1.  We have audited the attached balance sheet of Oracle Financial
 Services Software Limited (‘the Company'') as at March 31, 2011 and also
 the Profit and Loss account and the cash flow statement for the year
 ended on that date 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 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 (Auditor''s Report) Order, 2003 (as
 amended) (‘the Order'') issued by the Central Government of India in
 terms of subRs.section (4A) of Section 227 of the Companies Act, 1956
 (‘the Act''), 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 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;
 
 iii. The balance sheet, profit and loss account and cash flow statement
 dealt with by this report are in agreement with the books of account;
 
 iv. 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 subRs.section (3C) of section 211 of the Act.
 
 v. On the basis of the written representations received from the
 directors, as on March 31, 2011, and 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 clause
 (g) of subRs.section (1) of section 274 of the Act.
 
 vi. 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 Act 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 the balance sheet, of the state of affairs of the
 Company as at March 31, 2011;
 
 b.  in the case of the profit and loss account, of the profit for the
 year ended on that date; and
 
 c.  in the case of cash flow statement, of the cash flows for the year
 ended on that date.
 
 Annexure referred to in paragraph 3 of our report of even date Re:
 Oracle Financial Services Software Limited (‘the Company'')
 
 i.  a.  The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 b.  Fixed assets have been physically verified by the management during
 the year and no material discrepancies were identified on such
 verification.
 
 c.  There was no disposal of a substantial part of fixed assets during
 the year.
 
 ii.  Due to the nature of its business, clause 4 (ii) of the Order,
 relating to physical verification of inventory is not applicable to the
 Company.
 
 iii.  a.  According to the information and explanations given to us,
 the Company has not granted any loans, secured or unsecured to
 companies, firms or other parties covered in the register maintained
 under section 301 of the Act. Accordingly, the provisions of clause 4
 (iii) (a) to (d) of the Order are not applicable to the Company and
 hence not commented upon.
 
 b. According to the information and explanations given to us, 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 Act. Accordingly, the provisions of clause 4 (iii) (e) to
 (g) of the Order are not applicable to the Company and hence not
 commented upon.
 
 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, for the
 purchase of fixed assets, sale of licenses and sale of services. During
 the course of our audit, we have not observed any major weakness or
 continuing failure to correct any major weakness in the internal
 control system of the Company in respect of these areas. Due to the
 nature of its business, the Company does not purchase any inventory.
 
 v.  In our opinion there are no contracts or arrangements that need to
 be entered into the register maintained under section 301 of the Act.
 Accordingly, the provisions of clause 4 (v) of the Order is not
 applicable to the Company.
 
 vi.  The Company has not accepted any deposits from the public.
 
 vii.  In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 viii.  To the best of our knowledge and as explained, the Central
 Government has not prescribed maintenance of cost records under clause
 (d) of subRs.section (1) of section 209 of the Act for the products of
 the Company.
 
 ix.  a.  The Company is generally regular in depositing with
 appropriate authorities undisputed statutory dues including provident
 fund, investor education and protection fund, employees'' state
 insurance, incomeRs.tax, salesRs.tax, wealthRs.tax, service tax, customs
 duty, cess and other material statutory dues applicable to it though
 there have been considerable delays in few cases of service tax,
 foreign taxes, income tax, value added tax and foreign withholding tax.
 As explained to us, the Company did not have any dues of excise duty.
 Further, since the Central Government has till date not prescribed the
 amount of cess payable under section 441 A of the Act, we are not in a
 position to comment upon the regularity or otherwise of the Company in
 depositing the same.
 
 b. According to the information and explanations given to us,
 undisputed dues in respect of provident fund, investor education and
 protection fund, employees'' state insurance, incomeRs.tax, wealthRs.tax,
 service tax, salesRs.tax, customs duty, cess and other material statutory
 dues which were outstanding, at the year end for a period of more than
 six months from the date they became payable are as follows:
 
 Name of the  Nature of the
              dues            Amount (Rs.)   Period to 
                                           which the  Due Date Date of 
                                                               Payment
 statute                                   amount 
                                           relates
 
 Finance      Service tax     5,860,482  April 2005 to 
                                         September 2010 Various 
                                                         dates   Rs. 
                                                               3,143,505
                                                                  is
 Act, 1994                                                     paid on
                                                               April 13,
                                                               2011
 
 Foreign Tax  Income Tax    169,444,499  April 2005 to 
                                         August 2010   Various 
                                                         dates Not yet 
                                                                paid
 
              Value added 
              Tax (‘VAT'')    23,858,629  April 2007 to 
                                          March 2009   Various 
                                                         dates Not yet
                                                                paid
 
              Withholding 
              Tax            48,666,134  December 2008 
                                        to August 2010 Various 
                                                         dates  Not yet
                                                                 paid
 
