1.  We have audited the attached Balance Sheet of Unitech Limited (the
 ''Company'') as at 31st March 2011, the Profit and Loss Account and also
 the Cash Flow Statement for the year ended on that date annexed
 thereto, in which are incorporated the unaudited returns of Libya
 Branch (the ''Branch'') (refer Note No. 2 of Schedule 16). 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 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 (Auditor''s Report) Order, 2003 (''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 except in respect of the Branch.
 
 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 and proper unaudited returns received by us from the Branch
 not visited by us.
 
 (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 and with the unaudited returns from the branch.
 
 (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 31st March, 2011 and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 31st March, 2011 from being appointed as a director in terms of clause
 (g) of sub-section (1) of Section 274 of the Act.
 
 (vi) Without qualifying our opinion, we draw attention to (a) Note No.
 2 of Schedule 16 regarding the Branch and consequential loss thereof,
 if any; (b) Note No. 15 of Schedule 16 regarding advances against
 projects pending commencement, though unsecured and unconfirmed, are
 considered good by the management and we have relied on management
 contention; (c) Note No. 16 of Schedule 16 regarding Advances
 recoverable, though unsecured and unconfirmed, are considered good by
 the management and we have relied on management contention.
 
 (vii) In our opinion and to the best of our information and according
 to the explanations given to us, the said financial statements together
 with the notes thereon and schedules 1 to 16, 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 31st March, 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 for the
 year ended on that date.
 
 ANNEXURE TO THE AUDITORS'' REPORT
 (Referred to in Paragraph 3 of the Auditors'' Report of even date to the
 members of Unitech Limited on the financial statements for the year
 ended 31st March, 2011)
 
 In terms of information and explanations given to us and the books and
 records examined by us, we report that:
 
 (i) 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.  The fixed assets are physically verified by the management
 according to a phased programme designed to cover all the items over a
 period of three years which in our opinion is reasonable having regard
 to the size of the Company and the nature of its assets. Pursuant to
 this programme, certain fixed assets were physically verified by the
 management during the year and no material discrepancies were noticed
 on such verification.
 
 c.  Fixed Assets disposed off during the year were not substantial and
 therefore, do not affect the going concern assumption.
 
 (ii) In respect of its inventories:
 
 a.  The inventories also include Project in Progress. The procedures of
 physical verification of the above in phased manner followed by the
 management are reasonable and adequate in relation to the size of the
 Company and the nature of its business.
 
 b.  The procedures of physical verification of inventories followed by
 the management are reasonable and adequate in relation to the size of
 the company and the nature of its business.
 
 c. In our opinion, the Company is maintaining proper records of
 inventory. The discrepancies noticed on physical verification of
 inventory as compared to the book records were not material.
 
 (iii) The Company has not granted any loans secured or unsecured to
 companies, firms or the other parties covered in the register
 maintained under section 301 of the Act. Therefore, the provisions of
 paragraph 4(iii)(b), (c) & (d) are not applicable. During the year the
 Company has taken unsecured loan from one company covered in the
 register maintained under section 301 of the Companies Act, 1956. The
 maximum amount involved during the year was Rs.  259.75 Crores and the
 year end balance of loan taken was Rs.  10.60 Crores. In our opinion,
 the rate of interest and other terms and conditions on which loans have
 been taken from company, listed in the register maintained under
 section 301 of the Companies Act, 1956 are not prima facie, prejudicial
 to the interest of the Company. Further, the company is regular in
 repaying the principal amounts as stipulated and has been regular in
 the payment of interest.
 
 (iv) In our opinion and according to the information and explanations
 given to us, there are adequate internal control procedures
 commensurate with the size of the company and nature of its business
 with regard to purchases of inventory, fixed assets and with regard to
 the sale of goods and services. During the course of our audit, we have
 not observed any continuing failure to correct major weaknesses in
 internal control system of the company.
 
 (v) a. According to the information and explanations given to us, we
 are of the opinion that the particulars of all contracts or
 arrangements that need to be entered into the register maintained under
 Section 301 of the Act, have been so entered.
 
 b. In our opinion and according to the information and explanations
 given to us, the transactions made in pursuance of contracts or
 arrangements entered in the register maintained under section 301 of
 the Act, and exceeding the value of Rs. 5 lakhs in respect of any party
 during the year have been made at prices which are reasonable having
 regard to prevailing market prices at the relevant time.
 
