1.  We have audited the attached Balance Sheet of INFOTECH ENTERPRISES
 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.  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 misstatement. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and the disclosures in the financial statements.  An audit also
 includes assessing the accounting principles used and the 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 (Auditor''s Report) Order, 2003 (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 paragraphs 4 and 5 of the said Order.
 
 4.  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, 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 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.
 
 5. On the basis of the written representations received from the
 Directors as on March 31, 2011 taken on record by the Board of
 Directors, we report that, 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)
 
 (i) Having regard to the nature of the Company''s business, clauses
 (ii), (viii), (x), (xii), (xiii), (xiv), (xvi), and (xix) of CARO are
 not applicable.
 
 (ii) In respect of its fixed assets:
 
 (a) The Company has maintained proper records showing full particulars,
 including quantitative details and situation of the 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 the information and
 explanation given to us, the Company is in the process of
 reconciliation and discrepancies, if any, noted during such
 reconciliation would be accounted in the next year.
 
 (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.
 
 (iii) In respect of unsecured loans granted by the Company to
 companies, firms or other parties listed in the Register maintained
 under Section 301 of the Companies Act, 1956 and according to the
 information and explanations given to us:
 
 (a) The Company has granted loans aggregating Rs 1,500,000 to one
 party. At the year-end, the outstanding balances of such loans
 aggregated Rs 829,749 and the maximum amount involved during the year
 was Rs 927,140 (number of parties - one).
 
 (b) The rate of interest and other terms and conditions of such loans
 are, in our opinion, prima facie not prejudicial to the interests of
 the Company.
 
 (c) The receipts of principal amounts and interest have been as per
 stipulations.
 
 (d) There are no overdue amounts and hence the provisions of sub-clause
 (d) of clause 4(iii) of CARO are not applicable to the Company.
 
 (e) The Company has not taken any loans, secured or unsecured, from
 companies, firms or other parties listed in the register maintained
 under Section 301 of the Companies Act, 1956. Therefore, the provisions
 of sub-clauses (e), (f) and (g) of clause 4(iii) of CARO are not
 applicable to the Company.
 
 (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 with regard
 to purchase of fixed assets and the sale of services. During the course
 of our audit, we have not observed any major weakness in such internal
 control system.
 
 (v) In respect of contracts or arrangements entered in the Register
 maintained in pursuance of Section 301 of the Companies Act, 1956, to
 the best of our knowledge and belief and according to the information
 and explanations given to us:
 
 (a) The particulars of contracts or arrangements referred to Section
 301 that needed to be entered in the Register maintained under the said
 Section have been so entered.
 
 (b) In respect of transactions with subsidiaries, having regard to the
 explanations from the management that the transactions dealt are of
 special nature and therefore suitable alternative sources are not
 readily available for obtaining comparable quotations which we are
 unable to comment. There are no other transactions made in pursuance of
 such contracts or arrangements exceeding the value of Rs 5 lakhs in
 respect of any party during the year.
 
 (vi) According to the information and explanations given to us, the
 Company has not accepted any deposit from the public during the year.
 
 (vii) In our opinion, the internal audit functions carried out during
 the year by firm of Chartered Accountants appointed by the Management
 have been commensurate with the size of the Company and the nature of
 its business.
 
 (viii) According to the 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, Investor Education and Protection Fund,
 Employees'' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service
 Tax, Custom Duty, Excise Duty, Cess and other material statutory dues
 applicable to it with the appropriate authorities.
 
 (b) There were no undisputed amounts payable in respect of Income-tax,
 Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise 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.
 
 (ix) 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.
 
 (x) In our opinion and according to the information and explanations
 given to us, the terms and conditions of the guarantees given by the
 Company for loans taken by its subsidiaries from banks are not prima
 facie prejudicial to the interests of the Company.
 
 (xi) 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 short- term basis have not been used during
 the year for long- term investment.
 
 (xii) According to the information and explanations given to us, 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 during the
 year.
 
 (xiii) The Management has not raised any money by public issue during
 the year.
 
 (xiv) To the best of our knowledge and according to the information and
 explanations given to us, no fraud by the Company and no fraud on the
 Company has been noticed or reported during the year.
 
 For DELOITTE HASKINS & SELLS
 
                                                Chartered Accountants
  
                                           (Registration No. 008072S)
 
 
 
                                                  GANESH BALAKRISHNAN
 
                                                              Partner
 
                                               (Membership No. 201193)
 
 Secunderabad, April 20, 2011