1.  We have audited the attached Balance Sheet of Financial
 Technologies (India) Limited (the Company) as at 31st March, 2011,
 the Profit and Loss Account and the Cash Flow Statement of the Company
 for the year ended on that date, both 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.
 
 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 the disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and the significant estimates
 made by the Management, as well as evaluating the overall financial
 statement presentation. We believe that our audit provides a reasonable
 basis for our opinion.
 
 3.  As required by the Companies (Auditor''s Report) Order, 2003 (CARO)
 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 paragraphs 4 and 5 of the said Order.
 
 4.  Without qualifying our opinion, we continue to draw attention to
 Note 5 on Schedule 15 regarding the Company''s stand that no tax
 liability is expected as a consequence to a court approved
 reduction-cum arrangement scheme of MCX Stock Exchange Limited based on
 independent legal / tax counsel''s opinion as stated in the said Note
 and Note 23 on Schedule 15 regarding investments made in certain
 subsidiaries and a joint venture which have continuing losses and the
 loans and advances / debts due from these entities, where the provision
 made for diminution, other than temporary, in the value of investments
 is considered to be adequate, for the reasons stated in the said Note.
 
 5.  Further to our comments in the Annexure referred to in paragraph 3
 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 purposes of our
 audit;
 
 b) in our opinion, proper books of account as required by law have been
 kept by the Company so far as it appears from our examination of those
 books;
 
 c) the Balance Sheet, the Profit and Loss Account and the Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account;
 
 d) in our opinion, the Balance Sheet, the Profit and Loss Account and
 the Cash Flow Statement dealt with by this report are in compliance
 with the Accounting Standards referred to in Section 211(3C) of the
 Companies Act, 1956;
 
 e) in our opinion and 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:
 
 i) in the case of the Balance Sheet, of the state of affairs of the
 Company as at 31st March, 2011;
 
 ii) in the case of the Profit and Loss Account, of the profit of the
 Company for the year ended on that date; and
 
 iii) in the case of the Cash Flow Statement, of the cash flows of the
 Company for the year ended on that date.
 
 6.  On the basis of the written representations received from the
 Directors as on 31st March, 2011 and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 31st March, 2011 from being appointed as a director in terms of Section
 274(1)(g) of the Companies Act, 1956.
 
 Annexure To The Auditors'' Report
 (Referred to in Paragraph 3 of our report of even date)
 
 I) Having regard to the nature of the Company''s
 business/activities/result, clauses (v), (vi), (viii), (xi), (xii),
 (xiii), (xvi), (xviii) and (xix) of CARO are not applicable.
 
 ii) In respect of its fixed assets:
 
 a) The Company has maintained proper records showing full particulars,
 including quantitative details and situation of fixed assets.
 
 b) The fixed assets were physically verified during the year by the
 Management in accordance with a regular programme of verification
 which, in our opinion, provides for physical verification of all the
 fixed assets at reasonable intervals.  According to the information and
 explanation given to us, no material discrepancies were noticed on such
 verification.
 
 c) The fixed assets disposed off during the year, in our opinion, do
 not constitute a substantial part of the fixed assets of the Company
 and such disposal has, in our opinion, not affected the going concern
 status of the Company.
 
 iii) According to the information and explanations given to us, the
 Company does not have any inventories as at the balance sheet date
 since they are being directly delivered to the customers on procurement
 and therefore, the question of reporting on whether: physical
 verification has been carried out at reasonable intervals; procedures
 of physical verification of inventories were reasonable and adequate;
 and discrepancies noticed on physical verification were material, does
 not arise. On the basis of our examination of records of inventories,
 in our opinion, the Company has maintained proper records of its
 inventories.
 
 iv) The Company has neither granted nor taken any loans, secured or
 unsecured, to/from companies, firms or other parties listed in the
 Register maintained under Section 301 of the Companies Act, 1956.
 
 v) In our opinion and according to the information and explanations
 given to us and having regard to the nature of the Company''s business,
 a comparison of prices is not possible, in respect of sale of products
 and services and in respect of some of the items purchased are of
 special nature and suitable alternative sources are not readily
 available for obtaining comparable quotations, 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 inventory and
 fixed assets and the sale of products and services. During the course
 of our audit, we have not observed any major weakness in such internal
 control system.
 
