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.

1. As required by the Companies (Auditor Report) Order, 2003, as amended by the Companies (Auditors Report) Amendment Order, 2004 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, ("the Act") we enclose in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

2. Further to our comments in the annexure referred to 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 purpose of our audit.

(ii) In our opinion, the Company has kept proper books of account as required by Law so far as appears from our examination of those books

(iii) The Balance Sheet, Profit & Loss Account and cash flow statement dealt with by this report are in agreement with the books of accounts.

(iv) In our opinion, the Balance Sheet, Profit & 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 31st March, 2011 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March 2011 from being appointed as a Director in terms of Clause (g) of sub-section (1) of section 274 of the Companies Act, 1956; and

(vi) In our opinion and to the best of our information and according to the explanations given to us, they 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:-

i. in the case of the balance sheet, of the state of Affairs of the Company as at 31st March 2011; and

ii. in the case of the Profit & Loss Account of the Profit of the company for the year ended on that date.

iii. In the case of the cash flow statement, of the cash flows for the year ended on that date. The Cash Flow Statement has been prepared by the company in accordance with the requirements of Clause 32 of the listing agreements entered into with the Stock Exchange.

ANNEXURE TO THE AUDITOR'S REPORT

Annexure referred to in our report to the members of M/s. Telesys Info-Infra (I) Limited (formerly known as Telesys Software Limited) ("the Company") for the year ended 31st March 2011.

1. a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b) All the assets have been physically verified by the management during the year and there is regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

c) During the year no sale of any of the fixed assets was effected by the Company.

2. The Company does not have any inventory. Accordingly paragraph 4(ii) of the order is not applicable.

3. The Company has neither taken for granted any loans, secured and unsecured to/from companies, firms and other parties listed in the register maintained under section 301 of the Companies Act 1956.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

5. The Company has not entered into any contracts or arrangements attracting provisions of Section 301 of the Companies Act, 1956. Accordingly, clause 4 (v) of the order is not applicable.

6. The Company has not accepted any deposits from the public and hence provisions of sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules 1975 are not applicable. Accordingly, clause 4(vi) of the order is not applicable.

7. In our opinion the Company has an internal audit system commensurate with its size and nature of its business.

8. The Company has not been required by the Central Government to maintain cost records under Section 209 (1) (d) of the Companies Act, 1956. Accordingly, clause 4 (viii) of the order is not applicable.

9. a) The Company is regular in depositing with appropriate authorities undisputed statutory dues such as Income Tax, Sales Tax, Education Cess and other material statutory dues applicable to it.

b) According to the information and explanations given to us there are no disputed amounts payable in respect of Income Tax, Sales Tax, Education Cess were in arrears as at 31bl March, 2011 for a period of more than six months from the date they become payable.

10. In our opinion, the accumulated losses of the Company are not more than fifty percent of its net worth. The Company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

11. In our opinion and according to the information and explanation given to us, the Company has not availed any loan from financial institution, banks or debentures holders and hence the question of default in repayment doesn't arise.

12. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly clause 4(xii) of the order is not applicable.

13. In our opinion, the Company is not a Chit Fund or a Nidhi/ Mutual Benefit Fund/ Society. Therefore, the provision of clause 4(xiii) of the Companies (Auditor's Report) (Amendment) Order, 2004 are not applicable to the Company.

14. The Company is not dealing or trading in Shares, Securities, Debentures and other Investment. The Investments in Shares, Securities, Debentures and other forms of Investments were held in the name of the Company.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans from Banks or Financial Institutions. Accordingly Paragraph 4(xv) of the Order is not applicable.

16. According to the information and explanations given to us, we report that the Company has not raised any Term Loan during the Year.

17. According to the information and explanations given to us, we report that the Company has not raised any Short Term or Long Term funds during the Year.

18. According to the information and explanations given to us, during the year the Company has not made any preferential allotment of Shares to parties and Companies covered in the register maintained under Section 301 of the Companies Act, 1956.

19. According to the information and explanations given to us, during. the period covered by this audit report, the Company has not issued any debentures.

20. The Company has not raised any money by way of public issue during the year.

21. According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

                                                   FOR VENKAT & RANGAA

                                                  Chartered Accountants

                                                          F.No.004597 S

                                                                   Sd/-

                                                         S. Mohanraajan

                                                                Partner

                                                           M No. 206393

Date : 10.06.2011