1. We have audited the attached Balance Sheet of TATA ELXSI LIMITED
 (the Company) as at March 31, 2012, 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 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 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 (Auditor''s Report) Order, 2003 (CARO)
 issued by the Central Government in terms of Section 227(4A) of the
 Companies Act, 1956, we give 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 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 it appears from our examination of
 those books;
 
 (iii) 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;
 
 (iv) 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(3
 C) of the Companies Act, 1956;
 
 (v) 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 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, 2012;
 
 (b) in the case of the Statement of Profit and Loss, 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.
 
 5. On the basis of the written representations received from the
 Directors as on March 31, 2012 taken on record by the Board of
 Directors, we report that none of the Directors is disqualified as on
 March 31, 2012 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 Company''s business/ activities/ 
 results, clauses iii (b) to (d), (f) & (g), v, vi, viii, xii, xiii, 
 xiv, xvi, xix and xx 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
 explanation 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) In respect of its inventory:
 
 (a) As explained to us, the inventories were physically verified during
 the year by the Management at reasonable intervals.
 
 (b) In our opinion and according to the information and explanation
 given to us, the procedures of physical verification of inventories
 followed by the Management were reasonable and adequate in relation to
 the size of the Company and the nature of its business.
 
 (c) In our opinion and according to the information and explanations
 given to us, the Company has maintained proper records of its
 inventories and no material discrepancies were noticed on physical
 verification.
 
 (iv) 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.
 
 (v) In our opinion and according to the information and explanations
 given to us, having regard to the explanations that some of the items
 purchased are of special nature and suitable alternative sources are
 not readily available for obtaining comparable quotations, 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
 inventory and fixed assets and the sale of goods and services. During
 the course of our audit, we have not observed any major weakness in
 such internal control system.
 
 (vi) In our opinion, the Company has an adequate internal audit system
 commensurate with the size and the nature of its business.
 
 (vii) 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, Wealth Tax, Service
 Tax, Custom Duty, Excise Duty, Cess and other material statutory dues
 applicable to it with the appropriate authorities.
 
 (b) There were no undisputed amounts payable in respect of Provident
 Fund, Investor Education and Protection Fund, Employees'' State
 Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty,
 Excise Duty, Cess and other material statutory dues in arrears as at
 March 31, 2012 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,
 Custom Duty, Excise Duty and Cess which have not been deposited as on
 March 31, 2012 on account of disputes are given below:
 
 Statute    Nature of    Forum where Dispute  Period to which    Amount 
            Dues         is pending           the amount         Involved 
                                              relates            (Rs. in
                                                                 lakhs)
 
 Sales Tax  Sales Tax    Commissioner of      Financial Year       0.11
 Act                     Sales Tax, Appeals   2003-04 
 
 Wealth Tax Wealth Tax   Commissioner of      Financial Years
 Act                     Wealth Tax, Appeals  1993-94 to 1998-99  25.89
 
 
 Income Tax Income Tax   Commissioner of      Financial year      87.68
 Act                     Income Tax, Appeals  2004-05
 
 
 Income Tax Income Tax   Commissioner of      Financial Year       5.40
 Act                     Income Tax, Appeals  2005-06 
 
 
 Income Tax Income Tax   Commissioner of      Financial Year      27.13 
 Act                     Income Tax, Appeals  2006-07 
 
 
 Income Tax Income Tax   Deputy Commissioner  Financial Year     274.41 
 Act                     of Income Tax        2007-08
 
 Income Tax Income Tax   Deputy Commissioner  Financial Year      34.66
 Act                     of Income Tax        2008-09
 
 Income Tax Income Tax   Deputy Commissioner  Financial Year      22.46
 Act                     of Income Tax        2009-10
 
 Income Tax Income Tax   Deputy Commissioner  Financial Year      17.67
 Act                     of Income Tax        2010-11
 
 
 (viii) The Company does not have accumulated losses at the end of the
 financial year and has not incurred cash loss during the financial year
 and the immediately preceding financial year.
 
 (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. The Company has not issued any
 debentures.
 
 (x) 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 and financial institutions
 are not prima facie prejudicial to the interests of the Company.
 
 (xi) 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.
 
 (xii) The Company has not made any preferential allotment of shares to
 parties and companies covered in the Register maintained under section
 301 of the Act.
 
 (xiii) To the best of our knowledge and according to the information
 and explanations given to us, no fraud on or by the Company has been
 noticed or reported during the year.
 
                                      For DELOITTE HASKINS & SELLS
 
                                      Chartered Accountants 
 
                                      (Firm Registration No. 008072S)
 
                                      V. Balaji
 
                                      Partner
 
                                      (Membership No. 203685)
 
 Place: Mumbai 
 
 Date: May 07, 2012