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Auditor Report of MindTree Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of Mindtree Limited (''Mindtree'' or ''the Company''), which comprise the balance sheet as at 31 March 2015, the statement of profit and loss and the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2015 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2015 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraph 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143 (3) of the Act, we report that:

(a) we have sought and obtained all the information and explanations which to the best of our knowledge 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 the Company so far as it appears from our examination of those books;

(c) the balance sheet, the statement of profit and loss and the cash flow statement dealt with by this Report are in agreement with the books of account;

(d) in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) on the basis of the written representations received from the directors as on 31 March 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2015 from being appointed as a director in terms of Section 164 (2) of the Act; and with respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 3.8 to the financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts - Refer Note 3.3.2 to the financial statements;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

Annexure to the Independent Auditors'' Report With reference to the Annexure referred to in paragraph 1 in Report on Other Legal and Regulatory Requirements of the Independent Auditors'' Report to the members of the Company on the standalone financial statements for the year ended 31 March 2015, we report that:

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

b) The Company has a regular programme of physical verification of its fixed assets by which its fixed assets are verified in a phased manner over a period of three years. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its fixed assets. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were observed on such verification.

2. The Company is a service company, primarily rendering software development services. Accordingly, it does not hold any physical inventories. Thus, paragraph 3(ii) of the Order is not applicable.

3. The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 189 of the Act.

4. 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 and the nature of its business with regard to purchase of fixed assets and with regard to the sale of services. The Company does not have any purchase of inventories or sale of goods since it is a service Company. We have not observed any major weakness in the internal control system during the course of the audit.

5. The Company has not accepted any deposits from the public.

6. The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for any of the services rendered by the Company.

7 (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted / accrued in the books of account in respect of undisputed statutory dues including Provident fund, Income tax, Wealth tax, Sales- tax, Service tax, Value added tax, cess and any other material statutory dues have generally been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of Employees'' State Insurance, Custom Duty and Excise duty.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Income tax, Wealth tax, Sales-tax, Service tax, Value added tax, cess and other material statutory dues were in arrears, as at 31 March 2015, 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 dues of Wealth tax, Customs duty and Cess which have not been deposited with the appropriate authorities on account of any dispute. The Company, however, disputes the following Income tax, Service tax and Sales tax dues:

Name of the statute Nature of the dues Amount (Rs. in million)

Income Tax Act, 1961 Tax and interest 197.74*

Income Tax Act, 1961 Tax and interest 46.70*

Income Tax Act, 1961 Tax and interest 60.84

Income Tax Act, 1961 Tax and interest 8.45*

Income Tax Act, 1961 Tax and interest 11.16

Income Tax Act, 1961 Tax and interest 10.10

Income Tax Act, 1961 Tax and interest 27.91*

Income Tax Act, 1961 Tax and interest 23.56

Income Tax Act, 1961 Tax and interest 122.95*

Income Tax Act, 1961 Tax and interest 62.90

Income Tax Act, 1961 Tax and interest 61.46

The Finance Act, 1994 Service tax and interest 11.29

The Finance Act, 1994 Service tax and interest 24.27

Name of the statute Period to which Forum where dispute is pending the amount relates

Income Tax Act, 1961 Assessment year 2002-03 Assessing Officer, Bangalore**

Income Tax Act, 1961 Assessment year 2003-04 Commissioner of Income Taxes (Appeals), Bangalore

Income Tax Act, 1961 Assessment year 2004-05 Commissioner of Income Taxes (Appeals), Bangalore

Income Tax Act, 1961 Assessment year 2007-08 Income Tax Appellate Tribunal, Bangalore

Income Tax Act, 1961 Assessment year 2007-08 Commissioner of Income Taxes (Appea -ls), Bangalore

Income Tax Act, 1961 Assessment year 2008-09 Commissioner of Income Taxes (Appeals), Bangalore

