HCL TECH Auditors Report

We have audited the accompanying Standalone Financial Statements of HCL
Technologies Limited ("the Company"), which comprise the Balance Sheet
as at March 31, 2016, the Statement of Profit and Loss and Cash Flow
Statement for the financial year (nine months period - July 1, 2015 to
March 31, 2016) then ended, and a summary of significant accounting
policies and other explanatory information.

Management''''s Responsibility for the Financial Statements

The Company''''s Board of Directors is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 ("the Act") with respect
to the preparation of these Standalone Financial Statements that give a
true and fair view of the financial position, financial performance and
cash flows of the Company in accordance with accounting principles
generally accepted in India, including the Accounting Standards
specified under section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014. This responsibility also includes
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of the Company and
for preventing and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and the design,
implementation and maintenance of adequate internal financial control
that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and
presentation of the financial statements that give a true and fair view
and are free from material misstatement, whether due to fraud or error.

Auditor''''s Responsibility

Our responsibility is to express an opinion on these Standalone
Financial Statements based on our audit. We have taken into account the
provisions of the Act, the accounting and auditing standards and
matters which are required to be included in the audit report under the
provisions of the Act and the Rules made thereunder. We conducted our
audit in accordance with the Standards on Auditing, issued by the
Institute of Chartered Accountants of India, as specified under Section
143(10) of the Act. Those Standards require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free from material
misstatement.

An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor''''s judgment, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal financial control relevant to the Company''''s
preparation of the financial statements that give a true and fair view
in order to design audit procedures that are appropriate in the
circumstances. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of the accounting
estimates made by the Company''''s Directors, as well as evaluating the
overall presentation of the financial statements. We believe that the
audit evidence we have obtained is sufficient and appropriate to
provide a basis for our audit opinion on the Standalone Financial
Statements.

Opinion

In our opinion and to the best of our information and according to the
explanations given to us, the Standalone Financial Statements 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 of the state of affairs of the Company as
at March 31, 2016, its profit, and its cash flows for the financial
year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''''s report) Order, 2016 ("the
Order") issued by the Central Government of India in terms of
sub-section (11) of section 143 of the Act, we give in the Annexure 1 a
statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purpose 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, Statement of Profit and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account;

(d) In our opinion, the aforesaid standalone financial statements
comply with the Accounting Standards specified under section 133 of the
Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) On the basis of written representations received from the Directors
as on March 31, 2016, and taken on record by the Board of Directors,
none of the Directors is disqualified as on March 31, 2016, from being
appointed as a Director in terms of section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controls
over financial reporting of the Company and the operating effectiveness
of such controls, refer to our separate report in "Annexure 2" to this
report;

(g) With respect to the other matters to be included in the Auditor''''s
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its
financial position in its financial statements as of March 31, 2016;

ii. The Company has made provision, as required under the applicable
law or accounting standards, for material foreseeable losses, if any,
on long-term contracts including derivative contracts as of March 31,
2016;

iii. There has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
Company.

(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.

(b) All fixed assets were physically verified by the management in
accordance with a planned programme of verifying them in phased manner
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.
No material discrepancies were noticed on such verification conducted
during the financial year.

(c) Based on our audit procedures performed for the purpose of
reporting the true and fair view of the financial statements and
according to information and explanations given by the management, the
title deeds of immovable properties are held in the name of the
company.

(ii) The management has conducted physical verification of inventory at
reasonable intervals during the financial year and no material
discrepancies were noticed on such physical verification.

(iii) According to the information and explanations given to us, the
Company has not granted any loans, secured or unsecured to companies,
firms, Limited Liability Partnerships or other parties covered in the
register maintained under section 189 of the Companies Act, 2013.
Accordingly, the provisions of clause 3(iii)(a), (b) and (c) of the
Order are not applicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanations
given to us, the Company has not advanced loans to directors / to a
company in which the Director is interested to which provisions of
section 185 of the Companies Act, 2013 apply and hence not commented
upon. In our opinion and according to the information and explanations
given to us, provisions of section 185 and 186 of the Companies Act
2013 in respect investments made and, guarantees given have been
complied with by the company.

