AUDITORS

TO,

THE MEMBERS OF,

HINDUJA INFRASTRUCTURE LIMITED.

1. We have audited the attached Balance Sheet of Hinduja Infrastructure Limited,as at 31st March, 2010 and the Profit and Loss Account and Cash Flow Statementfor the year ended on that date annexed thereto. These financial statements are theresponsibility of the company's Management. Our responsibility is to express an opinion onthese 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 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, (as amended) issued bythe Central Government 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& 5 of the said Order.

4. Further to our comments in paragraph 3 above, we report that:

i) We have obtained all the information and explanations which to the best of ourknowledge 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 theCompany so far as it appears from our examination of the books;

iii) The Balance Sheet, Profit and Loss account and the Cash Flow statement dealt withby this report are in agreement with the books of account;

iv) In our opinion, the Balance Sheet, Profit and Loss account and the Cash Flowstatement dealt with by this report comply with the mandatory Accounting Standardsreferred 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 31,2010 and taken on record by the Board of Directors we report that none of the Directors ofthe company is disqualified as on March 31, 2010 from being appointed as a director interms of clause (g) of sub-section (1) of Section 274 of the Companies Act,

vi) In our opinion and to the best of our information and according to the explanationsgiven to us the said Balance Sheet and Profit and Loss Account read together with notesthereon give the information required by the Companies Act, 1956, in the manner sorequired and give a true and fair view in conformity with the accounting principlesgenerally accepted in India:

a) In so far as it relates to the Balance Sheet of the state of affairs of the Companyas at 31st March, 2010;

b) In so far as it relates to the Profit and Loss account, of the profit of the Companyfor the year ended on that date and

c) In so far as it relates to the Cash Flow statement, of the cash flows of the Companyfor the year ended on that date.

For Ford, Rhodes, Parks & Co.,

Chartered Accountants

Firm Registration No.102860W

A.D. Shenoy

Partner

Membership No. 11549

Place: HYDERABAD

Date : 07.05.2010.

ANNEXURE TO THE AUDITOR'S REPORT

(Annexure referred to in paragraph 3 of our report of even date to the members ofHinduja Infrastructure Limited on the financial statements for the year ended March 31,2010)

1. The Company has been incorporated on 17th July, 2008. The Company is yetto commence its commercial operations and during the period 17th July, 2008 to31st March, 2010 there is no commercial activity carried out by the Company.

2. As there are no fixed assets, inventory, secured/unsecured loans and advances allthe matters referred to in aforesaid order are not applicable.

3. During the year the Company has made profit after tax of Rs.7,304/- as against lossof Rs.54,303/- in the previous year.

For Ford, Rhodes, Parks & Co.,

Chartered Accountants

Firm Registration No.l02860W

A.D. Shenoy

Partner

Membership No. 11549

Place: Hyderabad

Date : 07.05.2010.