We have audited the attached Balance Sheet of CORE Projects &
 Technologies Limited, as at 31 March 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 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.
 
 1.  As required by the Companies (Auditors Report) Order, 2003, (as
 amended by DCA Notif cation G.S.R. 766(E), dated November 25, 2004)
 issued by the Central Government of India in terms of sub-section (4A)
 of Section 227 of the Companies Act, 1956, we enclose in the Annexure a
 statement on the matters specif ed in paragraphs 4 and 5 of the said
 Order.
 
 2.  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 purpose 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 such
 books unless otherwise stated;
 
 iii. the Balance Sheet, Profit and Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the books of accounts;
 
 iv. in our opinion, the Balance Sheet, Profit and Loss Account and Cash
 Flow Statement dealt with by this report comply with the applicable
 accounting standards referred to in sub-section (3C) of Section 211 of
 the Companies Act, 1956 ;
 
 v. Accounting for Software Development segment of the Companys
 business involves significant
 estimation and technical knowledge. The software development income of
 the Company and related costs, are determined based on records of
 delivery, stage of development process and product documentation which
 are in electronic form. We have reviewed these documents as available
 and placed reliance on management representations in matters involving,
 revenue and cost recognition.
 
 vi. on the basis of written representations received from the directors
 as on 31 March 2011 and taken on record by the Board of Directors, we
 report that none of the directors are disqualif ed as on 31 March 2011
 from being appointed as a Director in terms of Clause (g) of
 sub-section (1) of Section 274 of the Companies Act, 1956;
 
 vii. in our opinion and to the best of our information and according to
 the explanations given to us, the said accounts read together with the
 notes thereon, given 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 31 March 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 Cash Flow Statement, of the cash flows for the year
 ended on that date.
 
 Annexure to the Auditors Report
 of even date to the Members of CORE PROJECTS & TECHNOLOGIES LIMITED
 
 i) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of its fixed
 assets except for the assets at its overseas branches where the records
 are stated to be under updation.
 
 (b) As explained to us, the fixed assets have been physically verified
 by the management in accordance with a phased programmed of verif
 -ication, which in our opinion is reasonable, considering the size and
 nature of is business.  No material discrepancies were noticed on such
 physical verif cation of assets.
 
 (c) No substantial part of the fixed assets has been disposed off
 during the year.
 
 (ii) (a) The inventories of the Company comprises of software
 work-in-progress. Being intangible, the same could not be physically
 verified by the management. Hence, clause (ii) of paragraph 4 of the
 Order is not applicable.
 
 (b) The inventories in respect of software work- in-progress, being
 intangible, have not been physically verified by us.
 
 (iii) The Company has neither granted nor taken any loan, secured or
 unsecured to/from companies, f rms and other parties covered in the
 Register maintained under Section 301 of the Companies Act, 1956 and
 hence clause (iii) of paragraph 4 of the Order are not applicable.
 
 (iv) In our opinion and according to the information and explanations
 given to us, On an overall basis there is an adequate internal control
 system commensurate with the size of the Company and the nature of its
 business for the purchase of fixed assets and sale of products and
 services. In view of growing nature of the Company business, the
 Company needs to strengthen internal controls relating to inventory
 records. During the course of our audit, we have not observed any
 continuing failure to correct major weakness in respect of these areas.
 
 (v) (a) Based on the audit procedures applied by us and 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 in
 pursuance of section 301 of the Companies Act 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 para (v) (a) above and exceeding the value
 of Rs.5 lacs with any party during the year have been made at prices
 which are prima facie reasonable having regard to the prevailing market
 prices, to the extent available for comparable transactions, at the
 relevant time.
 
 (vi) We are informed that the Company, has not accepted any public
 deposits covered under the provisions of section 58A of the Companies
 Act, 1956 and the rules framed there under. We are also informed by the
 Companys management that no order has been passed by the Company Law
 Board or any other authority.
 
