We have audited the attached balance sheet of MindTree Limited
 (MindTree or the Company) as at March 31, 2011, the profit and loss
 account and the cash flow statement for the year ended on that date,
 annexed thereto [in which results of erstwhile MindTree Wireless
 Private Limited (formerly Kyocera Wireless (India) Private Limited) has
 been incorporated with appointed date of April 1, 2010 on its
 amalgamation with the Company as fully explained in note 4 of schedule
 15 to the financial statement]. 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 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.
 
 As required by the Companies (Auditors Report) Order, 2003, as
 amended, by the Companies (Auditors Report) Order, 2004, (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.
 
 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, the profit and loss account and the cash flow
 statement dealt with by this report are in agreement with the books of
 account;
 
 (iv) 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;
 
 (v) on the basis of written representations received from the directors
 as on March 31, 2011, and taken on record by the Board of Directors, we
 report that none of the directors is disqualified as at March 31, 2011
 from being appointed as a director in terms of Section 274(1)(g) 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 March 31, 2011;
 
 (b) in the case of the profit and loss account, of the profit of the
 Company for the year ended on that date; and
 
 (c) 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 the Auditors Report to the members of
 MindTree Limited (the Company) for the year ended March 31, 2011.  We
 report as follows:
 
 1.  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 our opinion, the periodicity of physical
 verification is reasonable having regard to the size of the Company and
 the nature of its assets. In accordance with this programme, certain
 fixed assets were verified during the year and no material
 discrepancies were observed on such verification.
 
 c) Fixed assets disposed off during the year were not substantial and
 therefore do not affect the going concern assumption.
 
 2.  The Company is a service company, primarily rendering software
 development services. Accordingly, it does not hold any physical
 inventories. Thus, paragraph 4(ii) of the Order is not applicable.
 
 3.  The Company has neither granted nor taken any loans, secured or
 unsecured to or from companies, firms or other parties covered in the
 register maintained under Section 301 of the Companies Act, 1956 (the
 Act).
 
 4.  In our opinion and according to the information and explanations
 given to us, and having regard to the explanation that purchase of
 certain items of fixed assets are for the Companys specialized
 requirement and suitable alternative sources are not available to
 obtain comparable quotations, there is an adequate internal control
 system commensurate with the size of the Company and the nature of its
 business for 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.
 
 5.  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 (a) above and exceeding the value of rupees
 five lakhs with each party during the year have been made at prices
 which are reasonable having regard to the prevailing market prices at
 the relevant time except for purchase of certain items of fixed assets
 which are for the Companys specialized requirements and for which
 suitable alternative sources are not available to obtain comparable
 quotations. However, on the basis of information and explanations
 provided, the same appear reasonable.
 
 6.  The Company has not accepted any deposits from the public.
 
 7.  In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 8.  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.
 
 9.  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, Income- tax, Sales-tax,
 Service tax, Customs duty, Cess and other material statutory dues have
 been generally 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, Wealth tax,
 Excise duty and Investor Education and Protection Fund.
 
 There were no dues on account of Cess under Section 441A of the Act
 since the date from which the aforesaid section comes into force has
 not yet been notified by the Central Government of India.
 
 b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of Provident Fund, Income tax,
 Sales tax, Service tax, Customs duty, Cess 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.
 
 c) According to the information and explanations given to us, there are
 no dues of Customs duty and Cess which have not been deposited with the
 appropriate authorities on account of any dispute. The Company,
 however, disputes the following Income tax, Service tax and Sales tax
 dues:
 
 Name of the statute  Nature of the dues Amount (Rs.)    Period to which
                                          in 000s    the amount relates
 
 Income Tax Act, 1961   Tax and interest    78,981*      Assessment year 
                                                         2002-03
 
 Income Tax Act, 1961   Tax and interest    46,764*      Assessment year 
                                                         2003-04
 
 Income Tax Act, 1961   Tax and interest    60,837       Assessment year 
                                                         2004-05
 
 Income Tax Act, 1961   Tax and interest    28,484       Assessment year 
                                                         2005-06
 
 Income Tax Act, 1961   Tax and interest    57,669       Assessment year 
                                                         2006-07
 
 Income Tax Act, 1961   Tax and interest    51,447       Assessment year 
                                                         2006-07
 Name of the statute      Forum where dispute is pending
 
