1.  We have audited the attached Balance Sheet of Idea Cellular Limited
 (''the Company'') as at March 31, 2011, the Profit and Loss Account 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.  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.
 
 4.  Without qualifying our opinion, we draw attention to note 2 of
 schedule 22 B 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, till the
 next date of hearing.
 
 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.  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 and read with our comments in Para 4
 above, 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, 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.
 
 6.  On the basis of the 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 disqualified as on March 31, 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)
 
 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 controls 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, 2011 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, 2011 by the Company on account of disputes:
 
 Name of the Statute      Nature of               Period to which
                          Dues                the amount pertains
 
 Income Tax Act, 1961     Income Tax             2007-08, 2008-09
 
 Income Tax Act, 1961     Income Tax           2002-03 to 2010-11
 
 Income Tax Act, 1961     Income Tax             2007-08, 2008-09
 
 Income Tax Act, 1961     Income Tax                2003 to 2010
 
 Income Tax Act, 1961     Income Tax          2002-03 to 2004-05
 
 Income Tax Act, 1961     Income Tax                     2007-08
 
 Andhra Pradesh General   Sales Tax            1997-98, 2002-03,
 Sales Tax Act, 1957                            2003-04, 2004-05
 
 Andhra Pradesh Value     Sales Tax           2005-06 to 2007-08
 Added Tax, 2005
 
 Delhi Sales Tax Act, 
 1975                     Sales Tax             2003-04, 2004-05
 
 Gujarat Sales 
 Tax Act, 1969            Sales Tax           1998-99 to 2001-02
 
 Gujarat Sales 
 Tax Act, 1969            Sales Tax                      2006-07
 
 Kerala Sales 
 Tax Act, 1963            Sales Tax                      1997-98
 
 Kerala Sales 
 Tax Act, 1963            Sales Tax                      1998-99
 
 Madhya Pradesh 
 Commercial               Sales Tax             2004-05, 2007-08
 Tax Act, 1994
 
 Madhya Pradesh 
 Commercial               Sales Tax                      2000-01
 Tax Act, 1994
 
 Madhya Pradesh 
 Commercial               Sales Tax           2003-04 to 2006-07
 Tax Act, 1994
 
 Punjab VAT Act, 2005     Sales Tax             2006-07, 2007-08
 
 Uttar Pradesh 
 Trade Tax Act, 1948      Sales Tax            1999-00, 2001-02,
                                                2004-05, 2007-08
 
 Uttar Pradesh Trade 
 Tax Act, 1948            Sales Tax                      2007-08
 (UTTRAKHAND AMENDEMENT)
 
 Uttar Pradesh 
 Trade Tax Act, 1948      Sales Tax                      2006-07
 (UTTRAKHAND AMENDEMENT)
 
 Uttar Pradesh 
 Trade Tax Act, 1948      Sales Tax                      2007-08
 
 Uttar Pradesh Trade 
 Tax Act, 1948            Sales Tax                      2006-07
 
 Uttar Pradesh Trade 
 Tax Act, 1948            Sales Tax            2002-03, 2007-08,
                                                         2008-09
 
 Uttar Pradesh Value      Sales Tax            2006-07, 2007-08,
 Added Act, 2008                                        2009-10
 
 Uttar Pradesh 
 Trade Tax Act, 1948      Sales Tax                     2007-08
 
 Finance Act, 1994        Service Tax        2003-04 to 2009-10
 (Service Tax 
 provisions)
 
 Finance Act, 1994        Service Tax        2003-04 to 2007-08
 (Service Tax 
 provisions)
 
 Finance Act, 1994        Service Tax          1998-99, 2002-03
 (Service Tax 
 provisions)
 
 Finance Act, 1994        Service Tax        1999-00 to 2003-04
 (Service Tax 
 provisions)
 
 Finance Act, 1994        Service Tax                   2006-07
 (Service Tax 
 provisions)
 
 Customs Act, 1962        Custom Duty                   2003-04
 
 Haryana Land 
 Development              Entry Tax                     2002-03
 Tax Act.2001
 