Income Tax Act, 1961 Assessment year 2007-08 Income Tax Appellate Tribunal, Bangalore

Income Tax Act, 1961 Assessment year 2009-10 Commissioner of Income Taxes (Appeals), Bangalore$$

Income Tax Act, 1961 Assessment year 2008-09 Income Tax Appellate Tribunal Bangalore

Income Tax Act, 1961 Assessment year 2009-10 Income Tax Appellate Tribunal, Bangalore

Income Tax Act, 1961 Assessment year 2010-11 Commissioner of Income Taxes (Appeals), Bangalore

The Finance Act, 1994 June 2005 to March 2007 Customs, Excise and Service Tax Appellate Tribunal, Bangalore***

The Finance Act, 1994 July 2003 to March 2006 Customs, Excise and Service Tax Appellate Tribunal, Bangalore***

Name of the statute Nature of the dues Amount (Rs. in million)

The Finance Act, 1994 Tax, interest and penalty 64.47

The Finance Act, 1994 Tax, interest and penalty 3.11*

The Finance Act, 1994 Tax, interest and penalty 22.68

The Finance Act, 1994 Tax, interest and penalty 4.68

The Finance Act, 1994 Tax, interest and penalty 4.80

Karnataka Sales Tax and penalty 0.28* Tax Act, 1957



Name of the statute Period to which Forum where dispute is pending the amount relates

The Finance Act, 1994 July 2004 to November 2005 Customs, Excise and Service Tax Appellate Tribunal, Bangalore****

The Finance Act, 1994 April 2007 to March 2008 Customs, Excise and Service Tax Appellate Tribunal, Bangalore ****

The Finance Act, 1994 September 2004 to March 2007 Customs, Excise and Service Tax Appellate Tribunal, Bangalore****

The Finance Act, 1994 April 2007 to February 2008 Customs, Excise and Service Tax Appellate Tribunal, Bangalore

The Finance Act, 1994 April 2008 to March 2009 Assistant Commissioner of Commercial taxes (Recovery), Bangalore

Karnataka Sales Tax Act, 1957 Upto July 2004 Assistant Commissioner of Commercial taxes (Recovery), Bangalore

* The above amounts are net of amount paid under protest.

$$ The Company is awaiting the order giving effect order from the Assessing Officer as at the date of this report

** The Company has not obtained the final assessment order as at the date of this report.

*** Stay granted by Customs, Excise and Service Tax Appellate Tribunal, Bangalore vide original order dated 6 January 2012 and further order received dated 21 February 2013.

**** Stay granted by Customs, Excise and Service Tax Appellate Tribunal, Bangalore vide order dated 27 September 2012.

Note: The Income-Tax authorities have adjusted refund amounting to Rs.162 million in respect of the aforementioned demands without earmarking amounts to the Assessment Year which has not been reflected in the above disclosure.

(c) According to the information and explanations given to us the amounts which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under has been transferred to such fund within time.

8. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceeding financial year.

9. The Company did not have any outstanding dues to financial institutions, banks or debenture holders during the year.

10. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

11. According to the information and explanations given to us, the Company has not taken any term loans during the year.

12. 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 B S R & Co. LLP

Chartered Accountants

Firm registration No. 101248W / W-100022

Supreet Sachdev

Partner

Membership No. 205385

Bangalore 16 April, 2015


Mar 31, 2014

We have audited the accompanying financial statements of Mindtree Limited (''the Company''), which comprise the balance sheet as at 31 March 2014, the statement of profit and loss and the cash flow statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the balance sheet, of the state of affairs of the Company as at March 31, 2014;

(b) in the case of the statement of profit and loss, of the profit for the year ended on that date; and

(c) in the case of the cash flow statement, of the cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, 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 proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(iii) the balance sheet, statement of profit and loss and the cash flow statement dealt with by this Report are in agreement with the books of account;

(iv) in our opinion, the balance sheet, statement of profit and loss and cash flow statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013; and

(v) on the basis of written representations received from the directors as on 31 March 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act.

