1.  We have audited the attached Balance Sheet of THINKSOFT GLOBAL
 SERVICES LTD, Type 2, Unit 5, Dr. Vikram Sarabhai Instronics Estate,
 Thiruvanmiyur, Chennai - 600041 as at March 31, 2012, the Profit and
 Loss Account and also 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 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.
 
 3.  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.
 
 4.  Further to our comments in the Annexure referred to in paragraph 3
 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, including for the branches for which also
 books are centrally maintained at the head office, so far as appears
 from our examination of the 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 sub-section (3C) of section 211 of
 the Companies Act, 1956.
 
 (v) On the basis of written representations received from the
 directors, as on March 31, 2012 and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 March 31, 2012 from being appointed as a director of the Company 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 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, 2012;
 
 (b) In the case of the profit and loss account, 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 for the
 year ended on that date
 
 Annexure referred to in paragraph ''3'' of the Auditors'' Report to
 the members of Thinksoft Global Services Ltd on the accounts for the
 year ended March 31, 2012
 
 (i) (a) The Company has maintained proper records showing full
 particulars including quantitative details and situation of fixed
 assets.
 
 (b) The company has a regular program of verifying fixed assets every
 year which, in our opinion, is reasonable having regard to the size of
 the company and nature of its assets. All Fixed assets have been
 physically verified by the management along with Internal Auditors
 during the year. As informed, discrepancies noticed on such
 verification were not material and have been properly dealt with in the
 books of account.
 
 (c) There was no substantial disposal of fixed assets during the year.
 
 (ii) Having regard to the nature of the company''s business, clause (ii)
 of this order is not applicable
 
 (iii) (a) The company has not granted any loan to the parties covered
 under Sec 301 register.
 
 (b) In the case of fully owned subsidiaries, expenses reimbursable
 accounts do not have any stipulation with regard to payment or other
 terms.
 
 (c) According to the information and explanations given to us, the
 Company has, during the year, 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.
 
 (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 with regard
 to the purchase of fixed assets and sale of services. On the basis of
 our examination and according to the information and explanations given
 to us, there is no continuing failure to correct major weaknesses in
 the aforesaid internal control system.
 
 (v) (a) According to the information and explanations provided by the
 management, we are of the opinion that the particulars of contracts or
 arrangements referred to in section 301 of the Companies Act, 1956 that
 need to be entered into the register maintained under Section 301 have
 been so entered.
 
 (b) In our opinion and according to the information and explanations
 given to us, transactions made in pursuance of such contracts or
 arrangements exceeding the value of five lakh rupees have been made at
 prices which are reasonable having regard to the prevailing market
 prices at the relevant time.
 
 (vi) The Company has not accepted any deposits from the public within
 the meaning of section 58A and 58AA of the Act and the rules made there
 under.
 
 (vii) In our opinion, the company has an internal audit system
 commensurate with its size and the nature of its business
 
 (viii) The Company is not required to maintain cost records prescribed
 by the Central Government under clause (d) of sub-section (1) of
 section 209 of the Act.
 
 (ix) (a) According to the information and explanations given to us and
 the records of the Company examined by us, the Company has generally
 been regular in depositing undisputed statutory dues including
 provident fund, income-tax, customs duty, service tax, cess and other
 material statutory dues applicable to it with the appropriate
 authorities. Statutory dues in respect of sales tax, excise duty and
 investor education and protection fund are not applicable to the
 company.
 
 (b) According to the information and explanation given to us and the
 records of the Company examined by us, no undisputed amounts payable in
 respect of Provident Fund, Income Tax, Service Tax, Customs Duty and
 cess were in arrears, as at March 31, 2012 for a period of more than
 six months from the date they became payable.
 
 (c) Dues relating to sales tax / excise duty / cess / Income tax /
 service tax, which have not been deposited on account of disputes with
 the related authorities, are stated in the table below:
 
 Name of the 
 statute         Period       Amount       Forum where the dispute is
                             (in Rs.Lacs)  pending
 
                                           Customs, Excise and Service
                                           Tax Appellate 
 Service tax     FY 2004 to 
                 FY 2006        72.18      Tribunal (South Zone bench)
 
 Income tax      FY 2006 & 
                 FY 2009       462.38      CIT Appleals
 
 (x) The Company has no accumulated losses at the end of the year and
 has not incurred cash losses in the current year and the immediately
 preceding financial year.
 
 (xi) Based on our audit procedure and as per the information and
 explanations given by the management, we are of the opinion that the
 company has not defaulted in repayment of dues to financial
 institutions, banks or debenture holders.
 
 (xii) The Company has not granted any loans and advances on the basis
 of security by way of pledge of shares, debentures and other
 securities, accordingly paragraph 4 (xii) of the Order is not
 applicable.
 
 (xiii) The Company is not a chit fund / nidhi / mutual benefit fund /
 society to which the provisions of special statute relating to chit
 fund etc., are applicable, accordingly paragraph 4 (xiii) of the Order
 is not applicable.
 
 (xiv) As the Company is not dealing or trading in shares, securities,
 debentures and other investments, paragraph 4 (xiv) of the Order is not
 applicable.
 
 (xv) According to the information and explanations given to us, the
 company has not given any guarantee during the year for loans taken by
 others from banks or financial institutions.
 
 (xvi) In our opinion and according to the information and explanations
 given to us, the Company has not taken any term loan 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, during the year, short-term funds have not been used to finance
 long-term investments.
 
 (xviii) The Company has not made any preferential allotment of shares
 to parties covered under Sec 301 register during the year.
 
 (xix) The Company has not issued any debentures during the year.
 
 (xx) The Company has raised money by way of public issue during
 financial year 2010 and has disclosed the end use of the money raised
 by public issue vide Note No. 30 forming part of the financial
 statements and the same has been verified by us.
 
 (xxi) Based upon the audit procedures performed and 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 ended March
 31, 2012.
 
 For PKF Sridhar & Santhanam
 
 Chartered Accountants
 
 Firm Registration No 003990S
 
 T V Balasubramanian
 
 Partner
 
 Membership No.: 27251
 
 Place: Chennai
 
 Date: April 27, 2012