 (vii) During the year, the Company had an internal audit system
 commensurate with the size of the Company and the nature of its
 business. Considering the significant growth in its business and
 further expansion plans, the internal audit system needs to be
 strengthened for the coming years to have improved internal controls.
 We are informed that the Company has already taken steps in this
 regard.
 
 (viii) According to the information and explanations given to us, the
 requirement for maintenance of cost records u/s 209 (1) (d) of the
 Companies Act, 1956 is not applicable to the Company.
 
 (ix) (a) Based on test-verif cation of records and information and
 explanations given to us, the Company is generally regular in
 depositing with appropriate authorities undisputed amount of statutory
 dues including Sales Tax, State Value Added Tax, Service Tax, Custom
 Duty except Employee State Insurance, Provident Fund, Profession Tax &
 Tax deducted at source.
 
 (b) According to the information and explanations given to us, no
 undisputed amounts,in respect of the statutory dues referred above were
 outstanding as at 31 March 2011 for a period of more than six months
 from the date they became payable. However, shortfalls/delays were also
 noticed in payment of quarterly installments of advance tax. We have
 been advised by the Company that pending completion of tax audit,
 crystalisation of tax liabilities in respect of its overseas branches
 and the resultant tax- credit, the shortfalls could be determined by
 the year-end.
 
 (c) According to the information and explanations given to us, there
 are no dues payable by the Company, under the Investor Education and
 Protection Fund and Excise Duty.
 
 (d) According to the information and explanations given to us, there
 are no statutory dues of Sales Tax, State Value Added Tax, Income Tax
 and Service Tax, which have not been deposited, on account of any
 dispute.
 
 (x) The Company has no accumulated losses at the end of the financial
 year. The Company has not incurred cash losses during the financial
 year covered by our audit or in the immediately preceding financial
 year.
 
 (xi) Based on our audit procedures and information and explanations
 given by the management, the Company has not defaulted in repayment of
 dues to banks, debenture holders and financial institutions.
 
 (xii) Based on our examination of records and according to the
 information and explanations given to us, the Company has not granted
 loans and advances on the basis of security by way of pledge of shares,
 debentures and other investments.
 
 (xiii) The Company is not a chit/nidhi/mutual benefit fund/ society and
 therefore provisions of clause 4 (xiii) of the Order are not applicable
 to the Company.
 
 (xiv) 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 given the guarantee of Rs. 1,138,575,000/- for loans taken by
 its wholly owned subsidiary, viz. CORE Education and Consulting
 Solution, Inc. from bank and/or financial institutions. In our opinion
 and according to information and explanations given to us, the terms
 and conditions, though not formalised, are not prejudicial to the
 interest of the company.
 
 (xvi) In our opinion and according to the information and explanations
 given to us, the term loans taken during the year were applied for the
 purpose for which they were taken.
 
 (xvii) According to the information and explanation given to us and on
 overall examination of the balance sheet of the Company, we report
 that, prima-facie no funds raised on short-term basis have been used
 for long-term investment.
 
 (xviii) During the year, the Company has made allotment of shares to
 parties and companies covered in the Register maintained under Section
 301 of the Act on exercise of the right against the warrants issued to
 them during the previous year on preferential basis.
 
 (xix) During the year Company has issued non-convertible debentures.
 The Company is in the process of executing the Debenture Trust deed and
 creating the security in favour of the Debenture Trustee.
 
 (xx) The Company has not raised any money by public issue during the
 year.
 
 (xxi) During the course of our examination of the books and records of
 the Company, carried out in accordance with the generally accepted
 auditing practices in India, and according to the information and
 explanations given to us, we have neither come across any instance of
 material fraud on or by the Company, noticed or reported during the
 year, nor have we been informed of such case by the management.
 
 For Chaturvedi & Shah                  For Asit Mehta & Associates
 Chartered Accountants                  Chartered Accountants
 Firm Registration No.                  Firm Registration No.
 101720W                                100733W
 
 Jignesh Mehta                          Sanjay Rane
 (Partner)                              (Partner)
 Membership No: 102749                  Membership No:100374
 
 Place : Mumbai 
 Date : 26 May 2011