 (vi) In our opinion and according to the information and explanations
 given to us, the Company has generally complied with the provisions of
 Sections 58A & 58AA and other relevant provisions of the Act and the
 Companies (Acceptance of Deposits) Rules, 1975 with regard to the
 deposits accepted from the public. No order has been passed by the
 Company Law Board or National Company Law Tribunal or Reserve Bank of
 India or any Court or any other Tribunal, on the Company in respect of
 deposits accepted.
 
 (vii) The Company has an internal audit system commensurate with the
 size and nature of its business.
 
 (viii) We are informed that the Central Government has not prescribed
 the maintenance of cost records for any of the Company''s products under
 Section 209(I)(d) of the Act.  Accordingly paragraph 4 (viii) of the
 order is not applicable.
 
 (ix) In respect of statutory dues:
 
 According to the information and explanations given to us in respect of
 statutory dues:
 
 a. The Company is generally regular in depositing undisputed statutory
 dues, wherever applicable with appropriate authorities during the year.
 
 b. No undisputed amounts payable in respect of income tax, wealth tax,
 service tax, sales tax and cess were in arrears, as at 31.03.2011 for a
 period of more than six months from the date they became payable.
 
 c. The following dues have not been deposited by the company on account
 of disputes, since the appeals are pending before the relevant
 authorities.
 
 Name of the    Nature of dues       Financial   Amount  Forum where
 Statute                           Year/Period  (Rs. in 
                                                 Crores) dispute is 
                                                         pending
 
 Income Tax     Income Tax         Assessment     0.74   Commissioner of
 Act, 1961      Matter under       Year 2005-06          Income Tax
                                                         (Appeals)
                dispute
 
 Service Tax    Service Tax       01-12-2005 to   0.86   Commissioner, 
                                                         Central
 Act, 1994      Demand            31-07-2007             Excise(Adj.) 
                                                         New Delhi
                                                         and Hon''ble
                                                         Delhi High
                                                         Court, Delhi
 
 Total                                            1.60
 
 (x) 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.
 
 (xi) On the basis of audit procedures performed by us and according to
 the information, explanation and representations given to us by the
 management, the Company had delayed in certain repayments of dues
 (including interest) to banks and financial institutions.  The delayed
 principal amount and the interest aggregated to Rs.  141.37 crores and
 Rs. 29.39 Crores respectively and delays range from 1 day to 106 days.
 
 (xii) The Company has not granted any loans and advances on the basis
 of security by way of pledge of shares, debentures and other
 securities.  Accordingly Paragraph 4 (xii) of the order is not
 applicable.
 
 (xiii) In our opinion, the company is not a Chit Fund or a Nidhi /
 Mutual Benefit Fund / Society. Accordingly, paragraph 4 (xiii) of the
 Order, is not applicable.
 
 (xiv) The company is not dealing in or trading in shares, securities,
 debentures and other investments.  Accordingly, paragraph 4 (xiv) of
 the Order is not applicable.
 
 (xv) The Company has given corporate guarantees amounting to Rs.
 1281.36 Crores for loans taken by its subsidiaries and associates from
 banks and financial institutions.  The terms and other conditions, in
 our opinion, are not prima facie prejudicial to the interest of the
 company.
 
 (xvi) According to the information and explanations given to us and
 records examined by us, the term loans have generally been applied for
 the purpose for which they were raised.
 
 (xvii) According to the information and explanations given to us and on
 an overall examination of Balance Sheet of the Company, we report that
 no funds raised on short term basis have been used for long term
 investment. No long term funds have been used to finance short term
 assets.
 
 (xviii) During the year, 177,500,000 Warrants were converted into equal
 number of equity shares of Rs. 2/- each at a premium of Rs. 48.75 per
 share in compliance with the SEBI (Issue of Capital and Disclosure)
 Regulations, 2009 which resulted in increase in the paid-up capital of
 the Company by Rs. 35.50 Crores.  Hence, at the end of the year, the
 Company had no warrants outstanding for conversion.
 
 (xix) According to information and explanations given to us, during the
 year covered by our audit report, the company has not issued any
 debentures.
 
 (xx) The company has not raised any money by way of Public Issue during
 the year.
 
 (xxi) According to the information and explanations given to us, no
 fraud on or by the company has been noticed or reported during the
 course of our audit.
 
 For Goel Garg & Co.,
 
 Chartered Accountants
 
 FRN : 000397N
 
 (J. L. GARG)
 
 Partner
 
 Membership Number: 5406
 
 Place: New Delhi
 
 Dated: 29th May, 2011