1.  We have audited the attached balance sheet of HCL Technologies
 Limited (the ''Company'') as at June 30, 2011 and also 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 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 (Auditors'' Report) Order, 2003 (as
 amended) (the ''Order'') issued by the Central Government of India in
 terms of sub-section (4A) of Section 227 of the Companies Act, 1956
 (the ''Act''), we enclose in 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, 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 the written representations received from the
 directors, as on June 30, 2011, and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 June 30, 2011 from being appointed as a director in terms of clause (g)
 of sub-section (1) of Section 274 of the Act; and
 
 vi. In our opinion and to the best of our information and according to
 the 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 June 30, 2011;
 
 (b) in the case of the profit and loss account, 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
 
 (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
 previous 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) In our opinion, there are no contracts or arrangements that need to
 be entered in the register maintained under Section 301 of the Act.
 
 (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 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.
 
 Further, since the Central Government has till date not prescribed the
 amount of cess payable under section 441 A of the Act, we are not in a
 position to comment upon the regularity or otherwise of the company in
 depositing the same.
 
 (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   1,105,830,990    2006-07       Income Tax
 Act, 1961                                                Appellate 
                                                          Tribunal
 
 Income Tax   Income Tax      10,729,493    2005-06       Commissioner of
 Act, 1961                                                Income Tax
                                                          (Appeals)
 
 Income Tax   Income Tax       6,821,418    2005-06       Income Tax
 Act, 1961                                                Appellate 
                                                          Tribunal
 
 Income Tax   Income Tax     110,913,309    2005-06       Commissioner of
 Act, 1961                                                Income Tax
                                                          (Appeals)
  
 Income Tax   Income Tax         413,109    2004-05       Commissioner of
 Act, 1961                                                Income Tax
                                                          (Appeals)
 
 Income Tax   Income Tax      12,390,000    2004-05       Income Tax
 Act, 1961                                                Appellate 
                                                          Tribunal
 
 Income Tax   Income Tax       1,180,000    2003-04       Income Tax
 Act, 1961                                                Appellate 
                                                          Tribunal
 
 Income Tax   Income Tax      54,239,366    2003-04       Commissioner of
 Act, 1961                                                Income Tax
                                                          (Appeals)
 
 Income Tax   Income Tax      35,792,992    2002-03       Commissioner of
 Act, 1961                                                Income Tax
                                                          (Appeals)
 
 Income Tax   Income Tax       2,065,000    2001-02       Commissioner of
 Act, 1961                                                Income Tax
                                                          (Appeals)
 
 Central 
 Excise       Custom Duty      2,018,406    2005-06       Customs, Excise,
 and Customs                                              Service Tax
 Act, 1962                                                Appellant 
                                                          Tribunal,
                                                          Bangalore
 
 Indian 
 Stamp        Stamp Duty      17,500,000    2005-06       Chief 
                                                          Controlling
 Act, 1889                                                Revenue 
                                                          Authority,
                                                          Meerut
 
 Sales Tax    Sales Tax        2,712,000    2007-08       Sales Tax, 
                                                          Joint
                                                          Commissioner
                                                          Appeal, 
                                                          Bangalore.
 
 (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) To the best of our knowledge and according to the information and
 explanations given to us, no fraud by the Company and no material fraud
 on 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 27 , 2011