HCL Technologies Ltd

To the Members of HCL Technologies Limited

1. We have audited the attached balance sheet of HCL Technologies Limited (the‘Company’) as at June 30, 2010 and also the profit and loss account and the cashflow statement for the year ended on that date annexed thereto. These financial statementsare the responsibility of the Company’s management. Our responsibility is to expressan opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted inIndia. 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 (Auditors’ Report) Order, 2003 (as amended) (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 theAnnexure a statement on the matters specied in paragraphs 4 and 5 of the said Order.

4. 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 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 appears from our examination of those books;

iii. The balance sheet, profit and loss account and cash flow statement dealt with bythis report are in agreement with the books of account;

iv. In our opinion, the balance sheet, profit and loss account and cash fl ow statementdealt with by this report comply with the accounting standards referred to in sub-section(3C) of Section 211 of the Act;

v. On the basis of the written representations received from the directors, as on June30, 2010, and taken on record by the Board of Directors, we report that none of thedirectors is disqualified as on June 30, 2010 from being appointed as a director in termsof clause (g) of sub-section (1) of Section 274 of the Act; and

vi. In our opinion and to the best of our information and according to the explanationsgiven to us, the said accounts give the information required by the Act, in the manner sorequired and give a true and fair view in conformity with the accounting principlesgenerally accepted in India;

(a) in the case of the balance sheet, of the state of affairs of the Company as at June30, 2010;

(b) in the case of the profit and loss account, of the profit for the year ended onthat date; and

(c) in the case of cash fl ow statement, of the cash fl ows for the year ended on thatdate.

For S.R. Batliboi & Co.

Firm registration number: 301003E

Chartered Accountants

per Tridibes Basu

Partner

Membership No.: 17401

Gurgaon (India)

July 29, 2010

Annexure referred to in paragraph 3 of our report of even date

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

(b) All fixed assets were physically verified by the management in the previous year inaccordance with a planned programme of verifying them once in three years which, in ouropinion, is reasonable having regard to the size of the Company and the nature of itsassets. As informed, no material discrepancies were noticed on such verification.

(c) There was no substantial disposal of fixed assets during the year.

(ii) (a) The management has conducted physical verification of inventory at reasonableintervals during the year.

(b) The procedures of physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the Company and the nature of itsbusiness.

(c) The Company is maintaining proper records of inventory and no materialdiscrepancies were noticed on physical verification carried out at the end of the year.

(iii) (a) As informed, the Company has not granted any loans, secured or unsecured tocompanies, firms or other parties covered in the register maintained under section 301 ofthe Act. Accordingly, paragraph 4 (iii) (a) to 4 (iii) (d) of the Order is not applicable.

(b) As informed, the Company has not taken any loans, secured or unsecured fromcompanies, firms or other parties covered in the register maintained under section 301 ofthe Act. Accordingly, paragraph 4 (iii) (e) to 4 (iii) (g) of the Order is not applicable.

(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 andthe nature of its business, for the purchase of inventory and fixed assets and for thesale of goods and services. During the course of our audit, no major weakness has beennoticed in the internal control system in respect of these areas. During the course of ouraudit, we have not observed any continuing failure to correct major weakness in internalcontrol system of the company.

(v) According to the information and explanations provided by the management, we are ofthe opinion that there are no contracts and arrangements that need to be entered into theregister maintained under Section 301 of the Act. Accordingly, paragraph 4 (v) of theOrder is not applicable.

(vi) The Company has not accepted any deposits from the public.

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

(viii) To the best of our knowledge and as explained, the Central Government has notprescribed maintenance of cost records under clause (d) of sub-section (1) of section 209of the Act for the products of the Company.

(ix) (a) The Company is generally regular in depositing with appropriate authoritiesundisputed statutory dues including provident fund, investor education and protectionfund, employees’ state insurance, income-tax, sales-tax, wealth-tax, service tax,customs duty, excise duty, cess and other material statutory dues. Further, since theCentral Government has till date not prescribed the amount of cess payable under section441 A of the Companies Act,1956, we are not in a position to comment upon the regularityor otherwise of the company in depositing the same.

(b) According to the information and explanations given to us, no undisputed amountspayable in respect of provident fund, investor education and protection fund,employees’ state insurance, income-tax, wealth-tax, service tax, sales-tax, customsduty, excise duty, cess and other undisputed statutory dues were outstanding, at the yearend, for a period of more than six months from the date they became payable.

(c) According to the records of the Company, the dues outstanding of income-tax,sales-tax, wealth-tax, service tax, customs duty, excise duty and cess on account of anydispute, are as follows:

(x) The Company has no accumulated losses at the end of the financial year and it hasnot incurred cash losses in the current and immediately preceding financial year.

(xi) Based on our audit procedures and as per the information and explanations given bythe management, we are of the opinion that the Company has not defaulted in repayment ofdues to a financial institution, bank or debenture holders.

(xii) According to the information and explanations given to us and based on thedocuments and records produced to us, the Company has not granted loans and advances onthe 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 Order are not applicable tothe 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 theOrder are not applicable to the Company.

(xv) According to the information and explanations given to us, the Company has givenguarantees for loans taken by others from bank or financial institutions, the terms andconditions whereof in our opinion are not prima-facie prejudicial to the interest of theCompany.

(xvi) The Company did not have any term loans outstanding during the year.

(xvii) According to the information and explanations given to us and on an overallexamination of the balance sheet of the Company, we report that no funds raised onshort-term basis have been used for long-term investment.

(xviii) The Company has not made any preferential allotment of shares to parties orcompanies covered in the register maintained under section 301 of the Act.

(xix) According to the information and explanations given to us, during the periodcovered by our audit report, the Company had issued 10,000 debentures of Rs. 10 lakhseach. The Company has created security or charge in respect of debentures issued.

(xx) The Company has not raised any money by public issue during the year.

(xxi) Based upon the audit procedures performed for the purpose of reporting the trueand fair view of the financial statements and as per the information and explanationsgiven by the management, we report that no fraud on or by the Company has been noticed orreported during the course of our audit.

For S.R. Batliboi & Co.

Firm registration number: 301003E

Chartered Accountants

per Tridibes Basu

Partner

Membership No.: 17401

Gurgaon (India)

July 29, 2010