We have audited the attached Balance Sheet of Flextronics Software
 Systems Limited as at March 31, 2007 and the annexed Profit and Loss
 Account and cash flow statement for the nine month period then ended.
 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.
 
 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 misstatements. 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 issued by
 the Central Government of India in terms of Section 227 (4A) of the
 Companies Act, 1956, and on the basis of such examination of the books
 and records of the Company as we considered appropriate and the
 information and explanations given to us during the course of the
 audit, we report that:
 
 1. The Company has maintained proper records showing full particulars
 including quantitative details and situation of fixed assets.
 
 2. The fixed assets of the Company have been physically verified by the
 management during the period ended March 31, 2007 and no material
 discrepancies were noted on such verification.
 
 3. The fixed assets disposed off during the year are not substantial
 and such disposal has not affected the ability of the Company to
 continue as a going concern.
 
 4. The stocks of finished goods have been physically verified by the
 management during the period ended March 31, 2007. In our opinion, the
 frequency of such verification is reasonable and adequate in relation
 to the size of the Company and nature of its business.
 
 5. The procedures of physical verification of stocks followed by the
 management are reasonable and adequate in relation to the size of the
 Company and nature of its business.
 
 6. The Company has maintained proper records of its inventories and no
 discrepancies were noted between the stocks that have been physically
 verified and book stocks.
 
 7. The Company has not granted any loans, secured or unsecured to
 companies, firms or other parties listed in the register maintained
 under Section 301 of the Companies Act, 1956. Accordingly clauses
 (iii)(b), (iii)(c) and (iii)(d) of paragraph 4 of the Order are not
 applicable to the Company.
 
 8. The Company has not taken any loans, secured or unsecured from
 companies, firms or other parties listed in the register maintained
 under Section 301 of the Companies Act, 1956. Accordingly clauses
 (iii)(f) and (iii)(g) of paragraph 4 of the Order are not applicable to
 the Company.
 
 9. In our opinion and according to the information and explanations
 given to us, there are adequate internal control procedures
 commensurate with the size of the Company and nature of its business
 for purchase of inventories, fixed assets, man-hours billed for
 services rendered and for the sale of goods.
 
 10. In our opinion and according to the information and explanations
 given to us, there are no transactions made in pursuance of contracts
 and arrangements the particulars of which need to be entered in the
 register required to be maintained under Section 301 of the Companies
 Act, 1956. Accordingly clause (v)(b) of paragraph 4 of the Order is not
 applicable to the Company.
 
 11. The Company has not accepted any deposits from the public, within
 the meaning of Sections 58A and 58AA or any other relevant provisions
 of the Companies Act, 1956 and the Companies (Acceptance of Deposits)
 Rules, 1975.
 
 12. In our opinion the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 13. According to the information and explanations given to us, the
 Central Government has not prescribed the maintenance of cost records
 under Section 209(1)(d) of the Companies Act, 1956, for the business
 activities of the Company.
 
 14. According to the records of the Company, the Company is generally
 regular in depositing undisputed statutory dues payable in respect of
 provident fund, income tax, sales tax, works contract tax, service tax,
 professional tax, labour welfare fund, wealth tax, customs duty and
 cess with the appropriate authorities and there are no arrears as at
 March 31, 2007 which were due for more than six months from the date
 they became payable.
 
 15.  According to the information and explanations given to us, there
 are no dues of sales tax, service tax, excise duty, customs duty,
 wealth tax and cess that have not been deposited on account of any
 dispute.
 
 According to the information and explanations given to us, disputed
 income tax that have not been deposited are as follows:
 
 Name of the      Nature of   Amount Rs.  Period to which the 
 Statute          Dues                    amount relates
 
 Income Tax Act,
 1961             Income Tax  4,072,446   2002-03
                                                
 Income Tax Act,
 1961             Income Tax  9,551,342   2004-05
 
 Name of the      Forum where dispute is pending
 Statute                   
 
 Income Tax Act,
 1961             Application for rectification of order u/s 154 pending
                  with the Assistant Commissioner of Income Tax   
 Income Tax Act,
 1961             Commissioner of Income Tax (Appeals)
 
 16. The Company did 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.
 
 17. According to the records of the Company and the information and
 explanations given to us, there has been no default in repayment of
 dues to banks.
 
 18. According to the information and explanations given to us, the
 Company has not granted any loans and advances on the basis of security
 by way of pledge of shares, debentures and other securities.
 
 19. In our opinion and according to the information and explanations
 given to us, the Company is not a chit fund or a nidhi/mutual benefit
 fund/society.
 
 20. According to the information and explanations given to us, the
 Company is not dealing or trading in shares, securities, debentures and
 other investments.
 
 21. 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.
 
 22. According to the information and explanations given to us, the
 Company did not have any term loans outstanding during the period.
 
 23. According to the information and explanations given to us and
 according to the records examined by us, funds raised on short term
 basis have, prima facie, not been used during the year for long term
 investments.
 
 24. The Company has not made any preferential allotment of shares to
 parties and companies covered in the register maintained under Section
 301 of the Companies Act, 1956.
 
 25. The Company has not issued any debentures during the period.
 
 26. The Company has not raised any money by way of public issues during
 the period.
 
 27. According to the information and explanations given to us, no fraud
 on or by the Company has been noticed or reported during the period.
 
 Further to the above, we state 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 appears from our examination of those
 books and proper returns adequate for the purpose of our audit have
 been received from the branches not visited by us. The branch auditors'
 reports have been forwarded to us and have been appropriately dealt
 with;
 
 c) The Balance Sheet, Profit and Loss Account and cash flow statement
 dealt with by this report, are in agreement with the books of account;
 
 d) 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;
 
 e) On the basis of written representations received from the directors
 as on 31st March, 2007 and taken on record by the Board of Directors,
 we report that they are not disqualified as on 31st March, 2007 from
 being appointed as a director in terms of 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 explanations given to us, the said accounts read together with the
 notes thereon, 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 March 31, 2007 and
 
 (ii) in the case of the Profit and Loss Account, of the profit of the
 Company for the nine month period ended March 31, 2007.
 
 (iii) in the case of the cash flow statement, of the cash flows for the
 nine month period ended March 31, 2007.
 
 For DELOITTE HASKINS & SELLS
 Chartered Accountants
 
                               Sd/-
 New Delhi                     (Deepak Roy)
 July 04, 2007                 Partner
                               Membership No. 53091