1.  We have audited the attached Balance sheet of Mastek Limited (the
 “Company”) as at June 30, 2011, and the related Profit and Loss Account
 and Cash Flow statement for the year ended on that date annexed
 thereto, which we have signed under reference to this report. 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 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 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 by the Companies (Auditor’s Report) (Amendment) order, 2004
 (together the “Order”), issued by the Central government of India in
 terms of sub-section (4A) of section 227 of ‘the Companies Act, 1956’
 of India (the ‘Act’) and on the basis of such checks of the books and
 records of the Company as we considered appropriate and according to
 the information and explanations given to us, we give in the Annexure a
 statement on the matters specified in paragraphs 4 and 5 of the Order.
 
 4.  Without qualifying our opinion, we draw your attention to Note 20
 of schedule 16, regarding excess remuneration paid during the year to
 the Chairman and managing Director and an executive Director of the
 Company, aggregating Rs. 63.36 Lacs and Rs. 22.40 Lacs respectively,
 for which Company intends to seek approval of the members of the
 Company in the ensuing Annual general meeting of the Company, and also
 from the Central government.
 
 5.  Further to our comments in the Annexure referred to in paragraph 3
 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, Profit and Loss Account and Cash Flow statement
 dealt with by this report are in agreement with the books of account;
 
 (d) 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;
 
 (e) on the basis of written representations received from the
 Directors, as on June 30, 2011 and taken on record by the Board of
 Directors, 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;
 
 (f) In our opinion and to the best of our information and according to
 the explanations given to us, the said financial statements together
 with the notes thereon and attached thereto give, in the prescribed
 manner, the information required by the Act, 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 June 30, 2011;
 
 (ii) in the case of the Profit and Loss Account, of the loss 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.
 
 ANNEXURE TO AUDITORS’ REPORT
 
 Referred to in paragraph 3 of the Auditor’s Report of even date to the
 members of Mastek Limited on the financial statements for the year
 ended June 30, 2011
 
 1.  (a) the Company is maintaining proper records showing full
 particulars, including quantitative details and situation, of fixed
 assets.
 
 (b) The fixed assets of the Company have been physically verified by
 the Management during the year and no material discrepancies between
 the book records and the physical inventory have been noticed. In our
 opinion, the frequency of verification is reasonable.
 
 (c) In our opinion and according to the information and explanations
 given to us, a substantial part of fixed assets has not been disposed
 of by the Company during the year.
 
 2.  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 goods and services.
 Further, on the basis of our examination of the books and records of
 the Company, and according to the information and explanations given to
 us, we have neither come across nor have been informed of any
 continuing failure to correct major weaknesses in the aforesaid
 internal control system.
 
 3.  According to the information and explanations given to us, there
 have been no contracts or arrangements referred to in section 301 of
 the Act during the year to be entered in the register required to be
 maintained under that section.  Accordingly, the question of commenting
 on transactions made in pursuance of such contracts or arrangements
 does not arise.
 
 4.  the Company has not accepted any deposits from the public within
 the meaning of sections 58A and 58AA of the Act and the rules framed
 thereunder.
 
 5.  In our opinion, the Company has an internal audit system
 commensurate with its size and nature of its business.
 
 6.  The Central government of India has not prescribed the maintenance
 of cost records under clause (d) of sub-section (1) of section 209 of
 the Act for any of the products of the Company.
 
 7.  (a) According to the information and explanations given to us and
 the records of the Company examined by us, in our opinion, the Company
 is regular in depositing the 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 as
 applicable with the appropriate authorities.
 
 (b) According to the information and explanations given to us and the
 records of the Company examined by us, there are no dues of sales-tax,
 wealth-tax, service-tax, customs duty, excise duty and cess which have
 not been deposited on account of any dispute. the particulars of dues
 of income-tax as at June 30, 2011 which have not been deposited on
 account of a dispute are as follows:
 
 Name of the        Nature of dues             Amount (Rs.)*
 statute
 
 The Income         Demand on account           108,825,510
 Tax Act, 1961      of transfer pricing
                    disallowances and
                    disallowances for other
                    expenses
 
 The Income         Demand on account            48,685,385
 Tax Act, 1961      of transfer pricing
                    disallowances and
                    disallowances for other
                    expenses
 
 Name of the        Period to which          Forum where the 
                    the amount               dispute is pending
                    relates
 
 The Income         A.Y 2007-08              Commissioner of
 Tax Act, 1961                               Income-tax (Appeals),
                                             Ahmedabad
 
 The Income         A.Y 2006-07              Income tax Appellate
 Tax Act, 1961                               Tribunal, Ahmedabad
 
 *Net of amounts paid under protest or otherwise
 
 8.  the Company has no accumulated losses as at June 30, 2011 and has
 not incurred any cash losses in the financial year ended on that date
 or in the immediately preceding financial year.
 
 9.  According to the records of the Company examined by us and the
 information and explanation given to us, the Company has not defaulted
 in repayment of dues to any financial institution or bank or debenture
 holders as at the balance sheet date.
 
 10.  the Company has not granted any loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 
 11.  the provisions of any special statute applicable to chit fund/
 nidhi/ mutual benefit fund/ societies are not applicable to the
 Company.
 
 12.  In our opinion, the Company is not a dealer or trader in shares,
 securities, debentures and other investments.
 
 13.  In our opinion and according to the information and explanations
 given to us, the terms and conditions of the guarantees given by the
 Company, for loans taken by others from banks or financial institutions
 during the year, are not prejudicial to the interest of the Company.
 
 14.  The Company has not obtained any term loans.
 
 15.  On the basis of an overall examination of the balance sheet of the
 Company, in our opinion and according to the information and
 explanations given to us, there are no funds raised on a short-term
 basis which have been used for long-term investment.
 
 16.  During the course of our examination of the books and records of
 the Company, carried out in accordance with the generally accepted
 auditing practices in India, and according to the information and
 explanations given to us, we have neither come across any instance of
 fraud on or by the Company, noticed or reported during the year, nor
 have we been informed of such case by the management.
 
 17.  Clauses (ii), (iii), (xviii), (xix) and (xx) of paragraph 4 of the
 Companies (Auditor’s Report) order 2003, as amended by the Companies
 (Auditor’s Report) (Amendment) order, 2004, are not applicable in the
 case of the Company for the year, since in our opinion there is no
 matter to be reported.
 
 
                                                 For Price Waterhouse
                                    Firm Registration Number: 012754N
                                                Chartered Accountants
 
                                                       Pradip Kanakia
                                                              Partner 
                                             Membership Number: 39985
 
 Mumbai 
 July 25, 2011