We have audited the attached balance sheet of Wipro Limited (the
 Company) as at March 31, 2011, the Profit and loss account and the cash
 flow statement for the year ended on that date, annexed thereto. These
 fnancial statements are the responsibility of the Companys management.
 Our responsibility is to express an opinion on these fnancial
 statements based on our audit.
 
 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
 fnancial statements are free of material misstatement. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosures in the fnancial statements. An audit also includes
 assessing the accounting principles used and signifcant estimates made
 by management, as well as evaluating the overall fnancial statement
 presentation. We believe that our audit provides a reasonable basis for
 our opinion.
 
 1.  As required by the Companies (Auditors Report) Order, 2003, as
 amended (“the Order”), issued by the Central Government of India in
 terms of Section 227(4A) of the Companies Act, 1956 (“the Act”), we
 enclose in the Annexure a statement on the matters specifed in
 paragraphs 4 and 5 of the said Order.
 
 2.  Further to our comments in paragraph 1 above, we report that:
 
 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 appears from our examination of those
 books;
 
 c) the balance sheet, Profit and loss account and cash flow statement
 dealt with by this report are in agreement with the books of account;
 
 d) 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 ;
 
 e) on the basis of 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 disqualifed as at March 31, 2011
 from being appointed as a director in terms of clause (g) of
 sub-section (1) of Section 274 of the Act; and
 
 f) 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 Act, in the manner so required and give a true and fair
 view in conformity with the accounting principles generally accepted in
 India:
 
 1) in the case of the balance sheet, of the state of afairs of the
 Company as at March 31, 2011;
 
 2) in the case of the Profit and loss account, of the Profit of the
 Company for the year ended on that date; and
 
 3) in the case of the cash flow statement, of the cash flows of the
 Company for the year ended on that date.
 
 Annexure to the Auditors Report Annexure referred to in paragraph 1 of
 our report to the members of Wipro Limited (“the Company”) for the year
 ended March 31, 2011
 
 (i) (a) The Company has maintained proper records showing full
 particulars including quantitative details and situation of fixed
 assets.
 
 (b) The Company has a regular programme of physical verifcation of its
 fixed assets by which all fixed assets are verifed in a phased manner
 over a period of three years. In our opinion, this periodicity of
 physical verifcation is reasonable having regard to the size of the
 Company and the nature of its assets. As informed to us, no material
 discrepancies were noticed on such verifcation.
 
 (c) Fixed assets disposed of during the year were not substantial, and
 therefore, do not affect the going concern assumption.
 
 (ii) (a) The inventory (including stocks lying with third parties),
 except goods-in-transit, has been physically verifed by the management
 during the year. In our opinion, the frequency of such verifcation is
 reasonable.
 
 (b) The procedures for the physical verifcation 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) The Company is maintaining proper records of inventory. As informed
 to us, the discrepancies noticed on verifcation between the physical
 stocks and the book records were not material.
 
 (iii) (a) The Company has granted loans to wholly owned subsidiaries
 covered in the register maintained under Section 301 of the Companies
 Act, 1956 (“Act”). The maximum amount outstanding during the year and
 the year-end balance of such loans are as follows:
 
                                                   (Rs.in million)
  
 Name of the entity       Maximum amount        Year-end balance
                          outstanding during 
                          the year
 
 Wipro Cyprus Private 
 Limited                      1,577                     1,577
 
 Wipro Singapore Pte. 
 Limited                         22                        22
 
 Wipro Holdings (Mauritius) 
 Limited                          3                         3
 
 Wipro Inc                    2,007                     2,007
 
 (b) In our opinion, the rate of interest, where applicable and other
 terms and conditions on which loans have been granted to companies,
 frms or other parties covered in the register maintained under Section
 301 of the Act are not, prima facie, prejudicial to the interest of the
 Company.
 
 (c) The principal amounts and interest, where applicable, are being
 repaid regularly in accordance with the agreed contractual terms.
 Accordingly, paragraph 4(iii) (d) of the Order is not applicable to the
 Company.
 
 (d) The Company has not taken any loans, secured or unsecured, from
 companies, frms or other parties covered in the register maintained
 under Section 301 of the Act. Accordingly, paragraphs 4 (iii) (e) to
 (g) of the Order 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 with regard
 to purchase of inventories and fixed assets and with regard to sale of
 goods and services. We have not observed any major weakness in the
 internal control system during the course of the audit.
 
 (v) (a) In our opinion and according to the information and
 explanations given to us, the particulars of contracts or arrangements
 referred to in Section 301 of the Act have been entered in the register
 required to be maintained under that Section.
 
 (b) In our opinion and according to the information and explanations
 given to us, the transactions made in pursuance of contracts and
 arrangements referred to in (a) above and exceeding the value of Rs. 5
 lakh with each party during the year have been made at prices which are
 reasonable having regard to the prevailing market prices at the
 relevant time except for purchase of certain services which are for the
 Companys specialised requirements and similarly for sale of certain
 goods and services for the specialised requirements of the buyers and
 for which suitable alternative sources are not available to obtain
 comparable quotations. However, on the basis of information and
 explanations provided, the same appear reasonable.
 
