1.  We have audited the attached Balance Sheet of TECH MAHINDRA LIMITED
 (the Company) as at 31st March, 2011, the Profit and Loss Account 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 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 in paragraph 3
 above, we report as follows:
 
 (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 it appears from our examination of
 those books;
 
 (c) 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;
 
 (d) in our opinion, the Balance Sheet, the Profit and Loss Account and
 the Cash Flow Statement dealt with by this report are in compliance
 with the Accounting Standards referred to in Section 211(3C) of the
 Companies Act, 1956;
 
 (e) 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:
 
 (i) in the case of the Balance Sheet, of the state of affairs of the
 Company as at 31st March, 2011;
 
 (ii) in the case of the Profit and Loss Account, of the profit of the
 Company for the year ended on that date and
 
 (iii) 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 31st March, 2011 taken on record by the Board of
 Directors, none of the Directors is disqualified as on 31st March, 2011
 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 activities, clauses
 (x), (xiii) and (xiv) 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 major portions of 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.
 Accordingly, the provisions of Sub Clauses (b), (c), (d), (f) and (g)
 of the Clause (iii) of paragraph 4 of Companies (Auditors'' Report)
 Order, 2003 are not applicable to the Company.
 
 (v) 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 purchases 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) According to the information and explanations given to us, there
 are no contracts or arrangements that need to be entered into the
 register referred to in Section 301 of the Companies Act, 1956.
 Accordingly, the provisions of Sub Clauses (a) and (b) of the Clause
 (v) of paragraph 4 of Companies (Auditors'' Report) Order, 2003 are not
 applicable to the Company.
 
 (vii) According to the information and explanations given to us, the
 Company has not accepted any deposit from the public during the year.
 
 (viii) In our opinion, the Company has an adequate internal audit
 system commensurate with the size and the nature of its business.
 
 (ix) According to the information and explanations given to us, the
 Central Government has not prescribed maintenance of cost records under
 clause (d) of sub-section (1) of Section 209 of the Act. Accordingly,
 the provisions of Clause (viii) of paragraph 4 of Companies (Auditors''
 Report) Order, 2003 is not applicable to the Company.
 
 (x) 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, 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.
 
 As explained to us, the Company was not required to deposit any amounts
 with the Investor Education and Protection Fund.
 
 (b) There were no undisputed amounts payable in respect of Income-tax,
 Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory
 dues in arrears as at 31st March, 2011 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
 31st March, 2011 on account of disputes are given below :
 
                                                     (Rs. in Million)
 
 Statute         Nature of 
                 Dues        Forum where Dispute 
                             is pending            Period to  Amount
                                                   which the  involved 
                                                   amount 
                                                   relates
 
 The Income Tax 
 Act, 1961       Income Tax  Assessing Officer      2001-02      67.88
 
 The Income Tax 
 Act, 1961       Income Tax  High Court             2001-02     162.55
 
 The Income Tax 
 Act, 1961       Income Tax  Assessing Officer      2002-03       0.55
 
 The Income Tax 
 Act, 1961       Income Tax  High Court             2002-03     251.44
 
 The Income Tax 
 Act, 1961       Income Tax  Commissioner of 
                             Income Tax
                            (Appeals)               2002-03       1.97
 
 The Income Tax 
 Act, 1961       Income Tax  Assessing Officer      2003-04       0.14
 
 The Income Tax 
 Act, 1961       Income Tax  Income Tax Appellate 
                             Tribunal               2003-04      45.21
 
 The Income Tax 
 Act, 1961       Income Tax  Assessing Officer      2004-05      29.45
 
 The Income Tax 
 Act, 1961       Income Tax  Income Tax Appellate 
                             Tribunal               2005-06     262.58
 
 The Income Tax 
 Act, 1961       Income Tax  Income Tax Appellate 
                             Tribunal               2005-06       2.83
 
 The Income Tax 
 Act, 1961       Income Tax  Commissioner of 
                             Income Tax (Appeals)   2006-07     508.10
 
 The Income Tax 
 Act, 1961       Income Tax  Commissioner of 
                             Income Tax (Appeals)   2006-07      28.80
 
 The Income Tax 
 Act, 1961       Fringe 
                 Benefit Tax Commissioner of 
                             Income Tax (Appeals)   2005-06      10.25
 
 Karnataka VAT 
 Act, 2003       Sales Tax   Joint Commissioner 
                             of Commercial          2005-06 to    9.22
                             Taxes, Karnataka       2008-09
 
 Finance 
 Act, 1994      Service Tax  Commissioner of 
                             Service Tax            2003-04 to   12.86
                                                    2006-07
 
 Finance 
 Act, 1994      Service Tax  Commissioner of 
                             Service Tax            2004-05 to   86.60
                                                    2007-08
 
 (xi) 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 debenture holders. According to the information and
 explanations given to us, there are no dues payable to financial
 institutions.
 
 (xii) According to the information and explanations given to us, the
 Company has not granted any loans or advances on the basis of security
 by way of pledge of shares, debentures and other securities.
 
 (xiii) 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.
 
 (xiv) The Company has not availed any term loans during the year.
 
 (xv) 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, prima facie, not
 been used during the year for long- term investment.
 
 (xvi) According to the information and explanations given to us, the
 Company has not made preferential allotment of shares to parties and
 companies covered in the Register maintained under Section 301 of the
 Companies Act, 1956.
 
 (xvii) According to the information and explanations given to us, the
 Company has not issued any secured debentures during the period covered
 by our audit. Accordingly, the provisions of clause 4 (xix) of the
 Companies (Auditor''s Report) Order, 2003 are not applicable to the
 Company.
 
 (xviii) As informed to us, during the period covered by our audit
 report, the Company has not raised any money by public issues.
 
 (xix) To the best of our knowledge and according to the information and
 explanations given to us, no fraud by the Company and no fraud on the
 Company has been noticed or reported during the year.
 
   For Deloitte Haskins & Sells
 
                                                Chartered Accountants
 
                                            (Registration No. 117366W)
 
                                                      Hemant M. Joshi
 
                                                              Partner
 
 Mumbai, Dated : May 26, 2011                    (Membership No.38019)