1.  We have audited the attached Balance Sheet of Hinduja Global
 Solutions Limited (the Company) as at March 31, 2011, and the related
 Profit and Loss Account and the Cash Flow Statement for the year ended
 on that date annexed thereto, which we have signed under reference to
 this report. These fi nancial statements are the responsibility of the
 Companys Management. Our responsibility is to express an opinion on
 these fi nancial 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 fi
 nancial statements are free of material misstatement. An audit includes
 examining, on a test basis, evidence supporting the amounts and
 disclosures in the fi nancial statements. An audit also includes
 assessing the accounting principles used and signifi cant estimates
 made by the Management, as well as evaluating the overall fi nancial
 statement presentation.  We believe that our audit provides a
 reasonable basis for our opinion.
 
 3.  As required by the Companies (Auditors Report) Order, 2003, as
 amended by Companies (Auditors Report) (Amendment) Order, 2004
 (together the Order), issued by the Central Government of India in
 terms of sub- section (4A) of Section 227 of the Companies Act, 1956,
 of India (the Act) and on the basis of such checks of the books and
 records of the Company as we considered appropriate and according to
 the information and explanations given to us, we give in the Annexure a
 statement on the matters specifi ed 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, Profit and Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the books of account;
 
 (d) In our opinion, 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 Act;
 
 (e) On the basis of written representations received from the
 Directors, as on March 31, 2011 and taken on record by the Board of
 Directors, none of the Directors is disqualifi ed as on March 31, 2011
 from being appointed as a Director in terms of clause (g) of
 sub-section (1) of Section 274 of the Act;
 
 (f) In our opinion and to the best of our information and according to
 the explanations given to us, the said fi nancial statements together
 with the notes thereon and attached thereto, give in the prescribed
 manner the information required by the Act 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, 2011;
 
 (ii) in the case of the Profit and Loss Account, of the profit for
 the year ended on that date; and
 
 (iii) in the case of the Cash Flow Statement, of the cash fl ows for
 the year ended on that date.
 
 Annexure to the Auditors Report (Referred to in Paragraph 3 of the
 Auditors Report of even date to the members of Hinduja Global
 Solutions Limited on the fi nancial statements for the year ended March
 31, 2011)
 
 (i) (a) The Company is maintaining proper records showing full
 particulars, including quantitative details and situation, of fixed
 assets.
 
 (b) The fixed assets are physically verifi ed by the Management
 according to a phased programme designed to cover all the items over a
 period of three years, which in our opinion, is reasonable having
 regard to the size of the Company and the nature of its assets.
 Pursuant to the programme, a portion of the fixed assets has been
 physically verifi ed by the Management during the year and no material
 discrepancies between the book records and the physical inventory have
 been noticed.
 
 (c) In our opinion and according to the information and explanations
 given to us, a substantial part of the fixed assets has not been
 disposed of by the Company during the year.
 
 (ii) The Company is primarily engaged in the business of Information
 Technology/ Information Technology Enabled Services and accordingly, it
 does not hold any inventories. Thus, paragraph 4 (ii) of the Order is
 not applicable.
 
 (iii) (a) The Company has not granted any loans, secured or unsecured,
 to companies, fi rms or other parties covered in the register
 maintained under Section 301 of the Act. Accordingly, clauses (iii)(b)
 to (iii)(d) of the paragraph 4 of the Order are not applicable to the
 Company during the current year.
 
 (b) The Company has not taken any loans, secured or unsecured, from
 companies, fi rms or other parties covered in the register maintained
 under Section 301 of the Act. Accordingly, clauses (iii)(f) and
 (iii)(g) of the paragraph 4 of the Order are not applicable to the
 Company during the current year.
 
 (iv) In our opinion and according to the information and explanations
 given to us, 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 for the sale of services. Further, on the
 basis of our examination of the books and records of the Company, and
 according to the information and explanations given to us, we have
 neither come across nor have been informed of any continuing failure to
 correct major weaknesses in the aforesaid internal control system.
 