 Income Tax   Income Tax     30,898,494  April 2007 to 
                                           March 2008  August 
                                                       19, 2009 Not yet
                                                                 paid
 Act, 1961
 
 c.  According to the records of the Company, the dues outstanding of
 incomeRs.tax, salesRs.tax, wealthRs.tax, service tax, custom duty and cess on
 account of any dispute, are as follows:
 
 Name of the 
 statute         Nature of the 
                 dues           Amount (Rs.)  Period to 
                                              which 
                                              the amount Forum where 
                                                         dispute
                                              relates    is pending
 
 The Karnataka   VAT and 
                interest,        16,646,456 April 2005 to 
                                             March 2007  Joint 
                                                         Commissioner
 Value Added 
 Tax            penalty thereon                          of commercial
                                                         taxes
 Act, 2003                                              (Appeal)
 
 The Central 
 Sales          CST and 
                interest,         8,009,557 April 2002 to 
                                             March 2003  Joint 
                                                         Commissioner
 Tax Act, 1956  penalty thereon              and April 
                                               2005 to   of commercial
                                                         taxes
                                             March 2007   (Appeal)
 
 The Karnataka 
 Sales          VAT                 145,113 April 2002 to 
                                              March 2004  Joint
                                                          Commissioner
 Tax Act, 1957                                            of commercial
                                                          taxes
                                                          (Appeal)
 
 The Karnataka  VAT and 
                penalty             581,668 April 2004 to 
                                             March 2005   Appellate 
                                                          Tribunal,
 Value Added 
 Tax            thereon                                   Bangalore
 Act 2003
 
 The Central 
 Sales          CST and penalty     616,622 April 2004 to 
                                              March 2005  Appellate 
                                                          Tribunal,
 Tax Act 1956   thereon                                   Bangalore
 
 The Income Tax Income Tax 
                and           1,393,274,244*#  April 2006 
                                             to March 2007 Commissioner 
                                                             of
 Act, 1961      interest 
                thereon                                    Appeal 
                                                          (IncomeRs.tax)
 
 The Income Tax Tax deduction 
                at source          4,778,705  April 2006 
                                               to March
                                                 2007     Commissioner of
 Act, 1961      and interest 
                thereon                                   Appeal 
                                                         (IncomeRs.tax)
 
 The Income Tax Tax deduction 
               at source           2,226,960   April 2005 
                                                to March
                                                   2006   Commissioner of
 Act, 1961      and interest 
                thereon                                   Appeal 
                                                         (IncomeRs.tax)
 
 The Income 
 Tax            Tax deduction 
                 at source        52,547,270   April 2008 
                                                to March
                                                  2009    Commissioner of
 Act, 1961      and interest 
                  thereon                                 Appeal 
                                                         (IncomeRs.tax)
 
 * Net of Rs. 50,000,000 paid under protest
 
 # A stay order has been received against the amount disputed and hence
 not deposited
 
 x.  The Company has no accumulated losses at the end of the financial
 year and it has not incurred cash losses in the current and immediately
 preceding financial year.
 
 xi.  The Company did not have any dues to any financial institution,
 bank or debenture holder during the year.
 
 xii. According to the information and explanations given to us and
 based on the documents and records produced to us, the Company has not
 granted loans and advances on the basis of security by way of pledge of
 shares, debentures and other securities.
 
 xiii. In our opinion, the Company is not a chit fund or a nidhi/mutual
 benefit fund/society. Therefore, the provisions of clause 4(xiii) of
 the Order are not applicable to the Company.
 
 xiv. In our opinion, the Company is not dealing in or trading in
 shares, securities, debentures and other investments. Accordingly, the
 provisions of clause 4(xiv) of the Order are not applicable to the
 Company.
 
 xv.  According to the information and explanations given to us, the
 Company has not given any guarantee for loans taken by others from bank
 or financial institutions.
 
 xvi.  The Company did not have any term loans outstanding during the
 year.
 
 xvii. According to the information and explanations given to us and on
 an overall examination of the balance sheet of the Company, we report
 that no funds raised on shortRs.term basis have been used for longRs.term
 investment.
 
 xviii. The Company has not made any preferential allotment of shares to
 parties or companies covered in the register maintained under section
 301 of the Act.
 
 xix.  The Company did not have any outstanding debentures during the
 year.
 
 xx.  The Company has not raised any money by public issue during the
 year.
 
 xxi. Based upon the audit procedures performed for the purpose of
 reporting the true and fair view of the financial statements and as per
 the information and explanations given by the management, we report
 that no fraud on or by the Company has been noticed or reported during
 the year.
 
 
 For S. R. Batliboi & Associates
 
 Firm registration number: 101049W
 
 Chartered Accountants
 
 per Amit Majmudar
 
 Partner
 
 Membership No.: 36656
 
 Mumbai, India
 
 May 10, 2011