Annexure to the Auditor''s Report

The Annexure referred to in the Auditor''s Report to the members of Mindtree Limited (''the Company'') for the year ended 31 March 2014.

We report as follows:

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

b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. In our opinion, the periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were observed on such verification.

c) Fixed assets disposed off during the year were not substantial and therefore do not affect the going concern assumption.

2. The Company is a service company, primarily rendering software development services. Accordingly, it does not hold any physical inventories. Thus, paragraph 4(ii) of the Order is not applicable.

3. The Company has neither granted nor taken any loans, secured or unsecured, to or from companies, firms or other parties covered 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 is an adequate internal control system commensurate with the size of the Company and the 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 course of the audit.

5. In our opinion, and according to the information and explanations given to us, there are no contracts and arrangements the particulars of which need to be entered into the register maintained under section 301 of the Companies Act, 1956.

6. The Company has not accepted any deposits from the public.

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

8. The Central Government of India has not prescribed the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 for any of the services rendered by the Company.

9. a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income-tax, Sales-tax, Service tax, Customs duty, and other material statutory dues have been generally regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of Wealth tax, Employees State Insurance and Excise duty.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Income-tax, Sales-tax, Service tax, Customs duty, Cess and other material statutory dues were in arrears as at March 31, 2014 for a period of more than six months from the date they became payable.

c) According to the information and explanations given to us, there are no dues of Customs duty and Cess which have not been deposited with the appropriate authorities on account of any dispute. The Company, however, disputes the following Income tax, Service tax and Sales tax dues:

* The above amounts are net of amount paid under protest.

$$ The Company is awaiting the order giving effect order from the Assessing Officer as at the date of this report.

** The matter is currently pending with the Assessing Officer, as per ITAT order dated 12 July 2007.

*** Stay granted by Customs, Excise and Service Tax Appellate Tribunal, Bangalore vide original order dated 6 January 2012 and further order

received dated 21 February 2013.

**** Stay granted by Customs, Excise and Service Tax Appellate Tribunal, Bangalore vide order dated 27 September 2012.

Note: The Income-Tax authorities have adjusted refund amounting to Rs. 162 million in respect of the aforementioned demands without earmarking amounts to the Assessment Year which has not been reflected in the above disclosure.

10. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to its bankers. The Company did not have any outstanding dues to any financial institution or debenture holders during the year.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. 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.

14. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16. The Company did not have any term loans outstanding during the year.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we are of the opinion that the funds raised on short-term basis have not been used for long-term investment.

18. The Company has not made any preferential allotment of shares to companies/ firms/ parties covered in the register maintained under Section 301 of the Companies Act, 1956.

19. The Company did not have any outstanding debentures during the year.

20. The Company has not raised any money by public issues 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 B S R & Co. LLP

Chartered Accountants

Firm registration No. 101248W

Supreet Sachdev

Partner

Membership No. 205385

Bangalore

16 April, 2014


Mar 31, 2012

We have audited the accompanying financial statements of MindTree Limited ("the Company"), which comprises the balance sheet as at March 31, 2012, the statement of profit and loss, cash flow statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub- section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the balance sheet, of the state of affairs of the Company as at March 31, 2012;

(b) in the case of the statement of profit and loss, of the profit of the Company for the year ended on that date; and

(c) in the case of the cash flow statement, of the cash flows of the Company for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2003 ("the Order"), as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, 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 proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(iii) the balance sheet, statement of profit and loss and the cash flow statement dealt with by this report are in agreement with the books of account;

(iv)in our opinion, the balance sheet, statement of profit and loss and the cash flow statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

(v) on the basis of written representations received from the directors as on March 31, 2012, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2012, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act.

