We have audited the accompanying financial statements of Infosys
 Limited (''the Company'') which comprise the Balance Sheet as at 31st
 March, 2012, 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
 
 The 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 the 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 :
 
 (i) in the case of the Balance Sheet, of the state of affairs of the
 Company as at 31 March, 2012;
 
 (ii) in the case of the Statement of Profit and Loss, of the profit for
 the year ended on that date; and
 
 (iii) 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 said Order.
 
 2.  As required by Section 227(3) of the Act, we report that :
 
 a.  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;
 
 b.  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;
 
 c.  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;
 
 d.  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; and
 
 e.  on the basis of written representations received from the directors
 as on 31 March, 2012, and taken on record by the Board of Directors,
 none of the directors are disqualified as on 31 March, 2012, from being
 appointed as a director in terms of clause (g) of sub-section (1) of
 Section 274 of the Companies Act, 1956.
 
 Annexure to the auditors'' report
 
 The Annexure referred to in our report to the members of Infosys
 Limited (''the Company'') (formerly Infosys Technologies Limited) for
 the year ended 31 March, 2012. We report that :
 
 (i) (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 accordance with this programme, certain
 fixed assets were verified during the year and no material
 discrepancies were noticed on such verification. In our opinion, this
 periodicity of physical verification is reasonable having regard to the
 size of the Company and the nature of its assets.
 
 (c) Fixed assets disposed off during the year were not substantial, and
 therefore, do not affect the going concern assumption.
 
 (ii) The Company is a service company, primarily rendering information
 technology services. Accordingly, it does not hold any physical
 inventories. Thus, paragraph 4(ii) of the Order is not applicable.
 
 (iii)(a) The Company has granted a loan to a body corporate covered in
 the register maintained under Section 301 of the Companies Act, 1956
 (''the Act''). The maximum amount outstanding during the year was Rs
 26,95,65,993 and the year-end balance of such loan amounted to Rs
 12,39,007. Other than the above, the Company has not granted any loans,
 secured or unsecured, to companies, firms or parties covered in the
 register maintained under Section 301 of the Act.
 
 (b) In our opinion, the rate of interest and other terms and conditions
 on which the loan has been granted to the body corporate listed in the
 register maintained under Section 301 of the Act are not, prima facie,
 prejudicial to the interest of the Company
 
 (c) In the case of the loan granted to the body corporate listed in the
 register maintained under Section 301 of the Act, the borrower has been
 regular in the payment of the interest as stipulated. The terms of
 arrangement do not stipulate any repayment schedule and the loan is
 repayable on demand. Accordingly, paragraph 4(iii)(c) of the Order is
 not applicable to the Company in respect of repayment of the principal
 amount.
 
 (d) There are no overdue amounts of more than Rs 1 lakh in respect of
 the loan granted to a body corporate listed in the register maintained
 under Section 301 of the Act.
 
 (e) The Company has not taken any loans, secured or unsecured from
 companies, firms or parties covered in the register maintained under
 Section 301 of the Act. Accordingly, paragraphs 4(iii)(e) to 4(iii)(g)
 of the Order are not applicable.
 
 (iv) In our opinion and according to the information and explanations
 given to us, there is an adequate internal control system commensurate
 with the size of the Company 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.
 
 (v) (a) In our opinion and according to the information and
 explanations given to us, the particulars of contracts or arrangements
 referred to in Section 301 of the Act 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 (v)(a) above and exceeding the value of Rs 5
 lakh with any party during the year have been made 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 and the nature of its business.
 
 (viii) 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
 
 (ix)(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 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, Customs duty and Excise duty.
 
