1.  We have audited the attached Balance Sheet of Idea Cellular Limited
 (''the Company'') as at March 31, 2012, the Statement of Profit and
 Loss and the Cash Flow Statement of the Company for the year ended on
 that date, both annexed thereto (together referred to as ''financial
 statements''). 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 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 the 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.
 
 3.  Without qualifying our opinion, we draw attention to Note 30 to the
 financial statements, the Hon''ble Supreme Court of India, vide
 judgment dated February 2, 2012 has quashed the Press Release dated
 January 10, 2008 issued by the Department of Telecommunications (DoT)
 and consequent grant of 122 licenses. The company and erstwhile Spice
 have been issued 9 and 4 licenses respectively in January, 2008 which
 have been cancelled due to the above mentioned order of the Hon''ble
 Supreme Court.
 
 Of the 13 licenses, 7 licenses are being operated by the Company and
 balance 6 overlapping licenses have been impaired in previous financial
 years. Vide a further order dated April 24, 2012 the Supreme Court has
 allowed the company to operate these licenses upto September 7, 2012.
 The impact, if any, on the operations of the said 7 service areas and
 on the carrying values of these licenses as on March 31, 2012 amounting
 to Rs 2,778 Mn, is dependent upon the steps taken by DoT and outcome of
 the auction.
 
 4.  Without qualifying our opinion, we draw attention to Note 32 to the
 financial statements, the Hon''ble High Court of Delhi on July 4, 2011
 has reaffirmed its order dated February 5, 2010 sanctioning the Scheme
 of Amalgamation of Spice Communications Limited (Spice) with the
 Company. However the judgment transferred & vested unto the Department
 of Telecommunications (DoT), the six telecom licenses granted to
 erstwhile Spice along with the spectrum (including two operational
 licenses for Punjab & Karnataka service areas) till the time permission
 of DoT is granted for transfer thereof upon an application from the
 Company to that effect.  The Company has filed an appeal before the
 Appellate Bench of Hon''ble High Court of Delhi, challenging the above
 judgment dated July 4, 2011.The Appellate Bench of Hon''ble High Court
 of Delhi through interim order has directed DoT to maintain status quo
 in respect of the two operational licenses for Punjab & Karnataka and
 not to take any coercive action for remaining four non-operational
 licenses.  The Appellate Bench of Hon''ble High Court of Delhi has
 reserved the judgment on the said matter.
 
 Since the matter is sub-judice, the outcome of which is uncertain at
 this stage, we are unable to comment on the consequential impact, if
 any, on the financial statements.
 
 5.  As required by the Companies (Auditor''s Report) Order, 2003,
 (''the said Order''/''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 the paragraphs 4 and 5
 of the said Order.
 
 6.  Further to our comments in paragraph 3 and 4 above and the Annexure
 referred to in paragraph 5 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 Statement of Profit and Loss 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 Statement of Profit and Loss
 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 financial statements 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, 2012;
 
 (ii) in the case of the Statement of Profit and Loss, 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.
 
 7.  On the basis of the written representations received from the
 Directors as on March 31, 2012 and taken on record by the Board of
 Directors, none of the Directors is disqualified as on March 31, 2012
 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 5 of our
 report of even date)
 
 1.  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 information and
 explanation given to us the Management is in the process of reconciling
 the results of such physical verification with the fixed assets
 register. Management believes that differences if any, arising out of
 such reconciliation are not expected to be material.
 
 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.
 
 2.  In respect of its inventory:
 
 a) As explained to us, the inventories, except for those lying with the
 third parties, were physically verified during the year by the
 Management at reasonable intervals.
 
 b) In our opinion and according to the information and explanations
 given to us, the procedures of physical verification of inventories
 followed by the management were reasonable and adequate in relation to
 the size of the Company and the nature of its business.
 
 c) In our opinion and according to the information and explanations
 given to us, the Company has maintained proper records of its
 inventories and no material discrepancies were noticed on physical
 verification.
 
 3.  According to the information and explanations given to us, 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.
 
 4.  In our opinion and according to the information and explanations
 given to us, having regard to explanation that certain items purchased
 are of special nature and suitable alternative sources are not readily
 available for obtaining comparable quotations, there are adequate
 internal control procedures commensurate with the size of the Company
 and the nature of its business with regard to purchase of inventory and
 fixed assets and for the sale of goods and services. During the course
 of our audit, we have not observed any major weaknesses in such
 internal control systems.
 
