Infosys Ltd

to the members of

Infosys Technologies Limited

We have audited the attached Balance Sheet of Infosys Technologies Limited (‘theCompany’) as at March 31, 2011, the Profit and Loss account of the Company and theCash Flow statement of the Company for the year ended on that date, annexed thereto. Thesefinancial statements are the responsibility of the Company’s management. Ourresponsibility is to express an opinion on these financial statements based on our audit.

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 the management, as well as evaluating the overallfinancial statement presentation. We believe that our audit provides a reasonable basisfor our opinion.

As required by the Companies (Auditors’ Report) Order, 2003 (‘theOrder’), as amended, issued by the Central Government of India in terms ofsub-section (4A) of Section 227 of the Companies Act, 1956 (‘the Act’), weenclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of thesaid Order.

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 Balance Sheet, the Profit and Loss account and the Cash Flow statement dealtwith by this report are in agreement with the books of account;

(d) in our opinion, the Balance Sheet, the Profit and Loss account and the Cash Flowstatement dealt with by this report comply with the Accounting Standards referred to insub-section (3C) of Section 211 of the Act;

(e) on the basis of written representations received from the directors, as at March31, 2011 and taken on record by the Board of Directors, we report that none of thedirectors is disqualified as at March 31, 2011 from being appointed as a director in termsof Section 274(1)(g) of the Act;

(f) 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 :

(i) in the case of the Balance Sheet, of the state of affairs of the Company as atMarch 31, 2011;

(ii) in the case of the Profit and Loss account, of the profit of the Company for theyear ended on that date; and

(iii) in the case of the Cash Flow statement, of the cash flows of the Company for theyear ended on that date.

Annexure to the auditors’ report

The Annexure referred to in our report to the members of Infosys Technologies Limited(‘the Company’) for the year ended March 31, 2011. 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 programme of physical verification of its fixed assets bywhich fixed assets are verified in a phased manner over a period of three years. Inaccordance with this programme, certain fixed assets were verified during the year and nomaterial discrepancies were noticed on such verification. In our opinion, this periodicityof physical verification is reasonable having regard to the size of the Company and thenature of its assets.

(c) Fixed assets disposed of during the year were not substantial, and therefore, donot affect the going concern assumption.

(ii) The Company is a service company, primarily rendering information technologyservices. Accordingly, it does not hold any physical inventories. Thus, paragraph 4(ii) ofthe Order is not applicable.

(iii) (a) The Company has granted a loan to a body corporate covered in the registermaintained under Section 301 of the Companies Act, 1956 (‘the Act’). The maximumamount outstanding during the year was Rs.47.71 crore and the year-end balance of suchloan amounted to Rs.22.69 crore. Other than the above, the Company has not grantedany loans, secured or unsecured, to companies, firms or parties covered in the registermaintained under section 301 of the Act.

(b) In our opinion, the rate of interest and other terms and conditions on which theloan has been granted to the body corporate listed in the register maintained underSection 301 of the Act are not, prima facie, prejudicial to the interest of the Company.

(c) In the case of loan granted to the body corporate listed in the register maintainedunder Section 301 of the Act, the borrower has been regular in the payment of the interestas stipulated. The terms of arrangement do not stipulate any repayment schedule and theloan is repayable on demand. Accordingly, paragraph 4(iii)(c) of the Order is notapplicable to the Company in respect of repayment of the principal amount.

(d) There are no overdue amounts of more than rupees one lakh in respect of the loangranted to a body corporate listed in the register maintained under Section 301 of theAct.

(e) The Company has not taken any loans, secured or unsecured from companies, firms orparties covered in the register maintained under Section 301 of the Act. Accordingly,paragraphs 4(iii)(e) to 4(iii)(g) of the Order are 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 with regard to purchase of fixed assets and sale of services.The activities of the Company do not involve purchase of inventory and the sale of goods.We have not observed any major weakness in the internal control system during the courseof the audit.

(v) (a) In our opinion and according to the information and explanations given to us,the particulars of contracts or arrangements referred to in Section 301 of the Act havebeen entered in the register required to be maintained under that section.

(b) In our opinion, and according to the information and explanations given to us, thetransactions made in pursuance of contracts and arrangements referred to in (v)(a) aboveand exceeding the value of Rs.5 lakh with any party during the year have been made atprices which are reasonable having regard to the prevailing market prices at the relevanttime.

(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 the nature of its business.

(viii) The Central Government of India has not prescribed the maintenance of costrecords under Section 209(1)(d) of the Act for any of the services rendered by theCompany.

(ix) (a) According to the information and explanations given to us and on the basis ofour examination of the records of the Company, amounts deducted / accrued in the books ofaccount in respect of undisputed statutory dues including Provident Fund, InvestorEducation and Protection Fund, Income tax, Sales tax, Wealth tax, Service tax and othermaterial statutory dues have been regularly deposited during the year by the Company withthe appropriate authorities. As explained to us, the Company did not have any dues onaccount of Employees’ State Insurance, Customs duty and Excise duty.

Further, since the Central Government has till date not prescribed the amount of cesspayable under Section 441A of the Act, we are not in a position to comment upon theregularity or otherwise of the Company in depositing the same.

According to the information and explanations given to us, no undisputed amountspayable in respect of Provident Fund, Investor Education and Protection Fund, Income tax,Sales tax, Wealth tax, Service tax and other material statutory dues were in arrears as atMarch 31, 2011 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no materialdues of Wealth tax and Cess which have not been deposited with the appropriate authoritieson account of any dispute. However, according to information and explanations given to us,the following dues of Income tax, Sales tax, and Service tax, have not been deposited bythe Company on account of disputes :

(2) A stay order has been received against the amount disputed and not deposited.

(x) The Company does not have any accumulated losses at the end of the financial yearand has not incurred cash losses in the financial year and in the immediately precedingfinancial year.

(xi) The Company did not have any outstanding dues to any financial institution, banksor debenture holders during the year.

(xii) The Company has not granted any loans and advances on the basis of security byway of pledge of shares, debentures and other securities.

(xiii) In our opinion and according to the information and explanations given to us,the Company is not a chit fund / nidhi / mutual benefit fund / society.

(xiv) According to the information and explanations given to us, the Company is notdealing or trading in shares, securities, debentures and other investments.

(xv) According to the information and explanations given to us, the Company has notgiven any guarantee for loans taken by others from banks or financial institutions.

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

(xvii) The Company has not raised any funds on short-term basis.

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

(xix) The Company did not have any outstanding debentures during the year.

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

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