1.  We have audited the attached Balance Sheet of Hexaware Technologies
 Limited (the Company) as at 31st December 2010, 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 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 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, 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 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;
 
 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 December, 2010;
 
 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 as on that date.
 
 5.  On the basis of the written representations received from the
 directors as on 31st December, 2010 and taken on record by the Board of
 directors, we report that none of the directors is disqualified as on 3
 I st December 2010 from being appointed as a director in terms of
 clause (g) of sub-section (1) of Section 274 of the Companies Act,
 1956;
 
 ANNEXURE TO THE AUDITORS REPORT Re: Hexaware Technologies Limited
 Referred to in Paragraph 3 of our report of even date
 
 i) 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) As per information and explanation given to us, physical
 verification of fixed assets was carried out by the management during
 the year and discrepancies noticed during verification have been
 appropriately accounted for. In our opinion, the frequency of
 verification is reasonable.
 
 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.
 
 ii) The activities of the Company and the nature of its business do not
 involve the use of inventory. Accordingly, clause 4(ii) of the
 Companies (Auditors Report) Order is not applicable.
 
 iii) The Company has not granted or taken any loan secured/unsecured,
 to/from companies, firms or parties covered in the register maintained
 under section 301 of the Companies Act, 1956. Accordingly, clause 4
 (iii) of the Companies (Auditors Report) Order is not applicable to
 the Company.
 
 iv) In our opinion, and according to the information and explanations
 given to us, there is an internal control system commensurate with the
 size of the Company and nature of its business for purchase of fixed
 assets and sale of services.  The activities of the Company do not
 involve purchase of inventory and sale of goods. During the course of
 our audit, we have not observed any continuing failure to correct major
 weaknesses in internal control system.
 
 v) In respect of contracts and arrangements entered in the register
 maintained in pursuance of Section 301 of the Companies Act 1956:
 
 a) To the best of our knowledge and belief and according to the
 information and explanations given to us, particulars of contracts or
 arrangements that needed to be entered into the register maintained
 under the said section have been so entered.
 
 b) According to information and explanations given to us, where the
 transactions made in pursuance of such contracts or arrangements during
 the year are in excess of Rs. 500,000, they have been made at prices,
 which are, prima facie, reasonable having regard to the prevailing
 market prices at the relevant time.
 
 vi) The Company has not accepted any deposits from the public and hence
 the directives issued by the Reserve bank of India and the provisions
 of Sec 58A, 58AA or any other relevant provisions of the Act and the
 Companies (Acceptance of Deposit) Rules, 1975 with regard to the
 deposits accepted from the public are not applicable to the Company.
 
 vii) A firm of Chartered Accountants appointed by the management
 carried out internal audit during the year. In our opinion, the
 internal audit system of the Company is commensurate with its size and
 nature of business.
 
 viii) According to the information and explanations given to us, the
 Central Government has not prescribed maintenance of cost records under
 clause (d) of sub-section (1) of Section 209 of the Act. Therefore the
 provisions of clause 4 (viii) of the Companies (Auditors Report) Order
 are not applicable to the Company.
 
 ix) a) The Company has generally been regular in depositing with the
 appropriate authorities, undisputed statutory dues including provident
 fund, employees state insurance, income tax, sales tax, wealth tax,
 service tax, custom duty, excise duty, cess, investor education and
 protection fund and any other material statutory dues applicable to it.
 According to the information and explanation given to us, no undisputed
 amounts payable in respect of statutory dues were in arrears as at 31st
 December, 2010 for a period of more than six months from the date they
 became payable.
 
 b) According to information and explanations given to us there are no
 dues of sales tax, income tax, customs duty, wealth tax, service tax,
 excise duty and cess, which have not been deposited with the
 appropriate authorities on account of any dispute, except as follows:
 
 Name of statute          Nature of the           Amount (Rupees
                           dues                     in Millions)
 
 Income Tax Act, 1961    Income tax demand               7.4
 
 Name of Statue         Period to which            Forum where
                        the amount relates    dispute is pending
 
 Income Tax Act, 1961    Assessment Year           Commissioner
                          2004-05                 of Income Tax
                                                     (Appeals)
 
 x) The Company has no accumulated losses at the end of the financial
 year and it has not incurred any cash losses in such financial year and
 in the immediately preceding financial year.
 
 xi) In our opinion and according to the information and explanations
 given to us, the Company has not defaulted in payment of dues in
 respect of amounts borrowed from bank. The Company has not borrowed any
 amounts from financial institutions or by issue of debentures.
 
 xii) According to the information and explanations given to us, the
 Company has not given any loans and advances on the basis of security
 by way of pledge of shares, debentures and other securities and hence
 the question of maintenance of adequate records for this purpose does
 not arise.
 
 xiii) 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. Therefore, the provisions of clause 4 (xiii) of the
 Companies (Auditors Report) Order, 2003 are not applicable to the
 Company.
 
 xiv) In our opinion and according to the information and explanations
 given to us, the Company is not dealing or trading in shares,
 securities, debentures and other investments. Therefore, the provisions
 of clause 4 (xiv) of the Companies (Auditors Report) Order, 2003 are
 not applicable to the Company.
 
 xv) In our opinion, the terms and conditions on which the Company has
 given guarantees for loans taken by a subsidiary company from a bank
 are not prejudicial to the interest of the Company.
 
 xvi) The Company has not taken any term loan during the year and hence
 the question of applying term loans for the purpose for which they were
 obtained does not arise.
 
 xvii) According to information and explanations given to us, and on an
 overall examination of the balance sheet of the Company, funds raised
 on short term basis have, prima-facie, not been used for long term
 investment.
 
 xviii) 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.
 
 xix) The Company has not issued any debentures during the year, hence
 the question of creation of security or charge in respect of debentures
 issued does not arise.
 
 xx) The Company has not raised any money by way of public issues during
 the year.
 
 xxi) To the best of our knowledge and belief and according to the
 information and explanation given to us, no fraud on or by the company
 was noticed or reported during the year.
 
                                     For Deloitte Haskins & Sells
 
                                            Chartered Accountants
                                  [Firm Registration No.: 117366W]
 
                                                      R. D. Kamat
 
                                                          Partner
 Mumbai, 16th February, 2011                 Membership No. 36822