We have audited the attached balance sheet of SoftSol India Limited,
 Hyderabad(AP) as at 31st March, 2012, statement of Profit and Loss for
 the year ended on that date annexed thereto, and its Cash Flow
 statement for the year ended on that date. 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.
 
 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 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.
 
 As required by the Companies (Auditor''s 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 and 5 of the said Order.
 
 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, statement of Profit and Loss and the Cash-flow
 Statement dealt with by this report are in agreement with the books of
 account;
 
 (iv) In our opinion, the Balance Sheet, statement of Profit and Loss
 and the Cash- flow Statement dealt with by this report comply with the
 accounting standards referred to in sub-section (3C) of section 211 of
 the Companies Act, 1956;
 
 (v) On the basis of written representations received from the
 directors, as on 31st March, 2012, and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 31st March, 2012 from being appointed as a director in terms of clause
 (g) of sub-section (1) of section 274 of the Companies Act, 1956;
 
 (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 companies Act, 1956, in the manner so required, give a
 true and fair view in conformity with the accounting principles
 generally accepted in India;
 
 (a) in the ease of the Balance Sheet, of the state of affairs of the
 company as at 31st March, 2012;
 
 (b) in the case of statement of Profit and Loss of the PROFIT of the
 company for the year ended on that date; and
 
 (c) in the case of the Cash-flow Statement, of the cash flows of the
 company for the year ended on that date.
 
 Annexure to Auditor''s Report The Annexure referred to in paragraph 3 of
 our report of even date
 
 1.1.  The Company has maintained proper records showing full
 particulars including quantitative details and situation of fixed
 assets.
 
 1.2.  As explained to us. the management has physically verified most
 of the fixed assets during the year and there is a regular programme of
 verification which, in our opinion, is reasonable having regard to the
 size of the company and the nature of the assets. No material
 discrepancies were noticed during the year on such verification.
 
 1.3.  During the year the assests disposed off is not substantial so as
 to affect the going concern nature of the company.
 
 2.1. No inventories are held, since the company is engaged in
 developing software and providing I.T Solutions,Accordingly clause
 4(ii) is not applicable to the company for the year under report.
 
 3.1.1 The company has neither granted nor taken any loans secured or
 unsecured to /from companies, firms or other parties covered in the
 register maintained under Section 301 of the Companies Act 1956.
 
 3.1.2 In view of the comment in paragraph 3.1.1 above, the clause
 4(iii) (b), (c), (d). (e), (f) and (g) are not applicable to the
 company.
 
 4. In our opinion and according to the information and explanations
 given to us, there are adequate internal control systems commensurate
 with the size of the company and the nature of its business. Further
 during the course of audit, we have not come across any instances of
 major weaknesses in internal control that in our opnion, require
 correction but have so continued without correction.
 
 5.1 Based on the information and explanations given to us, we are of
 the opinion that the transactions that need to be entered in the
 register maintained under section 301 of the Companies Act, 1956 have
 been so entered.
 
 5.2 In our opinion and according to the information and explanations
 given to us, the transactions which have been entered into, pursuant to
 contracts that have been entered in the register maintained under
 Section 301 of the Companies Act, 1956, have been made at prices which
 are reasonable having regard to prevailing market prices at the
 relevant time.
 
 6.  The company has not accepted any deposits from public and
 consequently, the directives issued by the Reserve Bank of India and
 the provisions of sections 58A and 58AA or any other relevant
 provisions of the Companies Act 1956 and the rules framed there under
 are not applicable.
 
 7.  In our opinion, the company has an internal audit system
 commensurate with the size and nature of its business.
 
 8 The Central Government has not prescribed the maintenance of cost
 records under section 209 (1) (d) of the Companies Act, 1956 for the
 activities of the Company.
 
 9.1 According to the information furnished to us, the company is
 regular in depositing with appropriate authorities, the undisputed
 statutory dues including Provident Fund, Investor Education Protection
 Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax,
 Service tax, Customs Duty, Excise Duty, Cess and other material
 statutory dues applicable to the Company.
 
 9.2 According to the records of the Company and the information and
 explanations given to us, there are no undisputed dues of Income Tax,
 Sales Tax, Service tax, Customs Duty and Cess which are not paid for a
 period of more than six months.
 
 9.3 According to the records of the Company and the information and
 explanations given to us, the following are the disputed demand in
 respect of Income Tax, which has not been deposited.
 
 Nature of the                  Period to 
                                which the        Forum where dispute
 dues              Amount Rs.   amount relates         is pending
 
 Income Tax       1,24,93,756   2006-2007       C.I.T. Appeals. Hyderabad
 
                  1,42,98,638   2007-2008       C.I.T. Appeals, Hyderabad
 
 10.  The company has no accumulated losses as at the end of the
 financial year 31 -03-2012 and it has not incurred cash losses during
 the financial year covered by our audit and in the immediately
 preceding financial year.
 
 11.  In our opinion and according to the information and explanations
 furnished to us by the company, the company has not taken any loans
 from financial institutions and banks. Hence defaulted in repayment
 does not arise. Default in repayment of debentures docs not arise,
 since the company has not issued any debentures.
 
 12.  According to the information and explanation given to us. the
 company has not granted any loans or advances on the basis of security
 by way of pledge of shares, debentures and other securities.
 
 13.  The company is neither a chit fund nor a nidhi/ mutual benefit
 fund /society. Hence the requirements of clause 4(xiii) of the
 Companies (Auditor''s Report) Order, 2003 are not applicable to the
 company during the year under report.
 
 14.  According to the information furnished to us, the company is not
 trading in shares, securities, debentures and other investments.
 Accordingly, the requirements of clause 4(xiv) of the Companies
 (Auditor''s Report) Order, 2003 are not applicable to the company.
 
 15.  According to the information and explanation given lo us, the
 company has not given any guarantee for loans taken by others from
 banks and financial institutions.
 
 16.  According to the information and explanation given to us, the
 company has not obtained any term loans during the year.
 
 17.  The company has not raised any funds on short term basis.
 
 18.  According to the information and explanations given to us. the
 company has not made any preferential allotment of shares during the
 year to parties and companies covered in the register maintained under
 section 301 of the Act, or to any others.
 
 19.  According to the information and explanations given to us, the
 company has not issued any debentures during the year under report.
 
 20.  The company has not raised any money through public issues during
 the year. Accordingly, the provisions of clause 4(xx) of the Companies
 (Auditor''s Report) Order, 2003 are not applicable to the company during
 the year under report.
 
 21.  According to the information and explanations given to us, and
 based on the audit procedures generally adopted by us, we report that,
 during the year, no fraud on or by the company has been noticed or
 reported that is either significant or could have caused a material
 misstatement in the financial statements.
 
                                          For M/s. Brahmayya & Co.,
                              Firms'' Registration Number: 000513S
 
                                            Chartered Accountants
 
 Place : Hyderabad                                D.Seetharamaiah
 
 Date : 28.05.2012                                       Partner
 
                                              Membership No:2907