1.  We have audited the attached Balance Sheet of KPIT CUMMINS
 INFOSYSTEMS LIMITED (the Company) as at 31st March, 2011, the
 Statement of Profit and Loss and the Cash Flow Statement of the Company
 for the year ended on that date, both 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.
 
 2.  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 misstatements. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and the disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and the 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.
 
 3.  As required by the Companies (Auditors Report) Order, 2003(CARO),
 issued by the Central Government in terms of Section 227(4A) of the
 Companies Act, 1956, 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 in paragraph 3
 above, we report as follows:
 
 (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 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 Balance Sheet, the Statement of Profit and Loss
 and the Cash Flow Statement dealt with by this report are in compliance
 with the Accounting Standards referred to in Section 211(3C) of the
 Companies Act, 1956;
 
 (e) in our opinion and to the best of our information and according to
 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,:
 
 (i) in the case of the Balance Sheet, of the state of affairs of the
 Company as at 31st March, 2011;
 
 (ii) in the case of the Statement of Profit and Loss, 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.
 
 5.  On the basis of the written representations received from the
 directors as on 31st March, 2011 taken on record by the Board of
 Directors, none of the Directors is disqualified as on 31st March, 2011
 from being appointed as a director in terms of Section 274 (1) (g) of
 the Companies Act, 1956.
 
 Annexure to the auditors report
 (Referred to in paragraph 3 of our report of even date)
 
 (i) Having regard to the nature of the Companys business /activities,
 clauses (ii), (viii), (x), (xiii), (xiv) of CARO are not applicable.
 
 (ii) In respect of its fixed assets:
 
 (a) The Company has maintained proper records showing full particulars,
 including quantitative details and situation of the fixed assets.
 
 (b) The fixed assets were physically verified during the year by the
 Management in accordance with a regular programme of verification
 which, in our opinion, provides for physical verification of all the
 fixed assets at reasonable intervals. According to the information and
 explanations given to us, no material discrepancies were noticed on
 such verification.
 
 (c) The fixed assets disposed off during the year, in our opinion, do
 not constitute a substantial part of the fixed assets of the Company
 and such disposal has, in our opinion, not affected the going concern
 status of the Company.
 
 (iii) The Company has neither granted nor taken any loans, secured or
 unsecured, to/from companies, firms or other parties listed in the
 Register maintained under Section 301 of the Companies Act, 1956.
 
 (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 fixed assets and for the sale of services. The activities
 of the Company do not involve purchase of inventory and sale of goods.
 During the course of our audit, we have not observed any major weakness
 in such internal control system.
 
 (v) In respect of contracts or arrangements entered in the Register
 maintained in pursuance of Section 301 of the Companies Act, 1956, to
 the best of our knowledge and belief and according to the information
 and explanations given to us:
 
 (a) The particulars of contracts or arrangements referred to in Section
 301 that needed to be entered in the Register maintained under the said
 Section have been so entered
 
 (b) Where each of such transaction is in excess of Rs. 5 lakhs in
 respect of any party, the transactions have been made at prices which
 are prima facie reasonable having regard to the prevailing market
 prices at the relevant time except in respect of certain sale for which
 comparable quotations are not available and in respect of which we are
 unable to comment.
 
 (vi) According to the information and explanations given to us, the
 Company has not accepted any deposit from the public during the year.
 
 (vii) In our opinion, the Company has an adequate internal audit system
 commensurate with the size and the nature of its business.
 
 (viii) According to the information and explanations given to us in
 respect of statutory dues:
 
 (a) The Company has generally been regular in depositing undisputed
 dues, including Provident Fund, Investor Education and Protection Fund,
 Employees State Insurance, Income Tax, Sales-Tax, Service Tax, Wealth
 Tax, Custom Duty, Cess and other material statutory dues applicable to
 it with the appropriate authorities during the year.
 
 (b) There were no undisputed amounts payable in respect of Income Tax,
 Wealth Tax, Custom Duty, Service Tax, Cess and other material statutory
 dues in arrears as at 31st March, 2011 for a period of more than six
 months from the date they became payable.
 
 (c) Details of dues of Income tax, Sales Tax, Wealth Tax, Service Tax,
 Customs Duty and Cess which have not been deposited as on March 31,
 2011 on account of disputes are given below:
 
 
 Name of the Statute  Nature of dues  Forum where dispute is pending
 
 The Income Tax Act, 
 1961                 Income-tax      Asst. Commissioner of Income Tax
 
 The Income Tax Act, 
 1961                 Income-tax      Income Tax Officer
 
 The Karnataka Value  Commercial Tax  Asst. Commissioner of Commercial
 Added Tax, 2003                      Taxes
 
 The Karnataka Value  Commercial Tax  High Court
 Added Tax, 2003
 
 
 
 Name of the Statute        Period to which the      Amount involved 
                              amount relates         (Rs. in lakhs)
 
 The Income Tax Act, 1961       A.Y. 2007-08              34.41
 
 The Income Tax Act, 1961       A.Y. 2007-08              26.99
 
 The Karnataka Value Added           2005-09              91.30
 Tax, 2003
 
 The Karnataka Value Added           2009-10              94.11
 Tax, 2003
 
 
 (ix) In our opinion and according to the information and explanations
 given to us, the Company has not defaulted in the repayment of dues to
 banks and financial institutions.
 
 (x) In our opinion and according to the information and explanations
 given to us, the Company has not granted loans and advances on the
 basis of security by way of pledge of shares, debentures and other
 securities.
 
 (xi) 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.
 
 (xii) In our opinion and according to the information and explanations
 given to us, the term loans have been applied for the purposes for
 which they were obtained, other than temporary deployment pending
 application.
 
 (xiii) In our opinion and according to the information and explanations
 given to us and on an overall examination of the Balance Sheet, we
 report that funds raised on short-term basis have not been used during
 the year for long- term investment.
 
 (xiv) According to the information and explanations given to us, the
 Company has not made any preferential allotment of shares to parties
 and companies covered in the Register maintained under Section 301 of
 the Companies Act, 1956.
 
 (xv) According to the information and explanations given to us, during
 the period covered by our audit report, the Company had not issued any
 secured debentures.
 
 (xvi) According to the information and explanations given to us, the
 Company has not raised any money by public issue.
 
 (xvii)To the best of our knowledge and according to the information and
 explanations given to us, no fraud by the Company and no fraud on the
 Company has been noticed or reported during the year.
 
 
 
                                          For DELOITTE HASKINS & SELLS
                                                 Chartered Accountants
                                           (Registration No. 117 366W)
 
 
 
                                                     Khurshed Pastakia
                                                               Partner 
                                                (Membership No. 31544)
 
 
 Place: Pune
 Date: April 25, 2011