(v) The Company has not accepted any deposits from the public.

(vi) To the best of our knowledge and as explained, the Central
Government has not specified the maintenance of cost records under
clause 148(1) of the Companies Act, 2013, for the products/services of
the Company.

(vii) (a) Undisputed statutory dues including provident fund,
employees'''' state insurance, income-tax, sales-tax, service tax, duty of
custom, duty of excise, value added tax, cess and other material
statutory dues have generally been regularly deposited with the
appropriate authorities though there has been a slight delay in a few
cases.

(b) According to the information and explanations given to us, no
undisputed amounts payable in respect of provident fund, employees''''
state insurance, income-tax, service tax, sales-tax, duty of custom,
duty of excise, value added tax, cess and other material statutory dues
were outstanding, at the year end, for a period of more than six months
from the date they became payable.

(c) According to the records of the Company, the dues outstanding of
income-tax, sales-tax, service tax, duty of custom, duty of excise and
value added tax on account of any dispute, are as follows:

Name of Nature of Amount Period to Forum where
the Statute Dues (Rs.) which the dispute is
amount pending
relates

Income Tax Income Tax 47,920 2011-12 Commissioner
Act, 1961# of Income Tax
(Appeals)

Income Income Tax 25,126,272 2010-11 Income Tax
Tax Act, 1961 Appellate
Tribunal

Income Tax Income Tax 15,730,230 2010-11 Commissioner
Act, 1961# of Income Tax
(Appeals)

Income Tax Income Tax 131,323,113 2009-10 Commissioner
Act, 1961# of Income Tax
(Appeals)

Income Tax Income Tax 355,749,760 2009-10 Income Tax
Act, 1961 Appellate
Tribunal

Income Tax Income Tax 2,095,846 2008-09 Commissioner
Act, 1961# of Income Tax
(Appeals)

Income Tax Income Tax 402,841,530 2008-09 Income Tax
Act, 1961 Appellate
Tribunal

Income Tax Income Tax 2,958,374 2008-09 Commissioner
Act, 1961 of Income Tax
(Appeals)

Income Tax Income Tax 1,909,207,468 2006-07 Income Tax
Act, 1961 Appellate
Tribunal

Income Tax Income Tax 93,002,545 2005-06 Income Tax
Act, 1961# Appellate
Tribunal

Income Tax Income Tax 1,669,402,243 2005-06 Income Tax
Act, 1961 Appellate
Tribunal

Income Tax Income Tax 681,495 2004-05 Income Tax
Act, 1961# Appellate
Tribunal

Income Tax Income Tax 149,077,352 2004-05 Commissioner
Act, 1961 of Income Tax
(Appeals)

Income Tax Income Tax 10,326,000 2004-05 Income Tax
Act, 1961 Appellate
Tribunal

Income Tax Income Tax 139,044,529 2004-05 Income Tax
Act, 1961
Appellate
Tribunal

Income Tax Income Tax 15,398,052 2004-05 Income Tax
Act, 1961 Appellate
Tribunal

Income Tax Income Tax 62,522,590 2004-05 Delhi High
Court
Act, 1961*

Income Tax Income Tax 1,864,476 2004-05 Commissioner
Act, 1961 of Income Tax
(Appeals)

Income Tax Income Tax 24,739,773 2003-04 Commissioner
Act, 1961 of Income Tax
(Appeals)

Income Tax Income Tax 136,945 2003-04 Commissioner
Act, 1961# of Income Tax
(Appeals)

Income Tax Income Tax 18,585,000 2003-04 Delhi High
Court
Act, 1961

Income Tax Income Tax 77,905,852 2003-04 Delhi High
Court
Act, 1961*

Income Tax Income Tax 460,381,404 2003-04 Supreme Court
Act, 1961

Income Tax Income Tax 24,403,221 2003-04 Delhi High
Court
Act, 1961*

Name of Nature of Amount Period to Forum where
the Statute Dues (Rs.) which the dispute is
amount pending
relates