Annexure to the Auditor's Report

The Annexure referred to in the Auditor's Report to the members of MindTree Limited ('the Company') for the year ended March 31, 2012. We report as follows:

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

b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. In our opinion, the periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were observed on such verification.

c) Fixed assets disposed off during the year were not substantial and therefore do not affect the going concern assumption.

2. The Company is a service company, primarily rendering software development services. Accordingly, it does not hold any physical inventories. Thus, paragraph 4(ii) of the Order is not applicable.

3. The Company has neither granted nor taken any loans, secured or unsecured, to or from companies, firms or other parties covered 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, and having regard to the explanation that purchase of certain items of fixed assets are for the Company's specialized requirement and suitable alternative sources are not available to obtain comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for 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 course of the audit.

5. In our opinion, and according to the information and explanations given to us, there are no contracts and arrangements the particulars of which need to be entered into the register maintained under section 301 of the Companies Act, 1956.

6. The Company has not accepted any deposits from the public.

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

8. The Central Government of India has not prescribed the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 for any of the services rendered by the Company.

9. a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Income- tax, Sales-tax, Service tax, Customs duty, Cess and other material statutory dues have been generally regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of Employees State Insurance, Wealth tax, Excise duty and Investor Education and Protection Fund.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Income tax, Sales tax, Service tax, Customs duty, Cess and other material statutory dues were in arrears as at March 31, 2012 for a period of more than six months from the date they became payable.

c) According to the information and explanations given to us, there are no dues of Customs duty and Cess which have not been deposited with the appropriate authorities on account of any dispute. The Company, however, disputes the following Income tax, Service tax and Sales tax dues:

Name of the statute Nature of the dues Amount (Rs.) Period to which Forum where dispute is pending

in 000's the amount relates

Income Tax Act, 1961 Tax and interest 78,981* Assessment year 2002-03 Honourable High Court of Karnataka**

Income Tax Act, 1961 Tax and interest 46,764* Assessment year 2003-04 Commissioner of Income Taxes

(Appeals), Bangalore

Income Tax Act, 1961 Tax and interest 60,837 Assessment year 2004-05 Commissioner of Income Taxes

(Appeals), Bangalore

Income Tax Act, 1961 Tax and interest 28,484 Assessment year 2005-06 Commissioner of Income Taxes

(Appeals), Bangalore

Income Tax Act, 1961 Tax and interest 57,669 Assessment year 2006-07 Income Tax Appellate Tribunal

Income Tax Act, 1961 Tax and interest 118,620 Assessment year 2007-08 Income Tax Appellate Tribunal

Income Tax Act, 1961 Tax and interest 11,163 Assessment year 2007-08 Commissioner of Income Taxes

(Appeals), Bangalore

Income Tax Act, 1961 Tax and interest 10,103 Assessment year 2008-09 Commissioner of Income Taxes

(Appeals), Bangalore

Income Tax Act, 1961 Tax and interest 34,604* Assessment year 2007-08 Commissioner of Income Taxes

(Appeals), Bangalore

Income Tax Act, 1961 Tax and interest 16,440 Assessment year 2005-06 Income Tax Appellate Tribunal

Income Tax Act, 1961 Tax and interest 6,480 Assessment year 2005-06 Income Tax Appellate Tribunal

Income Tax Act, 1961 Tax and interest 23,560 Assessment year 2009-10 Commissioner of Income Taxes

(Appeals), Bangalore

Income Tax Act, 1961 Tax and interest 1,630 Assessment year 2009-10 Commissioner of Income Taxes

(Appeals), Bangalore

Name of the statute Nature of the dues Amount (Rs.) Period to which Forum where dispute is pending

in 000's the amount relates

Income Tax Act, 1961 Tax and interest 219,400 Assessment year 2008-09 Dispute Resolution Panel ('DRP'), Bangalore"

The Finance Act, 1994 Service tax 151,210 July 2003 to June 2007 Customs, Excise and Service Tax