 5.  In our opinion and according to the information and explanations
 given to us, there were no contracts, particulars of which needed to be
 entered in the register maintained under section 301 of the Companies
 Act, 1956 and hence provisions of paragraph 4(v)(b) of the said Order
 relating to reasonableness of price having regard to prevailing market
 price is not applicable to the Company.
 
 6.  According to the information and explanations given to us, the
 Company has not accepted any deposits from the public to which the
 directives issued by the Reserve Bank of India and the provisions of
 sections 58A and 58AA of the Companies Act, 1956 and the rules framed
 there under are applicable.
 
 7.  In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 8.  We have broadly reviewed the books of account maintained by the
 Company pursuant to the rules made by the Central Government for
 maintenance of cost records under section 209(1)(d) of the Companies
 Act, 1956 in respect of telecommunication activities and are of the
 opinion that prima facie, the prescribed accounts and records have been
 made and maintained. We have, however, not made a detailed examination
 of the records with a view to determining whether they are accurate or
 complete.
 
 9.  According to 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, Employees'' State Insurance, Income
 Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Cess and other
 material statutory dues applicable to it with the appropriate
 authorities. As explained to us, the Company did not have any dues on
 account of Excise duty and Investor Education and Protection Fund.
 
 b) There were no undisputed amount payable in respect of Income Tax,
 Wealth Tax, Customs Duty, Cess and other material statutory dues in
 arrears, as at March 31, 2012 for a period of more than six months from
 the date they became payable.
 
 c) There are no dues of Wealth Tax and Cess which have not been
 deposited on account of any dispute.  Details of dues of Income Tax,
 Sales Tax, Service Tax, Customs duty and Entry Tax which have not been
 deposited as on March 31, 2012 by the Company on account of disputes.
 
 Name of the 
 Statute       Nature of   Period to which   Amount   Forum where the
               Dues        the amount
                           pertains         (Rs Mn)   dispute is pending
 
 Customs 
 Act, 1962     Custom 
               Duty        2003-04            7.12    Customs Excise & 
                                                      Service Tax
                                                      Appellate Tribunal
 
 Haryana Land
 Development   Entry Tax   2002-03            9.52    Appellate Tribunal
 Tax Act, 
 2001
 
 Himachal 
 Pradesh 
 Entry         Entry Tax   2010-11, 
                           2011-12           25.45    Asst. Excise &
                                                      Taxation
 Tax Act,
 2010                                                 Commissioner,
                                                      Shimla
 
 Karnataka 
 Tax on 
 Entry of      Entry tax   2004-05            8.92    Karnataka High 
                                                      Court
 Goods
 Act, 1979
 
 MP Entry 
 Tax Act, 
 1976          Entry Tax   1998-99 to 
                           2000-01            0.13    Asst.Commissioner,
                                                      Entry Tax
 
 MP Entry 
 Tax Act, 
 1976          Entry Tax   1998-99 to 
                           2006-07           14.85    Commercial Tax 
                                                      Tribunal - 
                                                      Madhya Pradesh
 
 MP Entry 
 Tax Act, 
 1976          Entry Tax   2007-08           21.51    Deputy Commissioner
                                                     (Appeals)
 
 Orissa 
 Entry 
 Tax 
 Act, 1999     Entry Tax   2009-10            5.20    Orissa High Court
 
 The Bihar
 Value Added 
 Tax 
 Act, 2005     Entry Tax   2007-08,
                           2009-10            1.77    Commercial Tax
                                                      Officer
 
 The Jammu 
 & Kashmir 
 Entry Tax     Entry Tax   2009-10 to 
                           2011-12           81.30    Srinagar High Court
 on Goods 
 Act, 2000
 
 The Uttar
 Pradesh 
 Tax on 
 Entry         Entry Tax   1999-00, 
                           2001-02,           9.13    Allahabad High 
                                                      Court
 of Goods 
 Act, 2000                 2002-03, 
                           2003-04, 
                           2006-07
 
 The Uttar
 Pradesh 
 Tax on 
 Entry         Entry tax   2007-08            8.29    Assessing Officer,
 of Goods
 Act, 2000                                            Joint Commissioner
 
