1.  We have audited the attached Balance Sheet of NUCLEUS SOFTWARE
 EXPORTS LIMITED as at 31 March, 2011, the Profit & 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 Companys Management. Our responsibility is to express an opinion
 on these financial statements based on our audit.
 
 2.  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.
 
 3.  As required by the Companies (Auditors Report) Order, 2003 issued
 by the Central Government of India in terms of sub-section (4A) of
 Section 227 of the Companies Act, 1956, we enclose in the Annexure a
 statement on the matters specified in paragraphs 4 & 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, the Profit & 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 & 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 read together with the
 notes thereon, give the information required by the Companies Act,
 1956, in the manner so required, 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 31 March, 2011 and
 
 ii.  in the case of the Profit & Loss Account, of the profit of the
 Company for the year ended on that date.
 
 iii.  in the case of the Cash Flow Statement, of the cash flows of the
 Company for the year ended on that date.
 
 f.  on the basis of written representations received from directors as
 on 31 March, 2011, and taken on record by the Board of Directors, we
 report that, none of the directors is disqualified as on 31 March, 2011
 from being appointed as a director in terms of clause (g) of sub
 section (1) of Section 274 of the Companies Act, 1956.
 
 ANNEXURE TO THE AUDITORS REPORT (Referred to in paragraph 3 of our 
 report of even date)
 
 Having regard to the nature of the Companys business, clauses (ii),
 (viii), (x), (xi), (xii) (xiv), (xv) and (xix) of paragraph 4 of CARO
 are not applicable.
 
 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 Company has a program of physically verifying all its fixed
 assets in a phased manner over a period of three years, which in our
 opinion is reasonable having regard to the size of the Company and
 nature of its business. In accordance with this program, fixed assets
 were physically verified by the management during the year and
 according to the information and explanations given to us, no material
 discrepancies were noticed on such verification.
 
 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.  a.  The Company has granted unsecured loans to two wholly owned
 subsidiary companies covered in the register maintained under Section
 301 of the Companies Act, 1956.  The maximum amount outstanding during
 the year was Rs.71,742,356 and the balance of such loan as at 31 March
 2011 is Rs.71,500,356. As informed to us, the Company has not granted
 any other loan, secured or unsecured to other companies, firms or other
 parties covered in the register maintained under Section 301 of the
 Companies Act, 1956.
 
 The Company has not taken any loans, secured or unsecured from
 companies, firms or other parties covered in the register maintained
 under section 301 of the Companies Act, 1956.
 
 b.  Of the abovementioned two loans, one loan of Rs.49,160,356 is
 non-interest bearing. In our opinion and according to the information
 and explanations given to us, other terms and conditions of such loans
 given by the Company are prima facie, not prejudicial to the interest
 of the Company.
 
 c.  According to the terms of the loan agreement no portion of
 principal amount was repayable during the current year.
 
 d.  There are no amounts overdue as at 31 March 2011 in respect of loan
 granted in accordance with the terms of the loan agreement.
 
 3.  In our opinion and according to the information and explanations
 given to us and having regard to the explanation that services rendered
 are for the specialised requirements of the buyers and suitable
 alternative sources are not available for obtaining comparable
 quotations, 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 sale of services. The Companys
 operations did not give rise to purchase of inventory and sale of goods
 during the current year.
 
 4.  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 provided to us:
 
 (a) The particular 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) Where each of such transaction is in excess of Rs. 5 lakh in
 respect of any party, the transactions have been made at price which
 are prima facie reasonable having regard to the prevailing market
 prices at the relevant time.
 
 5.  The Company has not accepted any deposits from the public, within
 the meaning of Sections 58A and 58AA or any other relevant provisions
 of the Companies Act, 1956 and the Companies (Acceptance of Deposits)
 Rules, 1975.
 
 6.  In our opinion, the internal audit function carried out during the
 year by a firm of Chartered Accountants appointed by the Management is
 commensurate with the Size of the Company and the nature of its
 business.
 
 7.  According to the information and explanations provided to us in
 respect of statutory dues:
 
 a.  The Company has generally deposited its statutory dues including
 Provident Fund, Employees State Insurance, Income Tax, Sales Tax,
 Service Tax, Professional Tax, Work Contract Tax and Cess within the
 prescribed time with the appropriate authorities during the year. There
 are no undisputed amounts payable in respect of these dues for a period
 of more than six months from the date they became payable.
 
 b.  We are informed that the operations of the Company during the year
 did not give rise to any liability for Investor Education and
 Protection Fund, Wealth Tax, Custom Duty and Excise Duty.
 
 c.  We are informed that there are no dues in respect of Income Tax,
 Sales Tax, Service Tax and Cess which have not been deposited on
 account of any dispute except the following:
 
 Name of 
 the statute   Nature of 
               the dues     Total amount 
                            involved        Period to   
                                            which the    Forum where
                                                          dispute is
                            (Rupees)     amount relates    pending
 
 Income-tax 
 Act, 1961    Income-tax    1,364,572    Assessment year  Income-tax
                                                           Appellate
                                         2005-06            Tribunal
 
 Income-tax 
 Act, 1961    Income-tax    1,122,734    Assessment year  Income-tax
                                                           Appellate
                                         2006-07            Tribunal
 
 Income-tax 
 Act, 1961    Income-tax    1,153,664    Assessment year  Commissio
                                                         -ner of Income
                                         2007-08       Tax (Appeals)
 
 8.  In our opinion and according to the information and explanations
 given to us, the Company is not a chit fund or a nidhi / mutual benefit
 fund / society. Accordingly, provisions of clause 4(xiii) of the Order
 are not applicable to the Company.
 
 9.  Based on the examination of the books of account and related
 records and according to the information and explanations provided to
 us, no term loans were obtained by the Company.
 
 10.  According to the information and explanations given to us and on
 an overall examination of the balance sheet of the Company, we are of
 the opinion that funds raised on short-term basis have not been used
 for long-term investment.
 
 11.  According to the information and explanation 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.
 
 12.  According to the information and explanations given to us, the
 Company has not raised any money by way of public issue during the
 year. Accordingly, the provisions of clause (xx) of the Order are not
 applicable to the Company.
 
 13.  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 HASINS & SELLS 
                                         Chartered Accountants 
                                    (registration No. 015125N) 
                                                          Sd/- 
                                              JITENDRA AGARWAL 
 
 Gurgaon                                               Partner
 
 May 1, 2011                            (Membership No. 87104)