Appellate Tribunal, Pune

The Finance Act, 1994 Service tax 66,940 July 2007 to March 2008 Customs, Exciseand Service Tax AppellateTribunal, Pune

The Finance Act, 1994 Service tax 11,290 July 2005 to March 2007 Customs, Excise and Service Tax and interest Appellate Tribunal, Bangalore***

The Finance Act, 1994 Service tax 24,270 July 2003 to March 2006 Customs, Excise and Service Tax

and interest Appellate Tribunal, Bangalore***

The Finance Act, 1994 Service tax 22,680 Sept. 2004 to March 2007 Customs, Excise and Service Tax

and interest Appellate Tribunal, Bangalore***

The Finance Act, 1994 Tax, interest 64,469 July 2004 to Nov. 2005 Customs, Excise and Service Tax

and penalty Appellate Tribunal, Bangalore

The Finance Act, 1994 Tax, interest 3,116* April 2007 to March 2008 Customs, Excise and Service Tax

and penalty Appellate Tribunal, Bangalore

Karnataka Value Added Tax and interest 5,860* April 2005 to March 2007 Joint Commissioner of Commercial

Tax Act, 2003 taxes (Appeals), Bangalore

Karnataka Value Added Tax and interest 4,283* April 2007 to March 2009 Joint Commissioner of Commercial

Tax Act, 2003 taxes (Appeals), Bangalore

Karnataka Sales Tax Tax and penalty 287* Upto July 2004 Assistant Commissioner of Commercial

Act, 1957 taxes (Recovery), Bangalore

" The Company has preferred an appeal to the DRP in respect of the draft assessment order received for the Assessment Year 2008-09. The Company has not obtained the final assessment order as at the date of this report.

* The above amounts are net of amount paid under protest

** Stay granted by Hon'ble High Court of Karnataka vide order dated 4 November 2008

*** Stay granted by Customs, Excise and Service Tax Appellate Tribunal, Bangalore vide order dated 6 January 2012

10. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to its bankers. The Company did not have any outstanding dues to any financial institution or debenture holders during the year.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. 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.

14. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16. The Company did not have any term loans outstanding during the year.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we are of the opinion that the funds raised on short-term basis have not been used for long-term investment.

18. The Company has not made any preferential allotment of shares to companies/ firms/ parties covered in the register maintained under Section 301 of the Companies Act, 1956.

19. The Company did not have any outstanding debentures during the year.

20. The Company has not raised any money by public issues 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 B S R & Co.

Chartered Accountants

Firm registration No. 101248W

Supreet Sachdev

Partner

Membership No. 205385

Bangalore

April 16, 2012


Mar 31, 2011

We have audited the attached balance sheet of MindTree Limited (MindTree or the Company) as at March 31, 2011, the profit and loss account and the cash flow statement for the year ended on that date, annexed thereto [in which results of erstwhile MindTree Wireless Private Limited (formerly Kyocera Wireless (India) Private Limited) has been incorporated with appointed date of April 1, 2010 on its amalgamation with the Company as fully explained in note 4 of schedule 15 to the financial statement]. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with 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.

As required by the Companies (Auditors Report) Order, 2003, as amended, by the Companies (Auditors Report) 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.

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 purposes of our audit;

(ii) in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(iii) the balance sheet, the profit and loss account and the cash flow statement dealt with by this report are in agreement with the books of account;

(iv) in our opinion, the balance sheet, the profit and loss account and the cash flow statement dealt 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 written representations received from the directors as on March 31, 2011, and taken on record by the Board of Directors, we report that none of the directors is disqualified as at March 31, 2011 from being appointed as a director in terms of Section 274(1)(g) of the Act; and

(vi) in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Act, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the balance sheet, of the state of affairs of the Company as at March 31, 2011;

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

(c) in the case of the cash flow statement, of the cash flows of the Company for the year ended on that date.

