1.  We have audited the attached Balance Sheet of Sterlite Technologies
 Limited (''the Company'') as at March 31, 2011 and also 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 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 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 (Auditors'' Report) Order, 2003 (as
 amended) issued by the Central Government of India in terms of
 sub-Section (4A) of Section 227 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 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
 Companies Act, 1956;
 
 v. On the basis of the 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 on
 March 31, 2011 from being appointed as a director in terms of clause
 (g) of sub-section (1) of Section 274 of the Companies Act, 1956;
 
 vi. As stated in Note no. 8 of Schedule 21, the Company had in an
 earlier year received an order of CESTAT upholding a demand of f 188
 crores (including penalties and excluding interest) (7 188 crores as at
 March 31, 2010) in a pending excise/custom matter. The Company''s appeal
 against this order with the Honourable Supreme Court has been admitted.
 Based on the current status and legal advice received, provision for
 liability as recorded and disclosed in Note no. 8 of Schedule 21 in the
 accompanying financial statements is considered adequate by Management.
 In the event the decision of the Honourable Supreme Court goes against
 the Company on any of the grounds of appeal, additional provision
 against the said demand may be required. Pending disposal of the matter
 by the Honourable Supreme Court, the amount of excise/custom duty
 payable, if any, is currently unascertainable. Our audit report on the
 financial statements for the years ended March 31, 2009 and March 31,
 2010 were qualified in respect of this matter.
 
 vii. 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 Companies Act, 1956, in the manner so required and
 subject to the effect of the matter referred to in paragraph vi above
 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 for the
 year ended on that date; and
 
 c) in the case of the Cash Flow Statement, of the cash flows for the
 year ended on that date.
 
 Annexure referred to in paragraph 3 of our report of even date Re:
 Sterlite Technologies Limited (''the Company'')
 
 (i) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) All fixed assets were physically verified by the management in the
 previous year in accordance with a planned programme of verifying them
 once in three years which, in our opinion, is reasonable having regard
 to the size of the Company and the nature of its assets. As informed,
 no material discrepancies were noticed on such verification.
 
 (c) There was no substantial disposal of fixed assets during the year.
 
 (ii) (a) The management has conducted physical verification of
 inventory at reasonable intervals during the year.
 
 (b) The procedures of physical verification of inventory followed by
 Management are reasonable and adequate in relation to the size of the
 Company and the nature of its business.
 
 (c) The Company is maintaining proper records of inventory and no
 material discrepancies were noticed on physical verification.
 
 (iii) As informed, the Company has not granted or 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.  As a result, provisions of paragraphs 4(iii) (b), (c), (d),
 (f) and (g) of the Companies (Auditors'' Report) Order, 2003 (as
 amended) are not applicable to the Company.
 
 (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 inventory and fixed assets and for the sale of goods and
 services.  During the course of our audit, no major weakness has been
 noticed in the internal control system in respect of these areas.
 During the course of our audit, we have not observed any continuing
 failure to correct major weakness in internal control system of the
 Company.
 
 (v) As informed, the Company has not entered into any contracts or
 arrangements to which the provisions of Section 301 of the Companies
 Act, 1956 apply. As a result, provisions of paragraphs 4(v) (a) and (b)
 of the Companies (Auditors'' Report) Order, 2003 (as amended) are not
 applicable to the Company.
 
 (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 nature of its business.
 
 (viii) We have broadly reviewed the books of account maintained by the
 Company pursuant to the rules made by the Central Government for the
 maintenance of cost records under Section 209(1) (d) of the Companies
 Act, 1956 in respect of Power Cables and Conductors, and are of the
 opinion that prima facie, the prescribed accounts and records have been
 made and maintained.
 
 (ix) (a) The Company is generally regular in depositing with
 appropriate authorities 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 applicable to
 it.
 
 Further, since the Central Government has till date not prescribed the
 amount of cess payable under Section 441 A of the Companies Act, 1956,
 we are not in a position to comment upon the regularity or otherwise of
 the Company in depositing the same.
 
 (b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of provident fund, investor
 education and protection fund, employees'' state insurance, income-tax,
 wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and
 other undisputed statutory dues were outstanding, at the year end, for
 a period of more than six months from the date they became payable.
 