 The Uttar 
 Pradesh 
 Tax on 
 Entry         Entry Tax   2007-08            2.03    Commercial Tax
                                                      Tribunal
 of Goods 
 Act, 2000
 
 The Uttar
 Pradesh 
 Tax on 
 Entry         Entry Tax   2004-05            2.08    Joint Commissioner
                                                     (Appeals)
 of Goods 
 Act, 2000
 
 Uttar
 Pradesh 
 Trade 
 Tax Act, 
 1948          Entry Tax   2005-06            0.30    Joint Commissioner
                                                      (Appeals)
 
 Uttar 
 Pradesh 
 Trade 
 Tax 
 Act, 1948     Entry Tax   2001-02 to
                           2003-04            0.57    Uttarakhand High
                                                      Court
 (Uttrakhand
 Amendment)
 
 Income 
 Tax 
 Act, 1961     Income Tax  2008-09,
                           2011-12           29.15    Assistant 
                                                      Commissioner
                                                      of Income Tax
                                                     (TDS)
 
 Income 
 Tax
 Act, 1961     Income Tax  2002-03 to 
                           2011-12          682.91    Commissioner of 
                                                      Income Tax
                                                     (Appeals)
 
 Income 
 Tax 
 Act, 1961     Income Tax  2003-04 to 
                           2009-10           60.47    Income Tax
                                                      Appellate Tribunal
 
 Income
 Tax 
 Act, 1961     Income Tax  2007-08, 
                           2008-09            0.28    Income Tax
                                                      Officer - TDS
 
 Income 
 Tax 
 Act, 1961     Income Tax  2002-03 to
                           2004-05            4.15    Karnataka High 
                                                      Court
 
 Central 
 Sales 
 Tax Act, 
 1956          Sales Tax   2009-10            0.63    Commercial Tax
                                                      Officer
 
 Delhi 
 Sales 
 Tax 
 Act, 1975     Sales Tax   2003-04,
                           2004-05           92.74    Additional
                                                      Commissioner
                                                     (Appeals)
 
 Delhi 
 Value 
 Added 
 Tax 
 Act, 2004     Sales Tax   2007-08           14.05    Delhi Value
                                                      Added Tax
                                                      Appellate Tribunal
 
 Gujarat 
 Sales Tax 
 Act, 1969     Sales Tax   1998-99 to 
                           2001-02            7.04    Sales Tax 
                                                      Appellate Tribunal
 
 Gujarat 
 Sales Tax 
 Act, 1969     Sales Tax   2006-07            0.83    Sales Tax Officer
 
 Kerala 
 Sales 
 Tax 
 Act, 1963     Sales Tax   1998-99            0.06    Deputy 
                                                      Commissioner, 
                                                      Sales Tax
 
 Kerala 
 Sales 
 Tax 
 Act, 1963     Sales Tax   1997-98, 
                           2000-01            0.20    Sales Tax
                                                      Appellate Tribunal
 
 Madhya 
 Pradesh 
 Commercial
 Tax           Sales Tax   2000-01            0.31    CG Appellate Board
 Act, 1994
 
 Madhya 
 Pradesh 
 Commercial
 Tax           Sales Tax   2003-04 to
                           2007-08           26.77    Commercial Tax
                                                      Tribunal - 
 Act, 1994                                            Madhya Pradesh
 
 Punjab VAT
 Act, 2005     Sales Tax   2006-07,
                           2007-08           61.56    Asst. Excise &
                                                      Taxation
                                                      Commissioner,
                                                      Chandigarh
 
 The Bihar
 Value 
 Added 
 Tax Act, 
 2005          Sales Tax   2008-09            3.40    Joint
                                                      Commissioner, 
                                                      Commerial
                                                      Tax (Appeals) 
                                                      Department, Patna
 
 The Jammu 
 & Kashmir 
 General       Sales Tax   2009-10 to
                           2011-12           56.59    Srinagar High Court
 Sales 
 Tax 
 Act, 1962
 
 Uttar 
 Pradesh 
 Trade 
 Tax 
 Act, 1948     Sales Tax   2007-08            2.54    Allahabad High 
                                                      Court
 
