1.  We have audited the attached Balance Sheet of ULTRATECH CEMENT
 LIMITED (the Company) as at March 31, 2011, the Profit and Loss
 Account and the Cash Flow Statement of the Company for the year ended
 on that date, both annexed thereto, in which are incorporated the
 Returns from the Jafrabad, Magdalla and Ratnagiri branches (three
 branches) audited by the branch auditors. 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 and proper returns adequate for the purposes of our audit
 have been received from the three branches audited by the branch
 auditors;
 
 (iii) the reports on the accounts of the Jafrabad, Magdalla and
 Ratnagiri branches audited by the branch auditors have been forwarded
 to us and nave been dealt with by us in preparing this report;
 
 (iv) 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 and the audited branch Returns;
 
 (v) 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;
 
 (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 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, 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.
 
 5. On the basis of the written representations received from the
 Directors as on March 31, 2011 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 Section
 274(1 Kg) 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 (x) regarding cash loss incurred by the Company, (xiii)
 regarding chit fund, nidhi/ mutual benefit fund/ societies and (xiv)
 regarding dealing or trading in shares, securities, debentures and
 other investments of paragraph 4 of the Order 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 fixed assets.
 
 b.  Some of the fixed assets were physically verified during the year
 by the Management in accordance with a program of verification in terms
 of which all the fixed assets are physically verified over a period of
 three years, which in our opinion, is reasonable having regard to the
 size of the Company and nature of its fixed assets. According to the
 information and explanations 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 inventories:
 
 a.  As explained to us, inventories were physically verified during the
 year by the Management at reasonable intervals. In respect of inventory
 lying with third parties, confirmations have been obtained from those
 parties.
 
 b.  In our opinion and according to the information and explanations
 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) According to the information and explanations given to us, 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 during the
 year.
 
 (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 the 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 weaknesses in such internal control system.
 
 (vi) To the best of our knowledge and belief and according to the
 information and explanations given to us, there were no contracts or
 arrangements, particulars of which needed to be entered in the Register
 maintained under Section 301 of the Companies Act, 1956.
 
 (vii) According to the information and explanations given to us, the
 Company has not accepted any deposit from the public in terms of the
 provisions of Sections 58A and 58AA or any other relevant provisions of
 the Companies Act, 1956.
 
 (viii) In our opinion, the Company has an adequate internal audit
 system commensurate with the size of the Company and the nature of it''s
 business.
 
 (ix) 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 the manufacture of cement and are of the
 opinion that prima facie the prescribed accounts and records have been
 made and maintained.  We have, however, not made a detailed examination
 of the records with a view to determine whether they are accurate or
 complete. To the best of our knowledge and according to the information
 and explanations given to us, the Central Government has not prescribed
 the maintenance of cost records for any other product of 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
 statutory dues, including Provident Fund, Investor Education and
 Protection Fund, Employees'' State Insurance, Income-Tax, Sales-Tax,
 Value Added Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty,
 Cess and other material statutory dues applicable to it with the
 appropriate authorities during the year.
 
 b.  There were no undisputed amounts payable in respect of Income-tax,
 Sales Tax, Value Added Tax, Wealth Tax, Custom Duty, Excise Duty, Cess
 and other material statutory dues in arrears as at March 31, 2011 for a
 period of more than six months from the date they became payable.
 
 c.  Details of dues of Income Tax, Sales Tax, Value Added Tax, Wealth
 Tax, Service Tax, Customs Duty, Excise Duty and Cess which have not
 been deposited as on March 31, 2011 on account of disputes are given
 below:
 
 Name of statute  Nature of       Forum where      Period to 
                                                     which       Amount
                  the dues        dispute          the amount 
                                                   relates
                                  is pending      (Assessment 
                                                     Years)     (Rs. in 
                                                                Crores)
 
 Sales Tax Act/   Sales Tax and   Supreme Court    1999-2000      23.11
 Value Added      interest                         2000-2006
 Tax Act
 
                                  High Court       1994-1999      74.20
                                                   2000-2004
                                                   2005-2006
                                                   2005-2007
 