 (c) According to the records of the Company, the dues outstanding of
 income-tax, sales-tax, wealth-tax, service tax, customs duty, excise
 duty and cess on account of any dispute, are as follows:
 
                                               Amount (including 
 Name of the statute     Nature                 interest and
                         of dues                 penalty)
                                               (Rs. in crores)
 
 Central Sales Tax Act, 
 1956                    Sales Tax                  0.59
 
 Central Excise Act, 
 1944                    Excise Duty                1.23
 
                                                    0.59
 
                                                    1.98
 
                                                    0.16
 
                                                   20.61
 
                                                   42.16
 
                                                  188.67
 
                                                   11.96
 
                                                    0.08
 
                                                    0.60
 
 Customs Act, 1962       Custom Duty               68.43
 
                                                    4.92
 Service Tax Act, 1994   Service Tax                2.45
 
                                                    0.03
 
 
 
 
 Name of the Statue        Period to               Forum
                           which the               where
                           amount                  dispute is
                           relates                 pending
 
 Central Sales Tax Act, 
 1956                      1997-2001               Sales Tax
 
                                                Appellate Tribunal
 
 Central Excise Act, 1944  1994-1997           Commissioner (Appeal)
 
                           1994-2003           CESTAT
 
                           1994-2003           Commissioner (Appeals)
 
                           1995-1996           Assistant Commissioner
 
                           2000-2001           CESTAT
 
                           2001-2003           CESTAT
 
                           2001-2002           Supreme Court
 
                           2004-2005           CESTAT
 
                           2009-2010           CESTAT
 
                           2001-2008           Commissioner (Appeals)
 
 Customs Act, 1962         1992-2005           CESTAT
 
                           2001-2003           Commissioner
 
 Service Tax Act, 1994     2000-2008           Commissioner
 
                           2009-2010           Commissioner
 
 (x) The Company has no accumulated losses at the end of the financial
 year and it has not incurred cash losses in the current and immediately
 preceding financial year.
 
 (xi) Based on our audit procedures and as per the information and
 explanations given by Management, we are of the opinion that the
 Company has not defaulted in repayment of dues to a financial
 institution or bank. As stated in Note 8, Schedule 21 the Company
 continues to dispute amounts aggregating to Rs. 18.87 crores debited by
 one of the banks in the earlier year, towards import consignments under
 Letters of Credit not accepted by the Company, owing to discrepancies
 in documents. Since the matter is in dispute, we are unable to
 determine whether there is a default in repayment of dues to the said
 bank.
 
 (xii) According to the information and explanations given to us and
 based on the documents and records produced 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.
 
 (xiii) In our opinion, the Company is not a chit fund or a nidhi/
 mutual benefit fund/society.  Therefore, the provisions of clause
 4(xiii) of the Companies (Auditors'' Report) Order, 2003 (as amended)
 are not applicable to the Company.
 
 (xiv) In respect of dealing/trading in shares, securities, debentures
 and other investments, in our opinion and according to the information
 and explanations given to us, proper records have been maintained of
 the transactions and contracts and timely entries have been made
 therein. The shares, securities, debentures and other investments have
 been held by the Company, in its own name.
 
 (xv) According to the information and explanations given to us, the
 Company has given guarantee for loans taken by others from banks, the
 terms and conditions whereof, in our opinion are not prima-facie
 prejudicial to the interest of the Company.
 
 (xvi) The Company did not have any term loans outstanding during the
 year.
 
 (xvii) According to the information and explanations given to us and on
 an overall examination of the balance sheet of the Company, we report
 that no funds raised on short-term basis have been used for long- term
 investment.
 
 (xviii) The Company has not made any preferential allotment of shares
 to parties or companies covered in the register maintained under
 Section 301 of the Companies Act, 1956.
 
 (xix) According to the information and explanations given to us, during
 the period covered by our audit report, the Company did not have any
 outstanding debentures during the year.
 
 (xx) The Company has not raised any money through public issue during
 the year.
 
 (xxi) Based upon the audit procedures performed for the purpose of
 reporting the true and fair view of the financial statements and as per
 the information and explanations given by management, we report that no
 fraud on or by the Company has been noticed or reported during the
 course of our audit.
 
 For S. R. Batliboi & Co.
 
 Firm Registration No. 301003E
 Chartered Accountants
 
 per Arvind Sethi
 
 Partner
 Membership No.: 89802
 
 Place : Mumbai
 Date  : April 29, 2011