 Name of the Statute            Amount      Forum where the
                                (Rs. Mn)      dispute is pending
 
 Income Tax Act, 1961            11.37      Assistant Commissioner of
                                            Income Tax
 
 Income Tax Act, 1961           232.18      Commissioner of
                                            Income Tax (Appeals)
 
 Income Tax Act, 1961            29.29      Income Tax Officer – TDS
 
 Income Tax Act, 1961           128.38      Income Tax Appellate 
                                            Tribunal
 
 Income Tax Act, 1961             4.15      Karnataka High Court
 
 Income Tax Act, 1961            13.56      Commissioner Of
                                            Appeal-III Lucknow
 
 Andhra Pradesh General
 Sales Tax Act, 1957            227.46      Andhra Pradesh High Court
 
 Andhra Pradesh Value
 Added Tax, 2005                103.66      Andhra Pradesh High Court
 
 Delhi Sales Tax Act, 1975       92.74      Additional Commissioner
                                            (Appeals)
 
 Gujarat Sales Tax Act, 1969      7.04      Sales Tax Appellate Tribunal
 
 Gujarat Sales Tax Act, 1969      0.83      Assessing officer
 
 Kerala Sales Tax Act, 1963       0.05      Sales Tax Appellate Tribunal
 
 Kerala Sales Tax Act, 1963       0.06      Deputy Commissioner, 
                                            Sales Tax
 
 Madhya Pradesh Commercial
 Tax Act, 1994                   19.70      Deputy Commissioner, Appeal
 
 Madhya Pradesh Commercial
 Tax Act, 1994                    0.31      CG Appellate Board
 
 Madhya Pradesh Commercial
 Tax Act, 1994                   10.59      Commercial Tax Tribunal -
                                            Madhya Pradesh
 
 Punjab VAT Act, 2005            61.56      Assistant Excise & Taxation
                                            Commissioner, Chandigarh
 
 Uttar Pradesh Trade 
 Tax Act, 1948                    3.48      Joint Commissioner (Appeals)
 
 Uttar Pradesh Trade 
 Tax Act, 1948
 (UTTRAKHAND AMENDEMENT)          1.69      Deputy Commissioner, 
                                            Sales Tax
 
 Uttar Pradesh Trade 
 Tax Act, 1948
 (UTTRAKHAND AMENDEMENT)          0.94      Joint Commissioner (Appeals)
 
 Uttar Pradesh Trade 
 Tax Act, 1948                    1.10      Additional Commissioner
                                            (Appeals)
 
 Uttar Pradesh Trade 
 Tax Act, 1948                    3.39     Joint Commissioner
 
 Uttar Pradesh Trade 
 Tax Act, 1948                    1.02     Trade Tax Tribunal
 
 Uttar Pradesh Value 
 Added Act, 2008                 34.13     Commercial Tax Tribunal 
                                           Bench II Lucknow
 
 Uttar Pradesh Trade 
 Tax Act, 1948                    2.73     Allahabad High Court
 
 Finance Act, 1994
 (Service Tax provisions)     1,203.79     Customs Excise &
                                           Service Tax Appellate 
                                           Tribunal
 
 Finance Act, 1994
 (Service Tax provisions)         8.94     Commissioner of
                                           Central Excise (Appeals)
 
 Finance Act, 1994
 (Service Tax provisions)         2.98     Punjab & Haryana High Court
 
 Finance Act, 1994
 (Service Tax provisions)         3.10     Supreme Court
 
 Finance Act, 1994
 (Service Tax provisions)        34.53     Assessing Officer, 
                                           Commissioner
                                           Central Excise & Service Tax
 
 Customs Act, 1962                7.12     Customs Excise & Service Tax
                                           Appellate Tribunal
 
 Haryana Land Development
 Tax Act.2001                     9.52     Tribunal
 
 Name of the Statute      Nature of               Period to which
                          Dues                the amount pertains
 
