1.  We have audited the attached Balance Sheet of ONMOBILE GLOBAL
 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 Management of the Company. 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 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 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 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 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, 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/activities/results, clauses i(c), ii, iii (b) to (d), (f),
 (g), vi, viii, xii, xiii, xiv and xix of CARO are not applicable for
 the year.
 
 (ii) 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 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, no material discrepancies were noticed on such
 verification.
 
 (iii) 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.
 
 (iv) In our opinion and according to the information and explanations
 given to us, having regard to the explanations that some of the items
 purchased are of special nature and suitable alternative sources are
 not readily 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 purchases 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. The Company''s operations during the year did not entail
 purchase of inventory or sale of goods.
 
 (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 into the register, maintained under the
 said section have been so entered.
 
 (b) Where each of such transaction is in excess of Rs.5 lakhs in
 respect of any party, the transactions have been made at prices which
 are prima facie reasonable having regard to the prevailing market
 prices at the relevant time except in respect of certain purchases for
 which comparable quotations are not available and in respect of which
 we are unable to comment.
 
 (vi) In our opinion, the Company has an adequate internal audit system
 commensurate with the size and the nature of its business.
 
 (vii) 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 Educa- tion 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 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 in arrears, as at March
 31, 2011 for a period of more than six months from the date they became
 payable.
 
 (c) Details of dues of Income-tax, Sales-tax, Wealth Tax, Service Tax,
 Custom Duty, Excise Duty and Cess which have not been deposited as on
 March 31, 2011 on account of disputes are given below:
 
                                   Forum where 
                                    Dispute is   Period to 
                                                 which the 
 Satute          Nature of Dues                              Amount (Rs.)
                                     pending     amount 
                                                 relates  
 
 Karnataka Value 
 Added Tax       Value added tax, 
                 interest          Karnataka 
                                   Appellate 
                                   Tribunal     2002-03 to 
                                                  2007-08    259,843,122
 
 Act / Central 
 Sales Tax       and penal 
                 interest          Bangalore
 
 Karnataka Value 
 Added Tax       Value added tax,
                 interest          Joint Commiss
                                   -ioner of     2008-09 to 
                                                   2009-10   120,125,062
 Act / Central 
 Sales Tax       and penal 
                 interest          Commercial 
                                   Taxes, 
                                   Bangalore
 
 (viii) The Company does not have accumulated losses at the end of the
 financial year and has not incurred cash losses in the financial year
 and in the immediately preceding financial year.
 
 (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. There are no outstanding dues to financial institutions and
 debenture holders.
 
 (x) In our opinion and according to the information and explanations
 given to us, the company has not given any guarantees for loans taken
 by others from banks and financial institutions.
 
 (xi) The Company has not availed any term loans during the year.
 
 (xii) In our opinion and according to the information and explanations
 given to us and on an overall examination of the Balance Sheet, prima
 facie, we report that funds raised on short-term basis have not been
 used during the year for long- term investment.
 
 (xiii) The Company has not made any preferential allotment of shares to
 parties and companies covered in the Register maintained under section
 301 of the Act.
 
 (xiv) The Management has disclosed the end use of money raised by
 public issues and we have verified the same.
 
 (xv) 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)
 
                                     V. SRIKUMAR
 
 April 30, 2011                      Partner
 
 Bangalore                          (Membership. No. 84494)