 (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 prescribed by the Central Government of
 India for maintenance of cost records under section 209(1)(d) of the
 Act, in respect of vanaspati, toilet soaps, lighting products and mini
 computers/microprocessor based system and data communication system and
 are of the opinion that, prima facie, the prescribed accounts and
 records have been made and maintained. However, we have not made a
 detailed examination of the records.
 
 (ix) (a) According to the information and explanations given to us and
 on the basis of our examination of the records of the Company, amounts
 deducted/accrued in the books of account in respect of undisputed
 statutory dues including Provident Fund, Service tax, Employees State
 Insurance, Income-tax, Sales-tax, Wealth tax, Customs duty, Excise
 duty, Investor Education and Protection Fund and other material
 statutory dues have been generally regularly deposited during the year
 by the Company with the appropriate authorities.
 
 There are no dues on account of Cess under Section 441A of the Act
 since the date from which the aforesaid Section comes into force has
 not yet been notifed by the Central Government of India.
 
 According to the information and explanations given to us, no
 undisputed amounts payable in respect of Income-tax, Sales-tax, Wealth
 tax, Service tax, Customs duty, Excise duty and other material
 statutory dues were in arrears as at March 31, 2011 for a period of
 more than six months from the date they became payable.
 
 (b) According to the information and explanation given to us, the
 following dues of Income tax, Excise duty, Customs duty, Sales tax and
 Service tax have not been deposited by the Company on account of
 disputes:
 
 Name of the Statute     Nature of the dues               Amount
                                                          unpaid *
                                                          (Rs. mn)
 
 Income Tax Act, 1961   Income tax and interest            3,235
                        demanded
 
 The Central Excise 
 Act, 1944              Excise duty demanded                  47
 
 Customs Act, 1962      Customs duty, interest and           579
                        penalty demanded
 
 Customs Act, 1962      Customs duty demanded                 44
 
 State Sales Tax/VAT 
 and CST (pertaining to Sales tax, interest and penalty    1,128
 various states)        demanded
 
 State Sales Tax/VAT 
 and CST (pertaining 
 to Kerala              Sales tax and penalty demanded        25
 and Karnataka)
 
 Entry Tax (Karnataka)  Entry tax demanded                     6
 
 Finance Act, 1994 - 
 Service tax            Service tax and interest             520
                        demanded
 
 
 
 Name of the Statue       Period to which      Forum where dispute is
                       the amount relates              pending
                        (Assessment year)
 
 Income Tax Act, 1961       2006-2007          Income tax Appellate 
                                               Tribunal
 
 The Central Excise 
 Act, 1944            1997-98 to 2008-09       Appellate Authority /
                                               CESTAT
 
 Customs Act, 1962    1991-92 to 2008-09       Appellate Authority 
                                               /CESTAT
 
 Customs Act, 1962    1990-98 and 2005-06      Supreme court / High 
                                               court
 
 State Sales Tax/VAT and 
 CST (pertaining to
 various states)      1986-87 to 2009-10       Appellate Authority/
                                               Appellate
                                               Tribunal
 
 State Sales Tax/VAT and 
 CST (pertaining to Kerala
 and Karnataka)       1999-00 to 2006-07       Supreme court / High
                                               court
 
 Entry Tax (Karnataka)    2005-09              Appellate Tribunal
 
 Finance Act, 1994 -
 Service tax          2001-02 to 2008-09       Appellate Authority /
                                               CESTAT
 
 *The amounts paid under protest have been reduced from the amounts
 demanded in arriving at the aforesaid disclosure.
 
 (x) The Company does not have any accumulated losses at the end of the
 fnancial year and has not incurred cash losses during the fnancial year
 and in the immediately preceding fnancial year.
 
 (xi) In our opinion and according to the information and explanations
 given to us, the Company has not defaulted in repayment of dues to its
 bankers or to any fnancial institutions. The Company did not have any
 outstanding debentures during the year.
 
 (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.
 
 (xiii) In our opinion and according to the information and explanations
 given to us, the Company is not a chit fund / nidhi / mutual beneft
 fund/ society.
 
 (xiv) According to the information and explanations given to us, the
 Company is not dealing or trading in shares, securities, debentures and
 other investments.
 
 (xv) In our opinion and according to the information and explanations
 given to us, the terms and conditions on which the Company has given
 guarantees for loans taken by others from banks or fnancial
 institutions are not prejudicial to the interest of the Company.
 
 (xvi) In our opinion and according to the information and explanations
 given to us, the term loans taken by the Company have been applied for
 the purposes for which they were raised.
 
 (xvii) According to the information and explanations given to us and on
 an overall examination of the balance sheet of the Company, we are of
 the opinion that the funds raised on short-term basis have not been
 used for long-term investment.
 
 (xviii) The Company has not made any preferential allotment of shares
 to companies/frms/parties covered in the register maintained under
 Section 301 of the Act.
 
 (xix) The Company did not have any outstanding debentures during the
 year.
 
 (xx) The Company has not raised any money by public issues 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 BSR & Co.
 
 Chartered Accountants
 
 Firm Registration No: 101248W
 
 Natrajh Ramakrishna
 
 Partner
 
 Membership No. 032815
 
 Bangalore
 April 27, 2011