 Income Tax Act, 1961     Honourable High Court of Karnataka**
 
 Income Tax Act, 1961     Commissioner of Income Taxes
                          (Appeals), Bangalore
 
 Income Tax Act, 1961     Commissioner of Income Taxes
                          (Appeals), Bangalore
 
 Income Tax Act, 1961     Commissioner of Income Taxes
                          (Appeals), Bangalore
 
 Lncome Tax Act, 1961     Income Tax Appellate Tribunal
 
 Income Tax Act, 1961     Commissioner of Income Taxes
                          (Appeals), Bangalore
 
 Name of the statute  Nature of the dues Amount (Rs.)    Period to which
                                          in 000s    the amount relates
 
 Income Tax Act, 1961    Tax and interest   11,163     Assessment year 
                                                       2007-08
 
 Income Tax Act, 1961    Tax and interest   32,236     Assessment year 
                                                       2007-08
 
 Income Tax Act, 1961    Tax and interest   10,103     Assessment year 
                                                       2008-09
 
 Income Tax Act, 1961    Tax and interest   42,268     Assessment year 
                                                       2008-09
 
 Income Tax Act, 1961    Tax and interest   34,604     Assessment year 
                                                       2007-08
 
 Income Tax Act, 1961    Tax and interest      616     Assessment year 
                                                       2001-02
 
 The Finance Act, 1994   Service tax       151,210     July 2003 to 
                                                       June 2007
 
 The Finance Act, 1994   Service tax        66,940     July 2007 to 
                                                       March 2008
 
 Karnataka Value Added   Tax and interest    5,860*    April 2005 to 
                                                       March 2007
 Tax Act, 2003
 
 Karnataka Value Added   Tax and interest    4,283*    April 2007 to 
                                                       March 2009
 Tax Act, 2003
 
 Karnataka Sales Tax     Tax and penalty       287*    Upto July 2004
 Act, 1957
 
 Name of the statute      Forum where dispute is pending
 
 Income Tax Act, 1961     Commissioner of Income Taxes
                            (Appeals), Bangalore
 
 Income Tax Act, 1961       Commissioner of Income Taxes
                            (Appeals), Bangalore
 
 Income Tax Act, 1961       Commissioner of Income Taxes
                            (Appeals), Bangalore
 
 Income Tax Act, 1961       Commissioner of Income Taxes
                            (Appeals), Bangalore
 
 Income Tax Act, 1961       Commissioner of Income Taxes
                            (Appeals), Bangalore
 
 Income Tax Act, 1961       Honorable High Court of Karnataka
 
 The Financial Act, 1994    Customs, Excise and Service Tax
                            Appellate Tribunal, Pune
 
 The Financial Act, 1994    Customs, Excise and Service Tax
                            Appellate Tribunal, Pune
 
 Karnataka Value Added      Joint Commissioner of Commercial
 Tax Act, 2003              taxes (Appeals), Bangalore
 
 Karnataka Value Added      Joint Commissioner of Commercial
 Tax Act, 2003              taxes (Appeals), Bangalore
 
 Karnataka Sales Tax        Assistant Commissioner of Commercial
 Act, 1957                  taxes (Recovery), Bangalore
 
 * The above amounts are net of amount paid under protest
 
 ** Stay granted by Honble High Court of Karnataka vide order dated 4
 November 2008
 
 10.  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.
 
 11.  In our opinion and according to the information and explanations
 given to us, the Company has not defaulted in repayment of dues to its
 bankers. The Company did not have any outstanding dues to any financial
 institution or debenture holders during the year.
 
 12.  The Company has not granted any loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 
 13.  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.
 
 14.  According to the information and explanations given to us, the
 Company is not dealing or trading in shares, securities, debentures and
 other investments.
 
 15.  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.
 
 16.  The Company did not have any term loans outstanding during the
 year.
 
 17.  According to the information and explanations given to us and on
 an overall examination of the balance sheet of the company, we are of
 the opinion that the funds raised on short-term basis have not been
 used for long-term investment.
 
 18.  The Company has not made any preferential allotment of shares to
 companies/firms/parties covered in the register mentioned under Section
 301 of the Companies Act, 1956.
 
 19.  The Company did not have any outstanding debentures during the
 year.
 
 20.  The Company has not raised any money by public issues during the
 year.
 
 21.  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 registration No. 101248W
 
 Supreet Sachdev
 
 Partner
 
 Membership No. 205385
 
 Bangalore
 April 21, 2011