Income Tax Income Tax 220,755,862 2002-03 Delhi High
Court
Act, 1961*

Income Tax Income Tax 1,770,000 2002-03 Delhi High
Court
Act, 1961

Income Tax Income Tax 115,439,700 2002-03 Income Tax
Act, 1961 Appellate
Tribunal

Income Tax Income Tax 14,789,871 2002-03 Supreme Court
Act, 1961 of India

Income Tax Income Tax 77,203,046 2001-02 Income Tax
Act, 1961 Appellate
Tribunal

Income Tax Income Tax 69,238,607 2001-02 Supreme Court
Act, 1961 of India

Income Tax Income Tax 3,010,000 2000-01 Delhi High
Court
Act, 1961

Finance Act Service Tax 1,398,389 2006-11 Customs,
Excise,
1994, read
with Service Tax
Service Tax Appellant
Tribunal,
Rules, 1994 New Delhi

Finance Act Service Tax 506,193 2009-10 Customs,
Excise,
1994, read
with Service Tax
Service Tax Appellant
Tribunal,
Rules, 1994 New Delhi

Finance Act Service Tax 26,353,282 2006-07 Commissioner
1994, read
with Appeals,
Central
Service Tax Excise, Noida
Rules, 1994

Finance Act Service Tax 9,999,021 2006-07 Customs,
Excise,
1994, read
with Service Tax
Service Tax Appellant
Tribunal,
Rules, 1994 New Delhi

Central
Excise Excise Duty 15,388,874 2011-12 Commissioner
Act 1944 Appeals,
Central
Excise, Chennai

Customs Act, Custom Duty 5,972,497 2005-06 Customs,
Excise,
1962 Service Tax

Appellant
Tribunal,
Bangalore

Customs Act, Custom Duty 2,717,465 2006-07 Common
1962 Adjudicating
Authority
(Directorate
of Revenue
Intelligence)

* In these cases tax demand may arise only if the matter currently
subjudice before Honorable Delhi High Court is decided against the
Company.

# Pursuant to scheme for demerger of IT enabled business of HCL Comnet
Systems & Services Limited in FY 2012 - 13.

(viii) Based on our audit procedures performed for the purpose of
reporting the true and fair view of the financial statements and
according to information and explanations given by the management, we
are of the opinion that the Company has not defaulted in repayment of
dues to a financial institution, bank or debenture holders or
government.

(ix) Based on our audit procedures performed for the purpose of
reporting the true and fair view of the financial statements and
according to the information and explanations given by the management
and on an overall examination of the balance sheet, we report that
monies raised by way of term loans were applied for the purposes for
which those were raised. The Company has not raised any money by way of
initial public offer / further public offer or any debt instrument
during the financial year.

(x) Based upon the audit procedures performed for the purpose of
reporting the true and fair view of the financial statements and
according to the information and explanations given by the management,
we report that no fraud by the company or no material fraud r by the
officers and employees of the Company has been noticed or reported
during the financial year.

(xi) Based on our audit procedures performed for the purpose of
reporting the true and fair view of the financial statements and
according to the information and explanations given by the management,
we report that the managerial remuneration has been paid / provided in
accordance with the requisite approvals mandated by the provisions of
section 197 read with Schedule V to the Companies Act, 2013.

(xii) In our opinion, the Company is not a nidhi company. Therefore,
the provisions of clause 3(xii) of the order are not applicable to the
Company and hence not commented upon.

(xiii) Based on our audit procedures performed for the purpose of
reporting the true and fair view of the financial statements and
according to the information and explanations given by the management,
transactions with the related parties are in compliance with section
177 and 188 of Companies Act, 2013 where applicable and the details
have been disclosed in the notes to the financial statements, as
required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and on
an overall examination of the balance sheet, the company has not made
any preferential allotment or private placement of shares or fully or
partly convertible debentures during the financial year under review
and hence not commented upon.

(xv) Based on our audit procedures performed for the purpose of
reporting the true and fair view of the financial statements and
according to the information and explanations given by the management,
the Company has not entered into any non-cash transactions with
directors or persons connected with him.

(xvi) According to the information and explanations given to us, the
provisions of section 45-IA of the Reserve Bank of India Act, 1934 are
not applicable to the Company.

