Take Solutions Ltd

AUDITORS’ REPORT ON CONSOLIDATED FINANCIAL STATEMENTS TO THE BOARD OF DIRECTORS OFTAKE SOLUTIONS LIMITED

1. We have audited the attached consolidated Balance Sheet of TAKE Solutions Limited('the Company'), and its subsidiaries (collectively referred as the 'TAKE Group') as atMarch 31, 2010, the consolidated Profit and Loss Account and the consolidated Cash FlowStatement for the year ended on that date, annexed thereto. These consolidated financialstatements are the responsibility of the Company's management and have been prepared bythe management on the basis of separate financial statements and other financialinformation regarding components. Our responsibility is to express an opinion on theseconsolidated financial statements based on our audit.

2. We conducted our audit in accordance with the Auditing Standards generally acceptedin India. Those Standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of material misstatement. Anaudit includes examining, on a test basis, evidence supporting the amounts and disclosuresin the financial statements. An audit includes assessing the accounting principles usedand significant estimates made by management, as well as evaluating the overall financialstatement presentation. We believe that our audit provides a reasonable basis for ouropinion.

3. We did not audit the financial statements of all the subsidiaries, whose financialstatements reflect total assets of Rs. 54000 Lacs as at March 31, 2010, total revenue ofRs. 32087 Lacs and net income after tax of Rs. 2041 Lacs for the year ended on that date.These financial statements and other information have been audited by other auditors,whose reports have been furnished to us and our opinion is based solely on the reports ofother auditors.

4. We report that the Consolidated Financial Statements have been prepared by thecompany's management in accordance with the requirements of Accounting Standard (AS) 21,Consolidated Financial Statements, prescribed by the Companies (Accounting Standards)Rules, 2006.

5. Subject to the matter referred to in paragraph 3 above, based on our audit and onconsideration of the reports of the other auditors on separate financial statements and onother financial information of the components and to the best of our information andaccording to the explanations given to us, we are of the opinion that the attachedConsolidated Financial Statements give a true and fair view in conformity with theaccounting principles generally accepted in India:

(i) in the case of the Consolidated Balance Sheet, of the State of affairs of the TAKEGroup as at 31st March, 2010;

(ii) in the case of the Consolidated Profit and Loss Account, of the Profit of the TAKEGroup for the year ended on that date; and

(iii) in the case of the Consolidated Cash Flow Statement, of the cash flows of theTAKE Group for the year ended on that date.