1.  We have audited the attached Balance Sheet of HCL Technologies
 Limited (''the Company'') as at June 30, 2012 and also the Statement of
 Profit and Loss and the Cash Flow Statement for the year ended on that
 date annexed thereto. These financial statements are the responsibility
 of the Company''s management. Our responsibility is to express an
 opinion on these financial statements based on our audit.
 
 2.  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.
 
 3.  As required by the Companies (Auditor''s Report) Order, 2003 (as
 amended) 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.
 
 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 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, Statement of Profit and Loss and 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 dealt with by this report comply with the
 accounting standards referred to in sub-section (3C) of section 211 of
 the Companies Act, 1956.
 
 v. On the basis of the written representations received from the
 directors, as on June 30, 2012, and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 June 30, 2012 from being appointed as a director in terms of clause (g)
 of sub-section (1) of section 274 of the Companies Act, 1956.
 
 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
 
 Companies Act, 1956, in the manner so required and give a true and fair
 view in conformity with the accounting principles generally accepted in
 India.
 
 (a) in the case of the Balance Sheet, of the state of affairs of the
 Company as at June 30, 2012;
 
 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 Cash Flow Statement, of the cash flows for the year
 ended on that date.
 
 Annexure referred to in paragraph 3 of our report of even date Re: HCL
 Technologies Limited
 
 (i) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) All fixed assets were physically verified by the management in the
 year in accordance with a planned programme of verifying them once in
 three years which, in our opinion, is reasonable having regard to the
 size of the Company and the nature of its assets.  No material
 discrepancies were noticed on such verification.
 
 (c) There was no substantial disposal of fixed assets during the year.
 
 (ii) (a) The management has conducted physical verification of
 inventory at reasonable intervals during the year.
 
 (b) The procedures of physical verification of inventory followed by
 the management are reasonable and adequate in relation to the size of
 the Company and the nature of its business.
 
 (c) The Company is maintaining proper records of inventory and no
 material discrepancies were noticed on physical verification.
 
 (iii) (a) According to the information and explanations given to us,
 the Company has not granted any loans, secured or unsecured to
 companies, firms or other parties covered in the register maintained
 under section 301 of the Act. Accordingly, the provisions of clause 4
 (iii) (a) to (d) of the Order are not applicable to the Company and
 hence not commented upon.
 
 (b) According to information and explanations given to us, the Company
 has not taken any loans, secured or unsecured from companies, firms or
 other parties covered in the register maintained under section 301 of
 the Act. Accordingly, the provisions of clause 4 (iii) (e) to (g) of
 the Order are not applicable to the Company and hence not commented
 upon.
 
 (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 and the nature of its business, for the
 purchase of inventory and fixed assets and for the sale of goods and
 services. During the course of our audit, we have not observed any
 major weakness or continuing failure to correct major weakness in
 internal control system of the Company in respect of these areas.
 
 (v) (a) According to the information and explanations provided by the
 management, we are of the opinion that the particulars of contracts or
 arrangements referred to in section 301 of the Act that need to be
 entered into the register maintained under section 301 have been so
 entered.  (b) In our opinion and according to the information and
 explanations given to us, the transactions made in pursuance of such
 contracts or arrangements and exceeding the value of Rs. 500,00 have
 been entered into during the financial year at prices which are
 reasonable having regard to the prevailing market prices at the
 relevant time.
 
 (vi) The Company has not accepted any deposits from the public.
 
 (vii) In our opinion, the Company has an internal audit system
 commensurate with the size of the Company and nature of its business.
 
 (viii) To the best of our knowledge and as explained, the Central
 Government has not prescribed maintenance of cost records under clause
 (d) of sub-section (1) of section 209 of the Act for the products of
 the Company.
 
 (ix) (a) Undisputed statutory dues including provident fund, investor
 education and protection fund, employees'' state insurance, income-tax,
 sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and
 other material statutory dues have generally been regularly deposited
 with the appropriate authorities though there has been a slight delay
 in a few cases.
 