Annexure to the Auditors Report

The Annexure referred to in the Auditors Report to the members of MindTree Limited (the Company) for the year ended March 31, 2011. We report as follows:

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

b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. In our opinion, the periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were observed on such verification.

c) Fixed assets disposed off during the year were not substantial and therefore do not affect the going concern assumption.

2. The Company is a service company, primarily rendering software development services. Accordingly, it does not hold any physical inventories. Thus, paragraph 4(ii) of the Order is not applicable.

3. The Company has neither granted nor taken any loans, secured or unsecured to or from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956 (the Act).

4. In our opinion and according to the information and explanations given to us, and having regard to the explanation that purchase of certain items of fixed assets are for the Companys specialized requirement and suitable alternative sources are not available to obtain comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for 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 course of the audit.

5. 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 have been 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, the transactions made in pursuance of contracts and arrangements referred to in (a) above and exceeding the value of rupees five lakhs with each party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time except for purchase of certain items of fixed assets which are for the Companys specialized requirements and for which suitable alternative sources are not available to obtain comparable quotations. However, on the basis of information and explanations provided, the same appear reasonable.

6. The Company has not accepted any deposits from the public.

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

8. The Central Government of India has not prescribed the maintenance of cost records under Section 209(1) (d) of the Act for any of the services rendered by the Company.

9. a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Income- tax, Sales-tax, Service tax, Customs duty, Cess and other material statutory dues have been generally regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of Employees State Insurance, Wealth tax, Excise duty and Investor Education and Protection Fund.

There were no dues on account of Cess under Section 441A of the Act since the date from which the aforesaid section comes into force has not yet been notified by the Central Government of India.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Income tax, Sales tax, Service tax, Customs duty, Cess and other material statutory dues were in arrears as at March 31, 2011 for a period of more than six months from the date they became payable.

c) According to the information and explanations given to us, there are no dues of Customs duty and Cess which have not been deposited with the appropriate authorities on account of any dispute. The Company, however, disputes the following Income tax, Service tax and Sales tax dues:

Name of the statute Nature of the dues Amount (Rs.) Period to which in 000s the amount relates

Income Tax Act, 1961 Tax and interest 78,981* Assessment year 2002-03

Income Tax Act, 1961 Tax and interest 46,764* Assessment year 2003-04

Income Tax Act, 1961 Tax and interest 60,837 Assessment year 2004-05

Income Tax Act, 1961 Tax and interest 28,484 Assessment year 2005-06

Income Tax Act, 1961 Tax and interest 57,669 Assessment year 2006-07

Income Tax Act, 1961 Tax and interest 51,447 Assessment year 2006-07 Name of the statute Forum where dispute is pending

Income Tax Act, 1961 Honourable High Court of Karnataka**

Income Tax Act, 1961 Commissioner of Income Taxes (Appeals), Bangalore

Income Tax Act, 1961 Commissioner of Income Taxes (Appeals), Bangalore

Income Tax Act, 1961 Commissioner of Income Taxes (Appeals), Bangalore

Lncome Tax Act, 1961 Income Tax Appellate Tribunal

Income Tax Act, 1961 Commissioner of Income Taxes (Appeals), Bangalore

Name of the statute Nature of the dues Amount (Rs.) Period to which in 000s the amount relates

Income Tax Act, 1961 Tax and interest 11,163 Assessment year 2007-08

Income Tax Act, 1961 Tax and interest 32,236 Assessment year 2007-08

Income Tax Act, 1961 Tax and interest 10,103 Assessment year 2008-09

Income Tax Act, 1961 Tax and interest 42,268 Assessment year 2008-09

Income Tax Act, 1961 Tax and interest 34,604 Assessment year 2007-08

Income Tax Act, 1961 Tax and interest 616 Assessment year 2001-02

The Finance Act, 1994 Service tax 151,210 July 2003 to June 2007

The Finance Act, 1994 Service tax 66,940 July 2007 to March 2008

Karnataka Value Added Tax and interest 5,860* April 2005 to March 2007 Tax Act, 2003