For S.R. BATLIBOI & CO. LLP

Chartered Accountants

ICAI Firm registration number: 301003E


per Tridibes Basu

Partner

Membership Number: 17401


Place of Signature: Gurgaon, India

Date: April 28, 2016

We have audited the accompanying Standalone Financial Statements of HCL
Technologies Limited ("the Company"), which comprise the Balance Sheet
as at June 30, 2015, the Statement of Profit and Loss and Cash Flow
Statement for the year then ended, and a summary of significant
accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 ("the Act") with respect
to the preparation of these Standalone Financial Statements that give a
true and fair view of the financial position, financial performance and
cash flows of the Company in accordance with accounting principles
generally accepted in India, including the Accounting Standards
specified under section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014. This responsibility also includes
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of the Company and
for preventing and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and the design,
implementation and maintenance of adequate internal financial control
that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and
presentation of the financial statements that give a true and fair view
and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these Standalone
Financial Statements based on our audit. We have taken into account the
provisions of the Act, the accounting and auditing standards and
matters which are required to be included in the audit report under the
provisions of the Act and the Rules made there under. We conducted our
audit in accordance with the Standards on Auditing, issued by the
Institute of Chartered Accountants of India, as specified under Section
143(10) of the Act. Those Standards require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free from material
misstatement.

An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor''s judgment, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal financial control relevant to the Company''s
preparation of the financial statements that give a true and fair view
in order to design audit procedures that are appropriate in the
circumstances,but not for the purpose of expressing an opinion on
whether the Company has in place an adequate internal financial
controls system over financial reporting and the effectiveness of such
controls. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of the accounting
estimates made by the Company''s Directors, as well as evaluating the
overall presentation of the financial statements. We believe that the
audit evidence we have obtained is sufficient and appropriate to
provide a basis for our audit opinion on the Standalone Financial
Statements.

Opinion

In our opinion and to the best of our information and according to the
explanations given to us, the Standalone Financial Statements 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 of the state of affairs of the Company as
at June 30, 2015, its profit, and its cash flows for the year ended on
that date.

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditor''s report) Order, 2015 ("the
Order") issued by the Central Government of India in terms of
sub-section (11) of section 143 of the Act, we give in the Annexure 1 a
statement on the matters specified in paragraphs 3 and 4 of the Order.

2 As required by section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purpose 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, Statement of Profit and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account;

(d) In our opinion, the aforesaid Standalone Financial Statements
comply with the Accounting Standards specified under section 133 of the
Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) On the basis of written representations received from the directors
as on June 30, 2015, and taken on record by the Board of Directors,
none of the directors is disqualified as on June 30, 2015, from being
appointed as a director in terms of section 164 (2) of the Act;

(f) With respect to the other matters to be included in the Auditor''s
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its
financial position in its financial statements as of June 30, 2015;

ii. The Company has made provision, as required under the applicable
law or accounting standards, for material foreseeable losses, if any,
on long-term contracts including derivative contracts as of June 30,
2015;

iii. There has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
Company.

Annexure referred to in paragraph 1 of the section on "Report on Other
Legal and Regulatory Requirements" of our report of even date Re: HCL
Technologies Limited (the Company)

(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.

(b) All fixed assets were physically verified by the management in
accordance with a planned programme of verifying them in phased manner
over the period of three years which, in our opinion, is reasonable
having regard to the size of the Company and the nature of its assets.
No material discrepancies were noticed on such verification.

(ii) (a) The management has conducted physical verification of
inventory at reasonable intervals during the year.

(b) The procedures of physical verification of inventory 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 and no
material discrepancies were noticed on physical verification.

(iii) According to the information and explanations given to us, the
Company has not granted any loans, secured or unsecured to companies,
firms or other parties covered in the register maintained under section
189 of the Companies Act, 2013. Accordingly, the provisions of clause
3(iii) (a) and (b) of the Order are not applicable to the Company and
hence not commented upon.

(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, for the
purchase of inventory and fixed assets and for the sale of goods and
services. During the course of our audit, we have not observed any
major weakness or continuing failure to correct any major weakness in
the internal control system of the company in respect of these areas.

