We have audited the attached Balance Sheet of iCATE Global Solutions
 Limited as at March 31, 2008, the Profit and Loss Account and Cash Flow
 Statement of the Company for the year ended on that date 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.
 
 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 management, as well as evaluating the overall financial statement
 presentation. We believe that our audit provides a reasonable basis for
 our opinion.
 
 As required by the Companies (Auditors Report) Order, 2003, issued by
 the Central Government of India in terms of Section 227 (4A) of the
 Companies Act, 1956, we give in the Annexure a statement on the matters
 specified in paragraphs 4 and 5 of the said Order.
 
 Further to our comments in the Annexure referred to above, we report
 that:
 
 i. 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.
 
 ii. 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 and proper returns adequate for the purpose of our audit
 have been received from the branches not visited by us.
 
 iii. The accounts of two overseas branches of the Company have been
 audited by other firms of auditors. The reports of such auditors on the
 accounts of the said branches have been forwarded to us and dealt with
 in the manner considered necessary in preparing our report.
 
 iv. The Balance Sheet and Profit and Loss Account and Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account and the audited returns from the overseas branches.
 
 v. 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
 Companies Act, 1 956.
 
 vi. On the basis of written representations received from the Directors
 as on March 31, 2008 and taken on record by the Board of Directors, we
 report that none of the Directors is disqualified as on March 31, 2008
 from being appointed as a Director in terms of clause (g) of
 sub-section (1) of section 274 of the Companies Act, 1956.
 
 vii. In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts read with the notes
 thereon, give the information required by the Companies Act, 1 956, in
 the manner so required and give a true and fair view in conformity with
 the accounting principles generally accepted in India:
 
 a.  in the case of Balance Sheet, of the state of affairs of the
 Company as at March 31, 2008;
 
 b.  in the case of Profit and Loss Account, of the profit for the year
 ended on that date; and
 
 c.  in the case of the Cash Flow Statement, of the cash flows for the
 year ended on that date.
 
 Annexure to Auditors Report
 
 Annexure referred in our report of even date
 
 1.  a.  The Company has maintained proper records showing full
 particulars including quantitative details and situation of fixed
 assets.
 
 b.  We are informed that the fixed assets, except those held by the
 employees under hard furnishing scheme have been physically verified by
 the management at reasonable intervals and no material discrepancies
 have been noticed in respect of assets so verified during the year. In
 our opinion the frequency of verification is reasonable having regard
 to the size of the Company and the nature of its assets.
 
 c.  During the year the Company has not disposed off any substantial
 part of its fixed assets.
 
 2.  The nature of operations of the Company does not require it to hold
 inventories. Clause 4 (ii) of the Order is, therefore, not applicable
 to the Company for the year under report.
 
 3.  a.  The Company has granted unsecured loans to two subsidiaries of
 the Company. The maximum balance outstanding at any point of time
 during the year from the subsidiaries was Rs. 1 45,384 thousands. The
 loan of Rs. 107,321 thousands given to one subsidiary is considered
 doubtful and is fully provided. Subject to the above, in our opinion,
 the terms and conditions of the loans are not prima-facie prejudicial
 to the interests of the Company and there are no overdue amounts. The
 Company has not granted any loans, secured or unsecured, to any other
 Companies, firms or other parties covered in the register maintained
 under section 301 of the Companies Act, 1956.
 
 b. In our opinion, the rate of interest and other terms and conditions
 in respect of unsecured loan from its Ultimate Holding Company, iCate
 Corporation, USA amounting to Rs.40,1 20 thousands as at March 31, 2008
 is not prima facie prejudicial to the interest of the Company. The
 Company is regular in payment of interest whereas the principal
 repayment has not fallen due as per the terms of the agreement.
 
 4. In our opinion and according to the information and explanations
 given to us, there are adequate internal control procedures
 commensurate with the size of the Company and the nature of its
 business with regard to purchase of fixed assets and sale of services.
 During the course of our audit, no major weakness has been noticed in
 the internal controls.
 
 5.  a.  In our opinion and according to the information and
 explanations given to us the particulars of contracts/ arrangements
 that need to be entered into the register maintained under section 301
 have been so entered.
 
 b. The transactions pursuant to such contracts / arrangements have been
 made at prices which are reasonable having regard to the prevailing
 market price at the relevant time.
 
 6.  The Company has not accepted any deposits during the year from the
 public within the meaning of the provisions of section 58A and 58AA of
 the Companies Act, 1 956, March 31, 2008 and rules made there under.
 
 7.  In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 8.  According to the information and explanations given to us, the
 Central Government has not prescribed maintenance of cost records under
 Section 209 (1 )(d) of the Companies Act, 1 956.
 
 9.  a.  According to the information and explanations given to us and
 the records of the Company examined by us, the statutory dues
 applicable to the Company are Provident Fund, Investor Education and
 Protection Fund, Employees State Insurance, Income Tax, Karnataka
 Entry Tax, Wealth Tax, Custom Duty, Profession Tax, Cess and VAT. The
 Company is generally regular in depositing the statutory dues 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 statutory dues that
 have not been deposited on account of any dispute except as stated
 below:
 
 Sr.  Name of the Statute           Nature of
 No.                                Due
 
 1.   Income Tax Act, 1961          Income Tax
 
 2.   Income Tax Act, 1961          Income Tax
 
 
 Amount Rs.           Period to which          Forum where
 (in thousands)       this matter              dispute is
                      relates                  pending
 
 96                   Assessment Year          CIT Appeals
                      2002-03
 
 18,229               Assessment Year          CIT Appeals
                      2003-04
 
 c. According to the information and explanations given to us, no
 undisputed dues payable in respect of Income Tax, Sales Tax, Wealth
 Tax, Customs Duty and Cess were outstanding as at March 31, 2008 for a
 period of more than six months from the date they became payable.
 
 10.  The Financial statements of the Company as on March 31, 2008 do
 not show accumulated losses. The Company has not incurred any cash
 losses during the financial year covered by our audit and in the
 immediately preceding financial year.
 
 11.  The Company has not taken any loans from any financial
 institutions or banks and has not issued any debentures.
 
 12. The Company has not granted any loans or advances against security
 by way of pledge of shares, debentures and other securities.
 
 13.  The Company is not a chit fund, nidhi, mutual benefit fund or a
 society. Clause 4 (xiii) of the Order is, therefore, not applicable to
 the Company.
 
 14.  In our opinion, the Company is not an investment company dealing
 or trading in shares, securities, debentures and other investments.
 Clause 4(xiv) of the Order is, in our opinion, not applicable to the
 Company for the year under report. Investments as on March 31, 2008 are
 held by the Company in its own name.
 
 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.
 
 16.  According to the information and explanations given to us and the
 records of the Company examined by us, the Company has not taken any
 term loans during the year.
 
 17.  On the basis of the records of the Company examined by us and
 according to the information and explanations given to us, in our
 opinion, the Company has not raised short term funds for long term
 investments.
 
 18.  The Company has not made any preferential allotment of shares
 during the year to parties or companies covered in the register
 maintained under Section 301 of the Companies Act, 1956.
 
 19. The Company has not issued any debentures during the year.
 
 20.  The Company has not raised any money by way of public issues
 during the year.
 
 21.  According to the information and explanations given to us, no
 fraud on or by the Company has been noticed or reported during the
 year.
 
                                             For and on behalf of
                                          Chandabhoy & Jassoobhoy
                                            Chartered Accountants
 
                                                       B.T. Nagda
 Bangalore                                                Partner
 April 30, 2008                             Membership No. 102580