 Uttar 
 Pradesh 
 Trade 
 Tax 
 Act, 1948     Sales Tax   2004-05            0.05    Joint Commissioner
                                                     (Appeals)
 
 Uttar 
 Pradesh 
 Trade 
 Tax 
 Act, 1948     Sales Tax   1999-00, 
                           2000-01,
                           2006-07,           5.18    Trade Tax Tribunal
                           2007-08, 
                           2008-09
 
 Uttar 
 Pradesh 
 Trade 
 Tax 
 Act, 1948     Sales Tax   2007-08, 
                           2009-10            1.75    Deputy
                                                      Commissioner, 
                                                      Sales Tax 
 (Uttrakhand 
 Amendment)
 
 Uttar 
 Pradesh 
 Trade 
 Tax 
 Act, 1948     Sales Tax   2006-07            1.04    Joint Commissioner
                                                     (Appeals)
 (Uttrakhand 
 Amendment)
 
 Uttar
 Pradesh 
 Value 
 Added         Sales Tax   2007-08            0.22    Additional
                                                      Commissioner
                                                     (Appeals) 
 Tax 
 Act, 
 2008
 
 Uttar 
 Pradesh 
 Value 
 Added         Sales Tax   2006-07, 
                           2007-08,
                           2009-10           34.13    Commercial Tax
                                                      Tribunal
 Tax 
 Act, 2008                                            Bench II Lucknow
 
 Uttar 
 Pradesh 
 Value 
 Added         Sales Tax   2009-10            5.48    Deputy Commissioner
                                                     (Appeals)
 Tax Act, 
 2008
 
 Uttar 
 Pradesh 
 Value 
 Added         Sales Tax   2011-12            0.32    Joint Commissioner
                                                     (Appeals)
 Tax Act, 
 2008
 
 Finance 
 Act, 1994     Service 
               tax         2005-06,
                           2006-07, 
                           2007-08            8.19    Commissioner of 
                                                      Central Excise 
 (Service 
 Tax
 provisions)                                         (Appeals)
 
 Finance
 Act, 1994     Service 
               tax         2004-05, 
                           2005-06            7.36    Commissioner of
                                                      Service Tax 
 (Service 
 Tax 
 provisions)
 
 Finance 
 Act, 1994     Service 
               Tax         2004-05 to
                           2009-10        1,186.93    Customs Excise 
                                                      & Service Tax 
 (Service 
 Tax 
 provisions)                                          Appellate Tribunal
 
 Finance 
 Act, 1994     Service 
               Tax         1998-99,
                           2002-03            2.98    Punjab & Haryana
                                                      High Court
 (Service 
 Tax 
 provisions)
 
 10.  The Company does not have accumulated losses at the end of the
 financial year and the Company has not incurred cash losses in the
 financial year and in the immediately preceding financial year.
 
 11.  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 and financial institutions.
 
 12.  According to the information and explanations given to us, the
 Company has not granted loans and advances on the basis of security by
 way of pledge of shares, debentures and other securities.
 
 13.  The Company is not a chit fund or a nidhi/mutual benefit
 fund/society. Therefore, the provisions of paragraph 4 (xiii) of the
 said Order are not applicable to the Company.
 
 14.  In our opinion and according to the information and explanations
 given to us, the Company is not dealing in or trading in shares,
 securities, debentures and other investments.
 
 15.  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.  Therefore, the provisions of
 paragraph 4 (xv) of the said Order are not applicable to the Company.
 
 16.  In our opinion and according to the information and explanations
 given to us, the term loans have been applied for the purposes for
 which they were obtained, other than temporary deployment pending
 application.
 
 17.  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 the short term basis have not been used
 during the year for long term investment.
 
 18.  According to information and explanations given to us, the Company
 has not made preferential allotment of shares to parties and companies
 covered in the register maintained under section 301 of the Companies
 Act, 1956.
 
 19.  According to information and explanations given to us, the Company
 has not issued any debentures during the year.
 
 20.  According to information and explanations given to us, during the
 year covered by our audit report, the Company has not raised any money
 by public issue.
 
 21.  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. 117 366W)
 
 Hemant M. Joshi
 
 Partner
 
 (Membership No.: 38019)
 
 Place : Mumbai
 
 Date : April 26, 2012