1.  We have audited the attached Balance Sheet of Wire and Wireless
 (India) 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) 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.  Without qualifying our opinion and without considering the
 consequential effect of the matter stated in paragraph 6 below, we draw
 attention to Note 1 (b) of schedule 21 of accompanying financial
 statements related to the conditions which indicate the existence of a
 material uncertainty on Company''s ability to continue as a going
 concern. In view of the mitigating factors, which have been more fully
 discussed in Note 1 (b) of schedule 21 of accompanying financial
 statements, these financial statements have been prepared under the
 going concern assumption.
 
 5.  Without qualifying our opinion, we draw attention to non compliance
 of certain terms and conditions of the Listing agreement with
 Securities & Exchange Board of India (SEBI), which the management is in
 the process of regularizing.  Pending the final outcome of this matter,
 no adjustments have been made to the accompanying financial statements
 in this regard.
 
 6.  Attention is drawn to note no. 19 of schedule 21 of accompanying
 financial statements in respect of advances of Rs. 1806.30 million
 (including Rs. 1,386.65 million being advanced subsequent to year end)
 given to various companies (including Rs. 1510.00 million to
 subsidiaries) for meeting working capital requirements and acquisition
 of MSOs / direct points etc. In view of the reasons stated in the said
 note, management of the Company is of the view that no provision is
 required there against. Having regard to the nature and size of
 operations of the recipients of said advances and in the absence of
 concrete plans for acquisition of MSO/ direct points, we are unable to
 comment on their ability to repay/ adjustments of these advances, and
 consequent adjustments, if any, that may be required to the carrying
 values of such advances.
 
 7.  Further to our comments in the Annexure referred to above, we
 report that:
 
 i. Subject to the matters stated in paragraph 6 above, 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. Subject to the matters stated in paragraph 6 above, 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. Subject to the matters stated in paragraph 6 above, 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. Subject to the matters stated in paragraph 6 above, 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 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 sub-section (1) of section 274 of the Companies Act, 1956.
 
 vi. Subject to the matters stated in paragraph 6 above; whose impact on
 the financial statements is presently not ascertainable, 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, 2011;
 
 b) in the case of the profit and loss account, of the loss 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: Wire and Wireless (India) Limited
 
 (i) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets, except for some of the network equipments taken over in the
 Scheme of Arrangements where the records are maintained for group of
 similar assets and not for each individual asset. The fixed assets
 register does not contain item- wise depreciation and accumulated
 depreciation.
 
 (b) All fixed assets have not been physically verified by the
 management during the year but there is a regular programme of
 verification. No material discrepancies were noticed on such
 verification. In our opinion, the frequency of physical verification of
 the network equipment needs to be improved further having regard to the
 size of the Company and the nature of its assets.
 
 (c) There was no disposal of a substantial part of fixed assets during
 the year.
 
 (ii) (a) The management has conducted physical verification of
 inventory at reasonable intervals during the year.
 
 (b) The procedures of physical verification of inventory followed by
 the management are reasonable and adequate in relation to the size of
 the Company and the nature of its business.
 
 (c) The Company is maintaining proper records of inventory and no
 material discrepancies were noticed on physical verification.
 
 (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 Companies Act, 1956. Accordingly, the
 provisions of clause 4(iii)(a) to (d) of the Order are not applicable
 to the Company and hence not commented upon.
 
 (e) The Company had taken loan from two companies covered in the
 register maintained under section 301 of the Companies Act, 1 956. The
 maximum amount involved during the year was Rs.l, 081 million and the
 year-end balance of loans taken from such parties was Rs. Nil.
 
 (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 inventory and fixed assets and for the sale of goods,
 advertising and carriage services. During the course of our audit, no
 major weakness has been noticed in the internal control system in
 respect of these areas. However, the internal control system for the
 sale of services for analogue subscription is inadequate since the
 company does not have written agreements with customers in some cases
 which is an industry issue as per management. In our opinion this is a
 continuing failure to correct major weakness in the 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 respect of transactions made in pursuance of such contracts or
 arrangements and exceeding the value of Rupees five lakhs entered into
 during the financial year, because of the unique and specialized nature
 of the items involved and absence of any comparable prices, we are
 unable to comment whether the transactions were made at prevailing
 market prices at the relevant time.
 
 (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 sub-section (1) of section 209 of the Companies Act, 1956 for
 the products of the Company.
 
 (a) Undisputed statutory dues including provident fund, investor
 education and protection fund, employees'' state insurance, sales-tax,
 wealth-tax, service tax, customs duty, cess and other material
 statutory dues have generally been regularly deposited with the
 appropriate authorities though there has been slight delay in a few
 cases of tax deducted at source. Excise duty is not applicable to the
 Company.
 
 Further, since the Central Government has till date not prescribed the
 amount of cess payable under section 441 A of the Companies Act, 1956,
 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, income-tax, wealth-tax,
 service tax, sales-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 
 statute       Nature of the 
               dues             Amount  Period to which 
                                        the             Due Date Date of
                                                                 Payment
                                 (Rs 
                               million) amount relates
 
 Andhra Pradesh 
 State          Entertainment 
                Tax               3.32  For the months
                                        from            25th of
                                                        each     Not yet
                                                                 paid
 Entertainment 
 Tax,                                  November 2006 to month 
                                                        subsequent
 1939                                  September 2009   to the
                                                        month of
                                                        collection
 
 (c) According to the records of the Company, the dues outstanding of
 income-tax, sales-tax, wealth-tax, service tax, customs duty and cess
 on account of any dispute, are as follows:
 
 Name of the 
 statute      Nature of dues Amount (Rs) Period to which 
                                                the      Forum where
                                                         dispute is
                                         amount relates  pending
 
 The Income 
 Tax Act,1961 Income Tax 
              Penalty         Rs.24.99 
                               million   Assessment Year 
                                         2004-05         Income Tax 
                                                         Appellate 
                                                         Tribunal
 
 (x) The Company''s accumulated losses af the end of the financial year
 are more than fifty percent of its net worth.  The Company has incurred
 cash losses during the year and in the immediately preceding financial
 year.
 
 (xi) Based on our audit procedures 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 a financial
 institution, bank or debenture holders.
 
 (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 Companies (Auditor''s Report) Order, 2003 (as amended)
 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 Companies (Auditor''s Report) Order,
 2003 (as amended) 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) Based on information and explanations given to us by the
 management, term loans were applied for the purpose for which the loans
 were obtained.
 
 (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 short-term basis have been used for long-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 Companies Act, 1956.
 
 (xix) According to the information and explanations given to us, the
 Company had, during the previous year, issued 1920 debentures of Rs. 1
 million each. The Company has created security or charge in respect of
 debentures issued.
 
 We have verified the end use of money raised by way of Rights issue as
 disclosed in note no. 17 of Schedule 21 to the financial statements.
 
 (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 course of our audit.
 
 
 For S.R. BATLIBOI & ASSOCIATES
 
 Firm registration number: 101049W
 
 Chartered Accountants
 
 per Yogesh Midha
 
 Partner
 
 Membership No.:94941
 
 Place : Gurgaon
 
 Date   : 19-05-2011