Karnataka Value Added Tax and interest 4,283* April 2007 to March 2009 Tax Act, 2003

Karnataka Sales Tax Tax and penalty 287* Upto July 2004 Act, 1957

Name of the statute Forum where dispute is pending

Income Tax Act, 1961 Commissioner of Income Taxes (Appeals), Bangalore

Income Tax Act, 1961 Commissioner of Income Taxes (Appeals), Bangalore

Income Tax Act, 1961 Commissioner of Income Taxes (Appeals), Bangalore

Income Tax Act, 1961 Commissioner of Income Taxes (Appeals), Bangalore

Income Tax Act, 1961 Commissioner of Income Taxes (Appeals), Bangalore

Income Tax Act, 1961 Honorable High Court of Karnataka

The Financial Act, 1994 Customs, Excise and Service Tax Appellate Tribunal, Pune

The Financial Act, 1994 Customs, Excise and Service Tax Appellate Tribunal, Pune

Karnataka Value Added Joint Commissioner of Commercial Tax Act, 2003 taxes (Appeals), Bangalore

Karnataka Value Added Joint Commissioner of Commercial Tax Act, 2003 taxes (Appeals), Bangalore

Karnataka Sales Tax Assistant Commissioner of Commercial Act, 1957 taxes (Recovery), Bangalore

* The above amounts are net of amount paid under protest

** Stay granted by Honble High Court of Karnataka vide order dated 4 November 2008

10. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to its bankers. The Company did not have any outstanding dues to any financial institution or debenture holders during the year.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. 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.

14. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16. The Company did not have any term loans outstanding during the year.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we are of the opinion that the funds raised on short-term basis have not been used for long-term investment.

18. The Company has not made any preferential allotment of shares to companies/firms/parties covered in the register mentioned under Section 301 of the Companies Act, 1956.

19. The Company did not have any outstanding debentures during the year.

20. The Company has not raised any money by public issues 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 B S R & Co.

Chartered Accountants

Firm registration No. 101248W

Supreet Sachdev

Partner

Membership No. 205385

Bangalore April 21, 2011


Mar 31, 2010

We have audited the attached balance sheet of MindTree Limited (MindTree or the Company) as at March 31, 2010, the profit and loss account and the cash flow statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with 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.

As required by the Companies (Auditors Report) Order, 2003, as amended, by the Companies (Auditors Report) 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.

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 purposes of our audit;

(ii) in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(iii) the balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account;

(iv) in our opinion, the balance sheet, profit and 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 Act;

(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 is disqualified as at March 31, 2010 from being appointed as a director in terms of Section 274( 1) (g) of the Act; and

(vi) in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Act, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the balance sheet, of the state of affairs of the Company as at March 31,2010;

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

(c) in the case of the cash flow statement, of the cash flows of the Company for the year ended on that date.

Annexure to the Auditors Report

The Annexure referred to in the Auditors Report to the members of MindTree Limited (the Company) for the year ended March 31,2010. We report as follows:

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

b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. In our opinion, the periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were observed on such verification.

c) Fixed assets disposed off during the year were not substantial and therefore do not affect the going concern assumption.

2. The Company is a service company, primarily rendering software development services. Accordingly, it does not hold any physical inventories. Thus, paragraph 4(ii) of the Order is not applicable.

3. The Company has neither granted nor taken any toans, secured or unsecured to or from companfes, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956 (the Act).

4. In our opinion and according to the information and explanations given to us, and having regard to the explanation that purchase of certain items of fixed assets are for the Companys specialized requirement and suitable alternative sources are not available to obtain comparable quotations,"there is an adequate internal control system commensurate with the size of the Company and the nature of its business for 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 course of the audit.