 vi) In our opinion, the internal audit function carried out during the
 year by a firm of Chartered Accountants appointed by the Management
 have been commensurate with the size of the Company and the nature of
 its business.
 
 vii) According to the information and explanations given to us in
 respect of statutory dues:
 
 a) The Company has generally been regular in depositing undisputed
 dues, including Provident Fund, Investor Education and Protection Fund,
 Employees'' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service
 Tax, Custom Duty, Excise Duty, Cess and other material statutory dues
 applicable to it with the appropriate authorities.
 
 b) There were no undisputed amounts payable in respect of Income-tax,
 Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory
 dues in arrears as at 31st March, 2011 for a period of more than six
 months from the date they became payable.
 
 c) Details of dues of Income-tax, Sales Tax, Wealth Tax, Service Tax,
 Custom Duty, Excise Duty and Cess which have not been deposited as on
 31st March, 2011 on account of disputes are given below:
 
                                                   Forum where 
 Statute                 Nature of Dues     Dispute is pending
 
 Finance Act, 1994          Service Tax     Commissioner of
                                            Service Tax
 
 Finance Act, 1994          Service Tax     Commissioner of
                                            Service Tax
 
 Central Excise Act, 1944   Excise duty     Central Excise and
                                            Service Tax Appellate
                                            Tribunal
 
 Maharashtra Value Added    Value Added
                                    Tax     Joint Commissioner
 Tax Act, 2002                              of Sales Tax (Appeal)
 
 Maharashtra Value Added    Value Added 
                                    Tax     Joint Commissioner
 Tax Act, 2002                              of Sales Tax (Appeal)
 
 Income Tax Act, 1961        Income Tax 
                              - penalty     Commissioner of
                                            Income Tax (Appeals)
 
 Statute                     Period to which            Amount
                           the amount relates         involved (Rs)
 
 Finance Act, 1994         July 9, 2004 to              7,857,994
                           October 6, 2005
 
 Finance Act, 1994         December, 2004 to           16,592,020
                           March, 2007
 
 Central Excise Act, 1944
                           March 1, 2006 to            18,487,671
                           December 20, 2006
 
 Maharashtra Value Added
 Tax Act, 2002             April 1, 2005 to             1,765,293
                           March 31, 2006
 
 Maharashtra Value Added 
 Tax Act, 2002             April 1, 2008 to             2,806,504
                           March 31, 2009
 
 Income Tax Act, 1961      Assessment years            20,500,000
                           2003-04, 2004-05, 
                           2005-06 & 2006-07
 
 viii) The Company does not have any accumulated losses as at the end of
 the year. The Company has not incurred cash losses in the financial
 year and in the immediately preceding financial year.
 
 ix) Based on our examination of the records and evaluations of the
 related internal controls, the Company has maintained proper records of
 the transactions and contracts in respect of its dealing in shares,
 securities, debentures and other investments and timely entries have
 been made therein. The aforesaid securities have been held by the
 Company in its own name.
 
 x) In our opinion and according to the information and explanations
 given to us, the terms and conditions of the guarantees given by the
 Company for loans taken by its subsidiary companies from banks, are not
 prima facie prejudicial to the interests of the Company.
 
 xi) In our opinion and according to the information and explanations
 given to us and on an overall examination of the Balance Sheet, we
 report that funds raised on short term basis have not, prima facie,
 been used during the year for long-term investment.
 
 xii) The Management has disclosed in note 15(c) on Schedule 15-II, the
 end use of money raised by public issue of Zero Coupon Convertible
 Bonds and we have verified the same.
 
 xiii) To the best of our knowledge and according to the information and
 explanations given to us, no fraud by the Company and no material fraud
 on the Company has been noticed or reported during the year.
 
 
                                        For DELOITTE HASKINS & SELLS
 
                                               Chartered Accountants
 
                                           (Registration No: 117366W)
 
                                                Rajesh K Hiranandani
 
                                                             Partner
 
 Mumbai, 27th May, 2011                       (Membership No.  36920)