(v) The Company has not accepted any deposits from the public.

(vi) To the best of our knowledge and as explained, the Central
Government has not specified the maintenance of cost records under
clause 148(1) of the Companies Act, 2013, for the products/services of
the Company.

(vii) (a) The Company is regular in depositing with appropriate
authorities undisputed statutory dues including provident fund,
employees'' state insurance, income-tax, sales-tax, wealth-tax, service
tax, customs duty, excise duty, value added tax, cess and other
material statutory dues applicable to it.

(b) According to the information and explanations given to us, no
undisputed amounts payable in respect of provident fund, employees''
state insurance, income-tax, wealth-tax, service tax, sales-tax,
customs duty, excise duty, value added tax, cess and other material
statutory dues were outstanding, at the year end, for a period of more
than six months from the date they became payable.

(c) According to the records of the Company, the dues outstanding of
income-tax, sales-tax, wealth-tax, service tax, customs duty, excise
duty, value added tax and cess on account of any dispute, are as
follows:

Name of Nature of Amount
the Statute Dues (Rs.)

Income Tax Income Tax 14,466,193
Act, 1961#

Income Tax Income Tax 121,896,648
Act, 1961#

Income Tax Income Tax 1,959,632
Act, 1961#

Income Tax Income Tax 126,674
Act, 1961#

Income Tax Income Tax 925,475,897
Act, 1961

Income Tax Income Tax 494,096,804
Act, 1961

Income Tax Income Tax 1,797,077,617
Act, 1961

Income Tax Income Tax 88,854,241
Act, 1961#

Income Tax Income Tax 1,590,135,881
Act, 1961

Income Tax Income Tax 650,674
Act, 1961#

Income Tax Income Tax 137,097,922
Act, 1961

Income Tax Income Tax 9,825,346
Act, 1961

Income Tax Income Tax 82,365,915
Act, 1961

Income Tax Income Tax 14,660,911
Act, 1961

Income Tax Income Tax 59,070,422
Act, 1961*

Income Tax Income Tax 20,696
Act, 1961#

Income Tax Income Tax 17,640,000
Act, 1961

Income Tax Income Tax 73,604,302
Act, 1961*

Income Tax Income Tax 440,744,283
Act, 1961

Income Tax Income Tax 23,055,804
Act, 1961*

Name of the Period to Forum where
Statute which the dispute is
amount pending
relates

Income Tax Act 1961# 2011-12 Commissioner of Income Tax (Appeals)

Income Tax Act,1961# 2010-11 Commissioner of Income Tax (Appeals)

Income Tax Act,1961# 2009-10 Commissioner of Income Tax (Appeals)

Income Tax Act,1961# 2007-08 Commissioner of Income Tax (Appeals)

Income Tax Act,1961 2010-11 Income Tax Appellate Tribunal

Income Tax Act,1961 2009-10 Income Tax Appellate Tribunal

Income Tax Act,1961 2007-08 Income Tax Appellate Tribunal

Income Tax Act,1961# 2006-07 Income Tax Appellate Tribunal

Income Tax Act,1961 2006-07 Income Tax Appellate Tribunal

Income Tax Act,1961# 2005-06 Commissioner of Income Tax (Appeals)

Income Tax Act,1961# 2005-06 Commissioner of Income Tax (Appeals)

Income Tax Act,1961 2005-06 Income Tax Appellate Tribunal

Income Tax Act,1961 2005-06 Income Tax Appellate Tribunal

Income Tax Act,1961 2005-06 Income Tax Appellate Tribunal

Income Tax Act,1961* 2005-06 Delhi High Court

Income Tax Act,1961# 2004-05 Income Tax Appellate Tribunal

Income tax Act,1961 2004-05 Delhi High Court

Income Tax Act,1961* 2004-05 Delhi High Court

Income Tax Act,1961 2004-05 Supreme Court of India

Income Tax Act,1961* 2004-05 Delhi High Court

Name of Nature of Amount
the Statute Dues (Rs.)