 Karnataka Tax on 
 Entry of                 Entry Tax                      2004-05
 Goods Act, 1979
 
 MP Entry Tax Act, 1976   Entry Tax           1998-99 to 2000-01
 
 MP Entry Tax Act, 1976   Entry Tax           1998-99 to 2006-07
 
 MP Entry Tax Act, 1976   Entry Tax           2005-06 to 2007-08
 
 Orissa Entry Tax 
 Act, 1999                Entry Tax             2008-09, 2009-10
 
 Rajasthan Tax On 
 Entry Of                 Entry Tax                      2008-09 
 Goods Into Local 
 Areas Act, 1999
 
 The Uttar Pradesh 
 Tax on Entry of          Entry Tax                      2007-08
 Goods Act, 2000
 
 The Uttar Pradesh Tax 
 on Entry of              Entry Tax                      2006-07
 Goods Act, 2000
 
 The Uttar Pradesh 
 Tax on Entry of          Entry Tax                      2004-05
 Goods Act, 2000
 
 The Uttar Pradesh 
 Tax on Entry of          Entry Tax          1999-00, 2001-02 to
 Goods Act, 2000                                2003-04, 2007-08
 
 Uttar Pradesh Trade 
 Tax Act, 1948            Entry Tax             2001-02,2002-03,
 (UTTRAKHAND AMENDEMENT)                                2003-04
 
 The Uttar Pradesh Tax 
 on Entry of              Entry Tax                     2007-08
 Goods Act, 2000
 
 Bihar Value Added 
 Tax Act, 2005            Entry Tax                     2009-10
 
 Name of the Statute            Amount      Forum where the
                                (Rs. Mn)      dispute is pending
 
 Karnataka Tax on Entry of
 Goods Act, 1979                  8.92      Karnataka High Court
 
 MP Entry Tax Act, 1976           0.13      Assistant Commissioner,
                                            Entry Tax
 
 MP Entry Tax Act, 1976          14.72      Commercial Tax Tribunal -
                                            Madhya Pradesh
 
 MP Entry Tax Act, 1976          22.47      Deputy Commissioner (Appeal)
 
 Orissa Entry Tax Act, 1999       5.20      Orissa High Court
 
 Rajasthan Tax On Entry Of
 Goods Into Local 
 Areas Act, 1999                  2.41      Rajasthan High Court
 
 The Uttar Pradesh Tax 
 on Entry of
 Goods Act, 2000                  2.03      Additional Commissioner
                                            (Appeals)
 
 The Uttar Pradesh 
 Tax on Entry of
 Goods Act, 2000                  0.22      Deputy Commissioner
 
 The Uttar Pradesh 
 Tax on Entry of
 Goods Act, 2000                  2.08      Joint Commissioner (Appeals),
                                            Commercial Tax.
 
 The Uttar Pradesh 
 Tax on Entry of
 Goods Act, 2000                 11.18      Trade Tax Tribunal
 
 Uttar Pradesh Trade 
 Tax Act, 1948
 (UTTRAKHAND AMENDEMENT)          0.57      Uttarakhand High Court
 
 The Uttar Pradesh 
 Tax on Entry of
 Goods Act, 2000                  6.00     Joint Commissioner (Appeals)
 
 Bihar Value Added 
 Tax Act, 2005                    1.73     Joint Commissioner (Appeals),
                                           Commercial Tax.
 
 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 amounting to Rs. 16,457
 Mn have 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.  According to the information and explanations furnished by the
 Management, which have been relied upon by us, there were no frauds on
 or by the Company noticed or reported during the course of our audit
 except few cases of fraud by employees and by external parties
 estimated at Rs. 0.92 Mn detected by the Management for which appropriate
 steps were taken to strengthen controls.
 
 For Deloitte Haskins & Sells
 
 Chartered Accountants 
 (Registration No. 117 366W)
 
 Hemant M. Joshi
 
 Partner
 
 (Membership No.: 38019)
 
 Place: Mumbai
 
 Date: July 29, 2011