Tech Mahindra Ltd

To The Members of Tech Mahindra Limited

1. We have audited the attached Balance Sheet of TECH MAHINDRA LIMITED ("theCompany") as at 31st March, 2011, the Profit and Loss Account and the Cash FlowStatement of the Company for the year ended on that date, both 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.

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 misstatements. Anaudit includes examining, on a test basis, evidence supporting the amounts and thedisclosures in the financial statements. An audit also includes assessing the accountingprinciples used and the significant estimates made by the Management, as well asevaluating the overall financial statement presentation. We believe that our auditprovides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 (CARO) issued by theCentral Government in terms of Section 227(4A) of the Companies Act, 1956, we enclose inthe Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we reportas follows:

(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 it 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 are in compliance with the Accounting Standardsreferred to in Section 211(3C) of the Companies Act, 1956;

(e) 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 Companies Act, 1956 inthe manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31stMarch, 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.

5. On the basis of the written representations received from the Directors as on 31stMarch, 2011 taken on record by the Board of Directors, none of the Directors isdisqualified as on 31st March, 2011 from being appointed as a director in terms of Section274(1)(g) of the Companies Act, 1956.

(Referred to in paragraph 3 of our report of even date)

(i) Having regard to the nature of the Company's activities, clauses (x), (xiii) and(xiv) of CARO are not applicable.

(ii) In respect of its fixed assets:

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

(b) The major portions of fixed assets were physically verified during the year by theManagement in accordance with a regular programme of verification which, in our opinion,provides for physical verification of all the fixed assets at reasonable intervals.According to the information and explanation given to us, no material discrepancies werenoticed on such verification.

(c) The fixed assets disposed off during the year, in our opinion, do not constitute asubstantial part of the fixed assets of the Company and such disposal has, in our opinion,not affected the going concern status of the Company.

(iii) In respect of its inventory:

(a) As explained to us, the inventories were physically verified during the year by theManagement at reasonable intervals.

(b) In our opinion and according to the information and explanation given to us, theprocedures of physical verification of inventories followed by the Management werereasonable and adequate in relation to the size of the Company and the nature of itsbusiness.

(c) In our opinion and according to the information and explanations given to us, theCompany has maintained proper records of its inventories and no material discrepancieswere noticed on physical verification.

(iv) The Company has neither granted nor taken any loans, secured or unsecured, to/fromcompanies, firms or other parties listed in the Register maintained under Section 301 ofthe Companies Act, 1956. Accordingly, the provisions of Sub Clauses (b), (c), (d), (f) and(g) of the Clause (iii) of paragraph 4 of Companies (Auditors' Report) Order, 2003 are notapplicable to the Company.

(v) In our opinion and according to the information and explanations given to us, thereis an adequate internal control system commensurate with the size of the Company and thenature of its business with regard to purchases of inventory and fixed assets and the saleof goods and services. During the course of our audit, we have not observed any majorweakness in such internal control system.

(vi) According to the information and explanations given to us, there are no contractsor arrangements that need to be entered into the register referred to in Section 301 ofthe Companies Act, 1956. Accordingly, the provisions of Sub Clauses (a) and (b) of theClause (v) of paragraph 4 of Companies (Auditors' Report) Order, 2003 are not applicableto the Company.

(vii) According to the information and explanations given to us, the Company has notaccepted any deposit from the public during the year.

(viii) In our opinion, the Company has an adequate internal audit system commensuratewith the size and the nature of its business.

(ix) According to the information and explanations given to us, the Central Governmenthas not prescribed maintenance of cost records under clause (d) of sub-section (1) ofSection 209 of the Act. Accordingly, the provisions of Clause (viii) of paragraph 4 ofCompanies (Auditors' Report) Order, 2003 is not applicable to the Company.

(x) According to the information and explanations given to us in respect of statutorydues:

(a) The Company has generally been regular in depositing undisputed dues, includingProvident Fund, Employees' State Insurance, Income-tax, Sales Tax, Wealth Tax, ServiceTax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to itwith the appropriate authorities.

As explained to us, the Company was not required to deposit any amounts with theInvestor Education and Protection Fund.

(b) There were no undisputed amounts payable in respect of Income-tax, Wealth Tax,Custom Duty, Excise Duty, Cess and other material statutory dues in arrears as at 31stMarch, 2011 for a period of more than six months from the date they became payable.

(c) Details of dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty,Excise Duty and Cess which have not been deposited as on 31st March, 2011 on account ofdisputes are given below :

(xi) In our opinion and according to the information and explanations given to us, theCompany has not defaulted in the repayment of dues to banks and debenture holders.According to the information and explanations given to us, there are no dues payable tofinancial institutions.

(xii) According to the information and explanations given to us, the Company has notgranted any loans or advances on the basis of security by way of pledge of shares,debentures and other securities.

(xiii) 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.

(xiv) The Company has not availed any term loans during the year.

(xv) In our opinion and according to the information and explanations given to us andon an overall examination of the Balance Sheet, we report that funds raised on short-termbasis have, prima facie, not been used during the year for long-term investment.

(xvi) According to the information and explanations given to us, the Company has notmade preferential allotment of shares to parties and companies covered in the Registermaintained under Section 301 of the Companies Act, 1956.

(xvii) According to the information and explanations given to us, the Company has notissued any secured debentures during the period covered by our audit. Accordingly, theprovisions of clause 4 (xix) of the Companies (Auditor's Report) Order, 2003 are notapplicable to the Company.

(xviii) As informed to us, during the period covered by our audit report, the Companyhas not raised any money by public issues.

(xix) To the best of our knowledge and according to the information and explanationsgiven to us, no fraud by the Company and no fraud on the Company has been noticed orreported during the year.