Income Tax Income Tax 217,648
Act, 1961#

Income Tax Income Tax 208,566,888
Act, 1961*

Income Tax Income Tax 1,660,000
Act, 1961

Income Tax Income Tax 109,913,332
Act, 1961

Income Tax Income Tax 14,255,745
Act, 1961

Income Tax Income Tax 18,280,770
Act, 1961

Income Tax Income Tax 66,575,462
Act, 1961

Income Tax Income Tax 2,852,500
Act, 1961

Finance Act Service Tax 1,141,542
1994, read
with Service
Tax Rules,
1994

Finance Act Service Tax 413,219
1994, read
with Service
Tax Rules,
1994

Finance Act Service Tax 21,512,883
1994, read
with Service
Tax Rules,
1994

Finance Act Service Tax 8,162,466
1994, read
with Service
Tax Rules,
1994

Central Excise Act 17,367,443
Excise Act,
1944

Customs Act, Custom Duty 5,517,609
1962

Name of the Statute Period to Forum where
which the dispute is
amount pending
relates

Income Tax Act,1961# 2003-04 Income Tax Appellate Tribunal

Income Tax Act,1961* 2003-04 Delhi High Court

Income Tax Act,1961 2003-04 Delhi High Court

Income Tax Act,1961 2003-04 Income Tax Appellate Tribunal

Income Tax Act,1961 2003-04 Supreme Court of India

Income Tax Act,1961 2002-03 Income Tax Appellate Tribunal

Income Tax Act,1961 2002-03 Supreme Court of India

Income Tax Act,1961 2001-02 Delhi High Court

Financing Act,1994 2006-11 Customs, Excise, Service Tax
read with service Appellant Tribunal, New Delhi
Tax Rules,1944

Financing Act,1944 2009-10 Customs, Excise, Service Tax
read with Service Appellant Tribunal, New Delhi
Tax Rules,1944

Financing Act,1944 2006-07 Commissioner Appeals, Central
read with service Excise, Noida
Tax Rules,1944

Financing Act,1944 2006-07 Customs, Excise, Service Tax
read with Service Appellant Tribunal, New Delhi
Tax Rules,1944

Central Excise
Act,1944 2011-12 Customs, Excise, Service Tax
Appellant Tribunal, Chennai

Central Excise
Act,1944 2005-06 Customs, Excise, Service Tax
Appellant Tribunal, Bangalore

* In these cases tax demand may arise only if the matter currently
subjudice before Honorable Delhi High Court is decided against the
Company.

# Pursuant to scheme for demerger of IT enabled business of HCL Comnet
Systems & Services Limited in FY 2012 -13

(d) According to the information and explanations given to us, the
amount required to be transferred to investor education and protection
fund in accordance with the relevant provisions of the Companies Act,
1956 (1 of 1956) and rules made there under has been transferred to such
fund within time.

(viii) The Company has no accumulated losses at the end of the
financial year and it has not incurred cash losses in the current and
immediately preceding financial year.

(ix) Based on our audit procedures and as per the information and
explanations given by the management, we are of the opinion that the
Company has not defaulted in repayment of dues to a financial
institution, bank or debenture holders.

(x) According to the information and explanations given to us, the
Company has given guarantee for loans taken by others from banks and
financial institutions, the terms and conditions whereof, in our
opinion, are not prima-facie prejudicial to the interest of the
Company.

(xi) Based on the information and explanations given to us by the
management, term loans were applied for the purpose for which the loans
were obtained.

(xii) Based upon the audit procedures performed for the purpose of
reporting the true and fair view of the financial statements and as per
the information and explanations given by the management, we report
that no fraud on or by the Company has been noticed or reported during
the year.

For S.R. BATLIBOI & CO. LLP

Chartered Accountants

ICAI Firm Registration Number: 301003E

per Tridibes Basu

Partner

Membership Number: 17401

Place: Gurgaon

Date : August 3, 2015

We have audited the accompanying financial statements of HCL
Technologies Limited ("the Company"), which comprise the Balance Sheet
as at June 30, 2014, and the Statement of Profit and Loss and Cash Flow
Statement for the year then ended, and a summary of significant
accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
accounting principles generally accepted in India, including the
accounting standards notified under the Companies Act, 1956, read with
General Circular 08/2014 dated 4 April 2014 issued by the Ministry of
Corporate Affairs. This responsibility includes the design,
implementation and maintenance of internal control relevant to the
preparation and presentation of the financial statements that give a
true and fair view and are free from material misstatement, whether due
to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.