 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, Wealth tax,
 Service tax and other material statutory dues were in arrears as at 31
 March, 2012, 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 material dues of Wealth tax and Cess which have not been
 deposited with the appropriate authorities on account of any dispute.
 However, according to information and explanations given to us, the
 following dues of Income tax, Sales tax, and Service tax, have not been
 deposited by the Company on account of disputes :
 
 Name of the 
 statute         Nature of 
                 dues         Amount (in Rs)   Period to 
                                              which the
                                              amount       Forum where 
                                                           dispute is
                                              relates      pending
 
 Income Tax 
 Act, 1961       Interest 
                 on 
                 Income-tax       50,84,704   Assessment 
                                              year
                                              2006-2007    Commissioner
                                                           of Income
                 demanded 
                                                           Tax (Appeals),
                                                           Bangalore
 
 Income Tax 
 Act, 1961       Demand 
                 under
                 Section    (1) 7,30,25,295    Assessment
                                               year 
                                               2009-2010   Commissioner 
                                                           of Income 
                 156                                       Tax (Appeals),
                                                           Bangalore
 
 Service tax     Service 
                 tax 
                 demanded   (1) 5,75,63,973    July 2004 
                                               to October
                                               2005        Custom Excise
                                                           and Service
                                                           Tax Appellate
                                                           Tribunal, 
                                                           Bangalore
 
 Service tax     Service
                 tax 
                 demanded   (1) 2,57,84,864    January
                                               2005 to 
                                               March
                                               2009        Custom Excise
                                                           and Service
                                                           Tax Appellate
                                                           Tribunal, 
                                                           Bangalore
 
 Service tax     Service
                 tax and
                 penalty       23,15,20,178    February 
                                               2007 to 
                                               March
                                               2009        Custom Excise
                                                           and Service
                 demanded                                  Tax Appellate
                                                           Tribunal,
                                                           Bangalore
 
 Service tax     Service 
                 tax 
                 demanded       4,19,72,658    April 2009
                                               to March 
                                               2010        Commissioner,
                                                           Bangalore
 
 APVAT Act, 2005 Inter-state 
                 sales             4,17,650    April 2006 
                                               to March 
                                               2007        Sales Tax
                                                           Appellate
                 demanded                                  Tribunal, 
                                                           Andhra Pradesh
 
 APVAT 
 Act, 2005       Sales tax 
                 demanded      (1)31,12,450    April 2007 
                                               to March
                                               2008        High Court of
                                                           Andhra
                                                           Pradesh
 
 KVAT Act, 2003  Sales tax, 
                 interest 
                 and        (1)(2) 24,53,43,
                                        982    April 2005
                                               to March 
                                               2009        High Court of
                                                           Karnataka
                 penalty
                 demanded
 
 MVAT Act, 2002  Excess
                 refund
                 along        (1) 13,20,455    January 
                                               2006 to     Deputy
                                                           Commissioner,
                 with 
                 interest 
                 demanded.                     December
                                               2007        Sales Tax, 
                                                           Pune
 
 CENVAT Credit   Irregular
                 availment 
                 of         (1)11,14,13,495    October
                                               2004 to
                                               March 2009  Custom Excise
                                                           and Service
 Rules, 2004     CENVAT 
                 credit                                    Tax Appellate
                                                           Tribunal,
                                                           Bangalore
 
 A stay order has been received against the amount disputed and not
 deposited.
 
 (2) Net of amounts paid under protest.
 
 (x) 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.
 
 (xi) The Company did not have any outstanding dues to any financial
 institution, banks or debenture holders during the year.
 
 (xii) The Company has not granted any loans and advances on the basis
 of security by way of pledge of shares, debentures and other
 securities.
 
 (xiii) In our opinion and according to the information and explanations
 given to us, the Company is not a chit fund / nidhi / mutual benefit
 fund / society.
 
 (xiv) According to the information and explanations given to us, the
 Company is not dealing or trading in shares, securities, debentures and
 other investments.
 
 (xv) 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.
 
 (xvi) The Company did not have any term loans outstanding during the
 year.
 
 (xvii) The Company has not raised any funds on short-term basis.
 
 (xviii) The Company has not made any preferential allotment of shares
 to parties and companies covered in the register maintained under
 Section 301 of the Act.
 
 (xix) The Company did not have any outstanding debentures during the
 year.
 
 (xx) The Company has not raised any money by public issues during the
 year.
 
 (xxi) According to the information and explanations given to us, no
 material fraud on or by the Company has been noticed or reported during
 the course of our audit.
 
                                                     for B S R & Co.
 
                                              Chartered Accountants
 
                                    Firm''s registration No. 101248W 
 
                                                Natrajh Ramakrishna
 
 Bangalore                                                  Partner
 
 13 April, 2012                                Membership No. 32815