We have audited the attached Balance Sheet of Infosys Technologies
 Limited (the Company) as at 31 March, 2011, the Profit and Loss
 account of the Company and the Cash Flow statement of the Company 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 the 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 the 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 (the
 Order), 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.
 
 Further to our comments in the Annexure referred to above, 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 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 appears from our examination of
 those books;
 
 (c) 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;
 
 (d) 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;
 
 (e) on the basis of written representations received from the
 directors, as at 31 March, 2011 and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as at
 31 March, 2011 from being appointed as a director in terms of Section
 274 (1)(g) of the Act;
 
 (f) 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 :
 
 (i) in the case of the Balance Sheet, of the state of affairs of the
 Company as at 31 March, 2011;
 
 (ii) in the case of the Profit and Loss account, of the profit of the
 Company for the year ended on that date; and
 
 (iii) 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 our report to the members of Infosys
 Technologies Limited (the Company) for the year ended 31 March, 2011.
 We report that :
 
 (i) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixd
 assets.
 
 (b) The Company has a regular program 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 program, 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 of 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.
 47.71 crore and the year-end balance of such loan amounted to Rs. 22.69
 crore. 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 rupees one 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.
 
 Further, since the Central Government has till date not prescribed the
 amount of cess payable under Section 441A of the Act, we are not in a
 position to comment upon the regularity or otherwise of the Company in
 depositing the same.
 
 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
 March 31, 2011 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 the 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       Period to which 
                                                     the amount
                                       (Rs. crore)   relates
 
 Income Tax Act, 1961  Fringe benefit 
                       tax and             2.28      Assessment year
                                                     2008-2009 
 
 Income Tax Act, 1961  Income-tax, 
                       interest and    228.19*#      Assessment year
                                                     2007-2008
                       penalty
                       demanded 
 
 Income Tax Act, 1961  Interest on 
                       Income-tax          0.51      Assessment year
                                                     2006-2007 
 
 KVAT Act, 2003        Sales tax, 
                       interest and      24.53*      April 2005 to 
                                                     March 2009
                       penalty 
                       demanded
 
 Central Sales 
 Tax Act, 1956        Sales tax
                      demanded           0.31*#     April 2007 to
                                                    March 2008 
 
 Service tax          Service tax
                      demanded             2.58     January 2005 to 
                                                    March 2009
 
 Service tax          Service tax 
                      and penalty         23.15     February 2007 to 
                                                    March 2009
                      demanded
 
 
 Name of the statute              Forum where dispute is pending
    
 Income Tax Act, 1961             Commissioner of Income Tax
                                  (Appeals), Bangalore
 
 Income Tax Act, 1961             Commissioner of Income Tax
                                  (Appeals), Bangalore
 
 Income Tax Act, 1961             Commissioner of Income Tax
                                  (Appeals), Bangalore 
 
 KVAT Act, 2003                   High Court of Karnataka     
                      
 Central Sales                    High Court of Andhra Pradesh
 Tax Act, 1956       
 
 Service tax                      Appellate Tribunal, Bangalore        
 
 Service tax                      Appellate Tribunal, Bangalore       
 
 * Net of amounts paid under protest.
 
 # A stay order has been received against the amount disputed and not
 deposited.
 
 (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
                                  Firms registration number : 101248W
 
                                                   Natrajh Ramakrishna
                                                               Partner
                                             Membership number : 32815
 
 Bangalore
 15 April, 2011