxes (Appeals), Bangalore
 
 2003-2004 Commissioner of Income Taxes (Appeals), Bangalore
 
 2004-2005 Commissioner of Income Taxes (Appeals), Bangalore
 
 April 2005 
 to March 2007 Joint Commissioner of Commercial taxes
           (Appeals), Bangalore
 
 Upto July 
 2004      Assistant Commissioner of Commercial taxes (Recovery),
           Bangalore
 
 * The above amounts are net of amount paid under protest.
 
 ** Stay granted by the Honble High Court of Karnataka vide order dated
 4 November 2008.
 
 (x) The Company does not have any accumulated losses at the end of the
 financial year and has not incurred cash losses in the financial year
 and in the immediately preceding financial year.
 
 (xi) The Company did not have any outstanding dues to any financial
 institution, banks or debenture-holders during the year.
 
 (xii) The Company has not granted any loans and advances on the basis
 of security by way of pledge of shares, debentures and other
 securities.
 
 (xiii) In our opinion and according to the information and explanations
 given to us, the Company is not a chit fund/ nidhi/ mutual benefit
 fund/ society.
 
 (xiv) According to the information and explanations given to us, the
 Company is not dealing or trading in shares, securities, debentures and
 other investments.
 
 (xv) 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 institutions, the terms and conditions of which are
 prejudicial to the interest of the Company.
 
 (xvi) The Company did not have any term loans outstanding during the
 year.
 
 (xvii) According to the information and explanations given to us and on
 an overall examination of the balance sheet of the Company, we are of
 the opinion that the funds raised on short-term basis have not been
 used for long-term investment.
 
 (xviii) The Company has not made any preferential allotment of shares
 to companies/ firms/ parties covered in the register maintained under
 Section 301 of the Companies Act, 1956.
 
 (xix) The Company did not have any outstanding debentures during the
 year.
 
 (xx) The Company has not raised any money by public issues during the
 year.
 
 (xxi) According to the information and explanations given to us, no
 material fraud on or by the Company has been noticed or reported during
 the course of our audit.
 
                                                 for BSR & Associates
                                                Chartered Accountants
 
                                                        Zubin Shekary
 Bangalore                                                    Partner
 April 27, 2009                             Membership Number: 048814