eClerx Services Ltd

To the Members of eClerx Services Limited

1. We have audited the attached Balance Sheet of eClerx Services Limited, (the'Company') as at 31 March 2012, and also the Statement of Profit and Loss and the CashFlow Statement for the year ended on that date annexed thereto (collectively referred asthe 'financial statements'). These financial statements are the responsibility of theCompany's management. Our responsibility is to express an opinion on these financialstatements 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 also includes assessing the accounting principlesused and significant estimates made by management, as well as evaluating the overallfinancial statement presentation. We believe that our audit provides a reasonable basisfor our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 (the 'Order') (asamended), issued by the Central Government of India in terms of sub-section (4A) ofsection 227 of the Companies Act, 1956 (the 'Act'), we enclose in the Annexure a statementon the matters specified in paragraphs 4 and 5 of the Order.

4. Further to our comments in the Annexure referred to above, we report that:

a. We have obtained all the information and explanations, which to the best of ourknowledge and belief were necessary for the purposes of our audit;

b. In our opinion, proper books of account as required by law have been kept by theCompany so far as appears from our examination of those books;

c. The financial statements dealt with by this report are in agreement with the booksof account;

d. On the basis of written representations received from the directors, as on 31 March2012 and taken on record by the Board of Directors, none of the directors is disqualifiedas on 31 March 2012 from being appointed as a director in terms of clause (g) ofsub-section (1) of section 274 of the Act;

e. In our opinion and to the best of our information and according to the explanationsgiven to us, the financial statements dealt with by this report comply with the accountingstandards referred to in sub-section (3C) of section 211 of the Act and give theinformation required by the Act, in the manner so required and give a true and fair viewin conformity with the accounting principles generally accepted in India, in the case of:

i) the Balance Sheet, of the state of affairs of the Company as at 31 March 2012;

ii) the Statement of Profit and Loss, of the profit for the year ended on that date;and

iii) the Cash Flow Statement, of the cash flows for the year ended on that date.

Annexure to the Auditors' Report of even date to the members of eClerx ServicesLimited, on the financial statements for the year ended 31 March 2012.

Based on the audit procedures performed for the purpose of reporting a true and fairview on the financial statements of the Company and taking into consideration theinformation and explanations given to us and the books of account and other recordsexamined by us in the normal course of audit, we report that:

(i) (a) The Company has maintained proper records showing full particulars, includingquantitative details and situation of fixed assets.

(b) The Company has a regular program of physical verification of its fixed assetsunder which fixed assets are verified in a phased manner over a period of two years which,in our opinion, is reasonable having regards to the size of the Company and the nature ofits assets. No material discrepancies were noticed on such verification.

(c) In our opinion, a substantial part of fixed assets has not been disposed off duringthe year.

(ii) (a) The Company does not have any tangible inventory.

Accordingly, the provisions of clause 4(ii) of the Order are not applicable.

(iii) (a) The Company has not granted any loan, secured or unsecured to companies,firms or other parties covered in the register maintained under Section 301 of the Act.Accordingly, the provisions of clauses 4(iii)(b) to 4(iii)(d) of the Order are notapplicable.

(e) The Company has not taken any loans, secured or unsecured from companies, firms orother parties covered in the register maintained under section 301 of the Act.Accordingly, the provisions of clauses 4(iii)(f) and 4(iii)(g) of the Order are notapplicable.

(iv) Owing to the nature of its business, the Company does not maintain any physicalinventories or sells any goods. Accordingly, clause 4(iv) of the Order with respect topurchase of inventories and sale of goods is not applicable. In our opinion, there is anadequate internal control system commensurate with the size of the Company and the natureof its business for the purchase of fixed assets and for the sale of services. During thecourse of our audit, no major weakness has been noticed in the internal control system inrespect of these area.

(v) (a) In our opinion, the particulars of all contracts or arrangements that need tobe entered into the register maintained under section 301 of the Act have been so entered.

(b) In our opinion, the transactions made in pursuance of such contracts orarrangements and exceeding the value of Rupees five lakhs in respect of any party duringthe year have been made at prices which are reasonable having regard to prevailing marketprices at the relevant time.

(vi) The Company has not accepted any deposits from the public within the meaning ofsections 58A and 58AA of the Act and the Companies (Acceptance of Deposits) Rules, 1975.Accordingly, the provisions of clause 4(vi) of the Order are not applicable.

(vii) In our opinion, the Company has an internal audit system commensurate with itssize and the nature of its business.

(viii) To the best of our knowledge and belief, the Central Government has notprescribed maintenance of cost records under clause (d) of sub-section (1) of section 209of the Act, in respect of the Company's services. Accordingly, the provisions of clause4(viii) of the Order are not applicable.

(ix) (a) Undisputed statutory dues including provident fund, investor education andprotection fund, employees' state insurance, income-tax, sales-tax, wealth-tax,service-tax, custom duty, excise duty, cess and other material statutory dues, asapplicable, have generally been regularly deposited with the appropriate authorities,though there has been slight delay in a few cases. No undisputed amounts payable inrespect thereof were outstanding at the year end for a period of more than six months fromthe date they became payable.

(b) There are no dues in respect of sales tax, customs duty, wealth tax, service tax,excise duty and cess that have not been deposited with the appropriate authorities onaccount of any dispute. The dues outstanding in respect of income-tax on account of anydispute, are as follows:

(x) In our opinion, the Company has no accumulated losses at the end of the financialyear and it has not incurred cash losses in the current and the immediately precedingfinancial year.

(xi) The Company has no dues payable to a financial institution or a bank ordebenture-holders during the year. Accordingly, the provisions of clause 4(xi) of theOrder are not applicable.

(xii) The Company has not granted any loans and advances on the basis of security byway of pledge of shares, debentures and other securities. Accordingly, the provisions ofclause 4(xii) of the Order are not applicable.

(xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund/ society. Accordingly, the provisions of clause 4(xiii) of the Order are not applicable.

(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 theOrder are not applicable.

(xv) The Company has not given any guarantees for loans taken by others from banks orfinancial institutions. Accordingly, the provisions of clause 4(xv) of the Order are notapplicable.

(xvi) The Company did not have any term loans outstanding during the year. Accordinglythe provisions of clause 4(xvi) of the Order are not applicable.

(xvii) In our opinion, no funds raised on short-term basis have been used for long-terminvestment.

(xviii) During the year the Company has not made any preferential allotment of sharesto parties or companies covered in the register maintained under section 301 of the Act.Accordingly, the provisions of clause 4(xviii) of the Order are not applicable.

(xix) The Company has neither issued nor had any outstanding debentures during theyear. Accordingly, the provisions of clause 4(xix) of the Order are not applicable.

(xx) The Company has not raised any money by public issues during the year. Themanagement of the Company has disclosed the end use of monies raised by public issue inthe previous year / earlier years in the current year financial statements and the samehas been verified by us.

(xxi) No fraud on or by the Company has been noticed or reported during the yearcovered by our audit.

For Walker, Chandiok & Co

Chartered Accountants

Firm Registration No: 001076N

per Khushroo B. Panthaky

Partner

Membership No.F-42423

Mumbai

18 May 2012