 (v) (a) In our opinion and according to the information and
 explanations given to us, the particulars of contracts or arrangements
 referred to in Section 301 of the Act have been entered in the register
 required to be maintained under that Section.
 
 (b) In our opinion and according to the information and explanations
 given to us, in respect of the transactions made in pursuance of such
 contracts or arrangements and exceeding the value of Rupees Five Lacs
 in respect of any party during the year, no comparative prices are
 available because, as explained to us by the Management, these
 transactions are of a specialised and exclusive nature.
 
 (vi) The Company has not accepted any deposits from the public within
 the meaning of Sections 58A and 58AA of the Act and the rules framed
 there under.
 
 (vii) In our opinion, the Company has an internal audit system
 commensurate with its size and nature of its business.
 
 (viii) The Central Government of India has not prescribed the
 maintenance of cost records under clause (d) of sub- section (1) of
 Section 209 of the Act for any of the products of the Company.
 
 (ix) (a) According to the information and explanations given to us and
 the records of the Company examined by us, in our opinion, the Company
 is regular in depositing the undisputed statutory dues including
 provident fund, investor education and protection fund, employees
 state insurance, income tax, sales tax, wealth tax, service tax,
 customs duty, cess and other material statutory dues, as applicable,
 with the appropriate authorities.
 
 (b) According to the information and explanations given to us and the
 records of the Company examined by us, there are no dues of sales tax,
 wealth tax, service tax, customs duty, excise duty and cess as at March
 31, 2011 which have not been deposited on account of a dispute. The
 particulars of dues of income tax as at March 31, 2011 which have not
 been deposited on account of a dispute is as follows:
 
 Name of the           Nature of dues               Amount
 Statute                                           (Rs. In Lacs)
 
 The Income     Income Tax liability including      1,336.31
 Tax Act, 1961  interest and penalty, where
                applicable
 
 
 Name of the Statue      Period to which      Forum where the
                         the amount           dispute is pending
                         relates
 
 The Income
 Tax Act, 1961           Assessment Year        Commissioner
                         2007-2008              of Income Tax
                                                (Appeals)
 
 Also, refer footnote 2 of Note 1(b) on Schedule S.
 
 (x) The Company has no accumulated losses as at March 31, 2011 and it
 has not incurred any cash losses in the fi nancial year ended on that
 date or in the immediately preceding fi nancial year.
 
 (xi) According to the records of the Company examined by us and the
 information and explanations given to us, the Company has not defaulted
 in repayment of dues to any banks as at the Balance Sheet date.
 Further, there were no dues payable to fi nancial institution and
 debenture holders as at the Balance Sheet date.
 
 (xii) The Company has not granted any loans and advances on the basis
 of security by way of pledge of shares, debentures and other
 securities.
 
 (xiii) The provisions of any special statute applicable to chit fund/
 nidhi/ mutual benefit fund/ societies are not applicable to the
 Company.
 
 (xiv) In our opinion, the Company is not a dealer or trader in shares,
 securities, debentures and other investments.
 
 (xv) In our opinion and according to the information and explanations
 given to us, the Company has not given any guarantee for loans taken by
 others from banks or fi nancial institutions during the year.
 
 (xvi) In our opinion, and according to the information and explanations
 given to us, on an overall basis, the term loans have been applied for
 the purposes for which they were obtained.
 
 (xvii) On the basis of an overall examination of the Balance Sheet of
 the Company, in our opinion and according to the information and
 explanations given to us, there are no funds raised on a short-term
 basis which have 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 Act during the year.
 
 (xix) The Company has not issued any debentures during the year.
 
 (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
 fraud on or by the Company, noticed or reported during the year, nor
 have we been informed of such case by the Management.
 
                                            For Price Waterhouse
 
                               Firm Registration Number: 301112E
                                           Chartered Accountants
 
                                                    Partha Ghosh
 
 Place : Mumbai                                          Partner
 
 Date  : May 12, 2011                 Membership Number: F-55913