 (b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of provident fund, investor
 education and protection fund, employees'' state insurance, income-tax,
 wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and
 other material statutory dues were outstanding, at the year end, 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 any dispute, are as follows:
 
 Name of        Nature of     Amount          Period to   Forum where
 the Statute    Dues          (Rs.)           which the   dispute
                                              amount      is pending
                                              relates
 
 Income Tax     Income Tax   1,345,534,742    2007-08     Income Tax
 Act, 1961                                                Appellate 
                                                          Tribunal
 
 Income Tax     Income Tax   1,226,810,544    2006-07     Income Tax
 Act, 1961                                                Appellate 
                                                          Tribunal
 
 Income Tax     Income Tax      11,712,348    2005-06     Commissioner of
 Act, 1961                                                Income Tax
                                                         (Appeals)
 
 Income Tax     Income Tax       7,572,400    2005-06     Income Tax
 Act, 1961                                                Appellate
                                                          Tribunal
 
 Income Tax     Income Tax      69,651,461    2005-06     Commissioner of
 Act, 1961                                                Income Tax
                                                         (Appeals)
 
 Income Tax     Income Tax      45,261,752    2005-06     Delhi High Court
 Act, 1961*
 
 Income Tax     Income Tax         454,078    2004-05     Commissioner of
 Act, 1961                                                Income Tax
                                                         (Appeals)
 
 Income Tax     Income Tax      13,650,000    2004-05     Income Tax
 Act, 1961                                                Appellate
                                                          Tribunal
 
 Income Tax     Income Tax      56,398,101    2004-05     Delhi High
                                                          Court
 Act, 1961*
 
 Income Tax     Income Tax     362,195,797    2004-05     Supreme 
                                                          Court of
 Act, 1961                                                India
 
 Income Tax     Income Tax      17,666,135    2004-05     Delhi High
                                                          Court
 Act, 1961*
 
 Income Tax     Income Tax     159,810,992    2003-04     Delhi High 
                                                          Court
 Act, 1961*
 
 Income Tax     Income Tax       1,300,000    2003-04     Income Tax
 Act, 1961                                                Appellate 
                                                          Tribunal
 
 Income Tax     Income Tax      12,119,243    2003-04     Supreme
                                                          Court of
 Act, 1961                                                India
 
 Income Tax     Income Tax      42,881,360    2002-03     Commissioner of
 Act, 1961                                                Income Tax
                                                         (Appeals)
 
 Income Tax     Income Tax      64,507,488    2002-03     Karnataka High
 Act, 1961                                                Court
 
 Customs Act,   Custom Duty      2,018,406    2005-06     Customs, 
                                                          Excise,
 1962                                                     Service Tax
                                                          Appellant 
                                                          Tribunal,
                                                          Bangalore
 
 Indian Stamp   Stamp Duty      17,500,000    2005-06     Chief 
                                                          Controlling
 Act, 1889                                                Revenue 
                                                          Authority,
                                                          Meerut
 
 Karnataka 
 Value          Sales Tax        2,614,431    2008-09     Sales Tax, 
                                                          Joint
 Added Tax                                                Commissioner
 Act, 2003                                                Appeal, 
                                                          Bangalore.
 
 Karnataka 
 Value          Sales Tax        2,712,000    2007-08     Sales Tax, 
                                                          Joint
 Added Tax                                                Commissioner
 Act, 2003                                                Appeal,
                                                          Bangalore.
 
 *In these cases tax demand may arise only if the matter currently
 subjudice before Honorable Delhi High Court is decided against the
 Company.
 
 (x) The Company has no accumulated losses at the end of the financial
 year and it has not 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 by the management, we are of the opinion that the
 Company has not defaulted in repayment of dues to a financial
 institution, bank or debenture holders.
 
 (xii) According to the information and explanations given to us and
 based on the documents and records produced before us, the Company has
 not granted loans and advances on the 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 to the 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 the Order are not applicable to the
 Company.
 
 (xv) According to the information and explanations given to us, the
 Company has given guarantees for loans taken by others from bank or
 financial institutions, the terms and conditions whereof in our opinion
 are not prima-facie prejudicial to the interest of the Company.
 
 (xvi) Based on the information and explanations given to us by the
 management, term loans were applied for the purpose for which the loans
 were obtained.
 
 (xvii) According to the information and explanations given to us and on
 an overall examination of the balance sheet of the Company, we report
 that no funds raised on short- term basis have been used for long-term
 investment.
 
 (xviii) The Company has not made any preferential allotment of shares
 to parties or companies covered in the register maintained under
 section 301 of the Act.
 
 (xix) The Company has created security or charge in respect of
 debentures outstanding at the year end.
 
 (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 true and fair view of the financial statements and as per
 the information and explanations given by the management, we report
 that no fraud on or by the Company has been noticed or reported during
 the year.
 
 For S.R. Batliboi & Co.
 
 Firm registration number: 301003E
 
 Chartered Accountants
 
 per Tridibes Basu
 
 Partner
 
 Membership No.: 17401
 
 Gurgaon, India
 July 25 , 2012