OnMobile Global

We have audited the attached Balance Sheet of ONMOBILE GLOBAL LIMITED
 (the Company) as at March 31, 2009, 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.
 
 We conducted our audit in accordance with generally accepted auditing
 standards in India. These Standards require that we plan and perform
 the audit to obtain reasonable assurance 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
 statements 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:
 
 (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
 the 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
 accounts;
 
 (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) On the basis of the written representations from the directors,
 taken on record by the Board of Directors, none of the directors are
 disqualified as on March 31,2009 from being appointed as a director
 under Section 274 (1 )(g) of the Companies Act, 1956;
 
 (f) 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 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 31,2009;
 
 (ii) in the case of the Profit and Loss Account, of the profit for the
 year ended on that date; and
 
 (iii) in the case of the Cash Flow Statement, of the cash flows for the
 year ended on that date.
 
 Annexure to the Auditors Report
 
 (Referred to in our report of even date)
 
 (i) The nature of the Companys business/activities during the year are
 such that the provisions of clauses ii, iii (b) to (d), (f), (g), vi,
 viii, x, xi, xii, xiii, xiv, xv, xvi, xviii and xix of paragraph 4 of
 the Companies (Auditors Report) Order, 2003 are not applicable to the
 Company for the current 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 are physically verified by the management in
 accordance with a phased programme designed to cover all the items over
 a period of three years, which in our opinion is reasonable having
 regard to the size of the Company and nature of its assets. 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.
 
 (iii) According to the information and explanations given to us, during
 the year the Company has not granted or taken any loans, secured or
 unsecured to or from companies, firms or other parties covered 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, there are adequate internal controls procedure
 commensurate with the size of the company and the nature of its
 business for the purchase of fixed assets and for the sale of services
 and we have not observed any continuing failure to correct major
 weaknesses in such internal controls. The Companys 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 entered.
 
 (b) According to the information and explanation given to us, where
 each such transaction, excluding loans reported under paragraph (iii)
 above, is in excess of Rs. 5 lakhs in respect of any party, having
 regard to the explanation that the transactions involved services
 received of specialized nature, these have been made at prices which
 are prima facie reasonable
 
 (vi) In our opinion, the internal audit functions carried out during
 the year by a firm of Chartered Accountants appointed by the management
 have
 
 been commensurate with the size of the Company and the nature of its
 business.  (vii) With respect to statutory dues:
 
 (a) According to the information and explanations given to us except
 for certain delays in depositing Employee State Insurance dues, the
 Company has been regular in depositing undisputed statutory dues,
 including Investor Education and Protection Fund, Income tax, Sales
 tax, Wealth tax, Service tax, Custom duty, Excise duty, Cess and any
 other material statutory dues with the appropriate authorities during
 the year. There are no undisputed statutory dues outstanding for a
 period of more than six months from the date they became payable as at
 the balance sheet date.
 
 (b) According to the information and explanations given to us, details
 of disputed value added tax dues which have not been deposited as at
 
 the year-end on account any disputes are given below Period to which
 the amount Forum where dispute is
 
 Name of statute    Nature of Amount (Rs.) Period to which  Forum where
                                              the amount
                                                 relates    pending
 
 KarnatakaValue 
                 Value added                              Joint 
                 tax,interest                             Commissioner of 
 Added Tax Act   penal         169,618,694  2002-03      Commercial Taxes
                                            2007-08      Banglore
 interest Commercial Taxes, Bangalore
 
 (viii) According to the information and explanations given to us, and
 on an overall examination of the balance sheet of the Company, funds
 raised on short term basis have, prima facie, not been used during 
 the year for
 long term investment.  (ix) We have verified the end use of money
 raised by public issue is as disclosed in the note B1 to the schedule
 17 of the financial statements.  (x) To the best of our knowledge and
 belief and according to the information and explanations given to us,
 no fraud on or by the Company was
 
 noticed or reported during the year.
 
                                        For Deloitte Haskins & Sells
                                           Chartered Accountants
 
                                                 V. SRIKUMAR
 place: Mumbai                                     Partner
 Date: April 30, 2009                        Membership No. 84494