MindTree

We have audited the attached balance sheet of MindTree Limited
 (MindTree or the Company) as at March 31, 2009, the profit
 and loss account and the cash flow statement 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 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, profit and loss account and cash flow
 statement dealt with by this report are in agreement with the
 books of account;
 
 (iv) 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;
 
 (v) on the basis of written representations received from the
 directors as on March 31, 2009, and taken on record by the Board
 of Directors, we report that none of the directors are
 disqualified as at March 31, 2009 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, 2009;
 
 (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 for the year ended March 31, 2009.  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, this
 periodicity of physical verification is reasonable having regard
 to the size of the Company and the nature of its assets. The
 Company has completed the physical verification of certain
 assets as per the phased programme of verification. The Company
 is in the process of reconciling the results of the physical
 verification with the books of account for the category of
 assets physically verified during the year and does not expect
 any material discrepancies.
 
 c) Fixed assets disposed off during the year were not
 substantial and therefore do not affect the going concern status
 of the Company.
 
 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 Act.
 
 4.  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 with
 regard to rendering 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 the party during
 the year have been made at prices which are reasonable having
 regard to the prevailing market prices at the relevant time.
 
 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 Investor Education and Protection Fund, Employees State
 Insurance, Wealth tax and Excise duty.
 
 b) According to the information and explanations given to us, no
 material 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,
 2009 for a period of more than six months from the date they
 became payable.
 
 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.
 
 c) According to the information and explanations given to us,
 there are no material dues of Sales tax, Service tax, Customs
 duty, and Cess which have not been deposited with the
 appropriate authorities on account of any dispute.
 
 According to the information and explanations given to us, the
 following dues of Income tax have not been deposited by the
 Company on account of disputes:
 
 Name of the statute     Nature of the dues   Amount (Rs.)
 
 Income Tax Act, 1961    Income-tax 2006-07   51,446,560
 
 Period to which       Forum where dispute   Remarks
 the amount relates    is pending
 
 Assessment year       Income Tax Appellate  Not yet deposited
                       Tribunal
 
 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 a 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.  In our opinion and according to the information and
 explanations given to us, the term loans taken by the Company
 have been applied for the purpose for which they were raised.
 
 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 parties and companies covered in the register
 mentioned under Section 301 of the Act.
 
 19.  The Company did not have any outstanding debentures during
 the year.
 
 20.  We have verified the end-use of money raised by public
 issue as disclosed in the notes to the financial statements.
 
 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 BSR & Associates
                                    Chartered Accountants
                                                    Sd/-
                                             Rajesh Arora
                                                  Partner
                                    Membership No. 076124
 Bangalore
 April 27, 2009