5. 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 have been entered in the register required to be maintained under that section.

b) In our opinion, and according to the information and explanations given to, the transactions made in pursuance of contracts and arrangements referred to in (a) above and exceeding the value of rupees five lakhs with the party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time except for purchase of certain items of fixed assets which are for the Companys specialized requirements and for which suitable alternative sources are not available to obtain comparable quotations. However, on the basis of information and explanations provided, the same appear reasonable.

6. The Company has not accepted any deposits from the public.

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

8. The Central Government of India has not prescribed the maintenance of cost records under Section 209(1 )(d) of the Companies Act, 1956 for any of the services rendered by the Company.

9. a) According to the information and explanations given to us and on the basis of our examination of the records of the Company,

amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income-tax, Sales-tax, Wealth tax, Service tax, Customs duty, Cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of Employees State Insurance and Excise duty.

There were no dues on account of Cess under Section 441A of the Act since the date from which the aforesaid section comes into force has not yet been notified by the Central Government of India.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Income tax, Sales tax, Service tax, Customs duty, Wealth tax, Cess and other material statutory dues were in arrears as at March 31,2010 for a period of more than six months from the date they became payable.

c) According to the information and explanations given to us, there are no dues of Wealth tax, Service tax, Customs duty and Cess which have not been deposited with the appropriate authorities on account of any dispute. The Company, however, disputes the following Income tax and Sales tax dues:

Name of the statute Nature of the dues Amount (Rs.) Period to which in 000s the amount relates Income Tax Act, 1961 Tax and interest 78,981* Assessment year 2001-02



Name of the statue Forum where dispute is pending

Income Tax Act, 1961 Honourable High Court of Karnataka

Name of the statute Nature of the dues Amount (Rs.) Period to which in 000s the amount relates

Income Tax Act, 1961 Tax and interest 46,764* Assessment year 2002-03

Income Tax Act, 1961 Tax and interest 60,837 Assessment year 2003-04

Income Tax Act, 1961 Tax and interest 28,484 Assessment year 2004-05

Income Tax Act, 1961 Tax and interest 51,447 Assessment year 2006-07

Income Tax Act, 1961 Tax and interest 11,163 Assessment year 2007-08

Income Tax Act, 1961 Tax and interest 32,236 Assessment year 2007-08

Karnataka Value

Added Tax Act, 2003 Tax and interest 5,860* April 2005 to March 2007

Karnataka Sales Tax and penalty 287* Upto July 2004

TaxAct,1957

Name of the statue Forum where dispute is pending

Income Tax Act, 1961 Commissioner of Income Taxes (Appeals), Bangalore

Income Tax Act, 1961 Commissioner of Income Taxes (Appeals), Bangalore Income Tax Act, 1961 Commissioner of Income Taxes (Appeals), Bangalore Income Tax Act, 1961 Income Tax Appellate Tribunal Income Tax Act, 1961 Commissioner of Income Taxes (Appeals), Bangalore Income Tax Act, 1961 Commissioner of Income Taxes (Appeals), Bangalore Karnataka Value Added Tax Act, 2003 Joint Commissioner of Commercial taxes (Appeals), Bangalore Karnataka Sales Tax Act, 1957 Assistant Commissioner of Commercial taxes (Recovery), Bangalore

* The above amounts are net of amount paid under protest

10. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to its bankers. The Company did not have any outstanding dues to any financial institution or debenture holders during the year.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. 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.

14. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16. In our opinion and according to the information and explanations given to us, the term loans taken by the Company have been applied for the purpose for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we are of the opinion that the funds raised on short-term basis have not been used for long-term investment.

18. The Company has not made any preferential allotment of shares to companies/firms/parties covered in the register mentioned under Section 301 of the Companies Act, 1956.

19. The Company did not have any outstanding debentures during the year.

20. We have verified the end-use of money raised by public issue as disclosed in the notes to the financial statements.

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

for B S R & Associates

Chartered Accountants

Firm registration No. 116231W

Rajesh Arora

Partner

Membership No. 076124

Bangalore April 28, 2010

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