                                  Tribunal(s)      1988-1996      44.69
                                                   1999-2002
                                                   2002-2004
                                                   2005-2008
 
                                  Appellate 
                                  Authorities      1985-1990      42.40
                                                   1992-1998
                                                   1997-2006
                                                   2006-2009
                                                   2009-2010
                                                   2010-2011
 
                                  Assessing 
                                  Officers         1990-1998       2.06
                                                   2000-2009
                                                   2009-2011
        
 Central Excise   Excise Duty,    Supreme Court    1995-1999       9.20
 Act              penalty and                      1999-2000
                  interest                         2001-2002
                                                   2002-2004
                                                   2007-2008
 
                                  High Court       1998-1999      25.94
                                                   2000-2003
                                                   2004-2005
 
                                  Tribunal(s)      1995-1996      70.22
                                                   1996-1997
                                                   2003-2005
                                                   2005-2010
 
                                  Appellate 
                                  Authorities      1991-2010      12.65
                                                   2010-2011
 
                                  Assessing 
                                  Officers         2005-2011       0.41
 
 Service Tax Act  Service Tax     High Court       2006-2008       0.06
 
                                  Tribunal(s)      1997-2009      38.62
                                                   2009-2010
                                                   2010-2011
 
                                  Appellate 
                                  Authorities      2005-2008       2.58
                                                   2008-2010
                                                   2010-2011
 
                                  Assessing 
                                  Officers         2006-2007       9.05
                                                   2007-2010
 
 Customs Act      Custom Duty     Supreme Court    2001-2002       0.11
                  and penalty
                                  High Court       2002-2005      15.18
                                                   2005-2006
                                  Tribunal(s)      2006-2010       2.73
 
                                  Appellate 
                                  Authorities      2003-2007       0.04
 
 Cess(Excluding                   Supreme Court    2001-2011      24.87
 Education Cess)
                                  High Court       2005-2011      46.88
 
                                  Others           2006-2011       3.28
 
 Income Tax Act   Income Tax      High Court       2001-2006       0.47
 
                                  Assessing 
                                  Officer          2005-2006       0.09
 
 (xi) In our opinion and according to the information and explanations
 given to us, and based on the records of the Company, the Company has
 not defaulted in the repayment of dues to banks, financial institutions
 and debenture holders.
 
 (xii) In our opinion and according to the information and explanations
 given to us, the Company has not granted any loans and advances on the
 basis of security by way of pledge of shares, debentures and other
 securities.
 
 (xiii) In our opinion and according to the information and explanations
 given to us, the Company has given guarantees for loans taken by
 subsidiaries from banks or financial institutions. The terms and
 conditions of which are not prejudicial to the interest of the Company.
 
 (xiv) To the best of our knowledge and belief and according to the
 information and explanations given to us, in our opinion, the term
 loans availed by the Company were, applied by the Company during the
 year for the purposes for which they were obtained, other than
 temporary deployment pending application.
 
 (xv) According to the information and explanations given to us, and on
 an overall examination of the Balance Sheet of the Company, funds
 raised on short-term basis have not been used during the year for
 long-term investment.
 
 (xvi) According to the information and explanations given to us and the
 records examined by us, during the year, 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 and
 the records examined by us, during the period covered by our audit
 report, the Company has not issued any debentures.
 
 (xviii) During the year, the Company has not raised money by issue of
 shares to public.
 
 (xix) During the course of our examination of the books and records of
 the company, carried out in accordance with the generally accepted
 auditing practices in India, and according to the information and
 explanation given to us, we have neither come across any instance of
 fraud on or by the company, noticed or reported during the year nor
 have we been informed of such case by the management.
 
 For DELOITTE HASKINS & SELLS             For G. P. KAPADIA & Co.
 
 Chartered Accountants                    Chartered Accountants
 
 (Registration No.117366W)                (Registration No.104768W)
 
 B. P. Shroff                              Atul B. Desai
 
 Partner                                   Partner
 
 (Membership No. 34382)                   (Membership No. 30850)
 
 Mumbai, April 26, 2011