1.  We have audited the attached Balance Sheet of Geojit BNP Paribas
 Financial Services 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 Companys 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 misstatements.  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 (Auditors Report) Order, 2003 (CARO)
 issued by the Central Government in terms of Section 227(4A) 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.
 
 4.  Further to our comments in the Annexure referred to in paragraph 3
 above, we report as follows:
 
 (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.
 
 5. On the basis of the written representations received from the
 Directors as on 31st March, 2011 taken on record by the Board of
 Directors, 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 Companys
 business/activities/result, clauses (ii), (iii) (f) and (g), (iv) with
 regard to purchase of inventory and sale of goods, (vi), (viii), (xii),
 (xiii), (xvi), (xix) and (xx) 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 the 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) In respect of loans, secured or unsecured, granted by the Company
 to companies, firms or other parties covered in the Register under
 Section 301 of the Companies Act, 1956, according to the information
 and explanations given to us:
 
 (a) The Company has granted unsecured loans aggregating Rs460,000,0007-
 to one party during the year. At the year-end, the outstanding balance
 of such loans aggregated to Rs Nil and the maximum amount involved
 during the year was ^335,000,000/-.
 
 (b) The rate of interest and other terms and conditions of such loans
 are, in our opinion, prima facie not prejudicial to the interests of
 the Company.
 
 (c) The principal amounts of such loans are repayable on demand and
 there is no repayment schedule. Interest is payable on demand.
 
 (d) In respect of the said loans, the same are repayable on demand and
 therefore the question of overdue amounts does not arise. In respect of
 interest, there are no overdue amounts.
 
 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.
 
 (iv) In our opinion, and according to the information and explanations
 given to us, having regard to the explanations that some of the items
 purchased are of special nature and suitable alternative sources are
 not readily available for obtaining comparable quotations and that the
 Companys service income depends on large volume of transactions
 executed daily on behalf of several clients, where there is a
 probability that certain transactions may be disputed by clients
 resulting in consequential costs to the Company, there is an adequate
 internal control system commensurate with the size of the Company and
 the nature of its business with regard to purchases of fixed assets and
 the sale of services. During the course of our audit, we have not
 observed any major weakness in such internal control system.
 
 (v) In respect of contracts or arrangements entered in the Register
 maintained in pursuance of Section 301 of the Companies Act, 1956, to
 the best of our knowledge and belief, and according to the information
 and explanations given to us:
 
 (a) The particulars of contracts or arrangements referred to in Section
 301 that needed to be entered in the Register maintained under the said
 Section have been so entered.
 
 (b) Where each of such transaction is in excess of Rs5 lakhs in respect
 of any party, the transactions have been made at prices which are prima
 facie reasonable having regard to the prevailing market prices at the
 relevant time except in respect of certain purchases for which
 comparable quotations are not available and in respect of which we are
 unable to comment.
 
 (vi) In our opinion, the internal audit functions carried out during
 the year by firms 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 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 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:
 
                                                  Period
                                                             Amount
                                 Forum where     to which 
              Nature of                                       Involved
 Statute                         Dispute is        the      
                Dues             Pending          Amount    (Rs. in
                                                  Relates     laKhs)
 
 Income     Income Tax         Commissioner       2004-05     14.24
 Tax Act,                       of Income Tax
 1961                            (Appeals)
 
 Income     Income Tax         Commissioner       2005-06     36.83
 Tax Act,                       of Income Tax
 1961                            (Appeals)
 
 Income     Income Tax         Commissioner       2006-07     25.27
 Tax Act,                       of Income Tax
 1961                            (Appeals)
 
 Income     Income Tax         Commissioner       2007-08    515.84
 Tax Act,                       of Income Tax
 1961                            (Appeals)
 
 Finance    Service            Service Tax        01-07-03     4.48
 Act.       Tax and             Appellate            to
 1994       Penalty             Tribunal          30-06-04
 
 (viii) In our opinion, the Company does not have accumulated losses at
 the end of the financial year.  Further, the Company has not incurred
 cash losses during the financial year covered by our audit and the
 immediately preceding financial year.
 
 (ix) In our opinion, and according to the information and explanations
 given to us, the Company has not defaulted in the repayment of dues to
 banks from which working capital facilities have been availed.
 
 (x) 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, and other investments, and timely entries have been made
 therein. The aforesaid securities have been held by the Company in its
 own name.
 
 (xi) According to information and explanations given to us, the Company
 has not given any guarantee for loans taken by others from banks or
 financial institutions.
 
 (xii) 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 been used during
 the year for long-term investment.
 
 (xiii) According to information and explanations given to us, the
 Company has not made any preferential allotment of shares to parties
 and companies covered in the Register maintained under Section 301 of
 the Act.
 
 (xiv) 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.008072S)
 
                                                     M. Ramachandran
 
                                                             Partner
                                               (Membership No. 16399)
 
 Kochi, 6th June, 2011