An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor''s judgment, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the Company''s preparation and
fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances but not for the
purpose of expressing an opinion on the effectiveness of the entity''s
internal control. An audit also includes evaluating the appropriateness
of accounting policies used and the reasonableness of the accounting
estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a
basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the
explanations given to us, the financial statements give the information
required by the Companies Act, 1956 ("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 June 30, 2014;

(b) in the case of the Statement of Profit and Loss, of the profit 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.

Report on Other Legal and Regulatory Requirements

1. 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 Act, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, 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 purpose 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, Statement of Profit and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account;

(d) In our opinion, the Balance Sheet, the Statement of Profit and
Loss, and the Cash Flow Statement comply with the accounting standards
notified under the Companies Act, 1956, read with General Circular
08/2014 dated 4 April 2014 issued by the Ministry of Corporate Affairs;

(e) On the basis of written representations received from the directors
as on June 30, 2014, and taken on record by the Board of Directors,
none of the directors is disqualified as on June 30, 2014, from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274 of the Companies Act, 1956.

Annexure referred to in paragraph 1 under heading "Report on Other
Legal and Regulatory Requirements" of our report of even date

Re: HCL Technologies Limited (the Company)

(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.

(b) All fixed assets were physically verified by the management in
accordance with a planned programme of verifying them in phased manner
over the period of three years which, in our opinion, is reasonable
having regard to the size of the Company and the nature of its assets.
No material discrepancies were noticed on such verification.

(c) There was no disposal of a substantial part of fixed assets during
the year.

(ii) (a) The management has conducted physical verification of
inventory at reasonable intervals during the year.

(b) The procedures of physical verification of inventory 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 and no
material discrepancies were noticed on physical verification.

(iii) (a) According to the information and explanations given to us,
the Company has not granted any loans, secured or unsecured to
companies, firms or other parties covered in the register maintained
under Section 301 of the Companies Act, 1956. Accordingly, the
provisions of clause 4(iii)(a) to (d) of the Order are not applicable
to the Company and hence not commented upon.

(b) According to the information and explanations given to us, the
Company has not taken any loans, secured or unsecured, from companies,
firms or other parties covered in the register maintained under Section
301 of the Companies Act, 1956. Accordingly, the provisions of clause
4(iii)(e) to (g) of the Order are not applicable to the Company and
hence not commented upon.

(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, for the
purchase of inventory and fixed assets and for the sale of goods and
services. During the course of our audit, we have not observed any
major weakness or continuing failure to correct major weakness in
internal control system of the Company in respect of these areas.

(v) (a) According to the information and explanations provided by the
management, we are of the opinion that the particulars of contracts or
arrangements referred to in section 301 of the Companies Act, 1956 that
need to be entered into the register maintained under section 301 have
been so entered.

(b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of such contracts or
arrangements and exceeding the value of Rupees five lakhs have been
entered into during the financial year at prices which are reasonable
having regard to the prevailing market prices at the relevant time.

(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 of the Company and nature of its business.

(viii) To the best of our knowledge and as explained, the Central
Government has not prescribed maintenance of cost records under clause
(d) of sub-section (1) of Section 209 of the Companies Act, 1956 for
the products of the Company.

(ix) (a) Undisputed statutory dues including provident fund, investor
education and protection fund, employees'' state insurance, income-tax,
sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and
other material statutory dues have generally been regularly deposited
with the appropriate authorities though there has been a slight delay
in a few cases.

(b) According to the information and explanations given to us, no
undisputed amounts payable in respect of provident fund, investor
education and protection fund, employees'' state insurance, income-tax,
wealth-tax, service tax, sales- tax, customs duty, excise duty, cess
and other material statutory dues were outstanding, at the year end,
for a period of more than six months from the date they became payable.

(c) According to the records of the Company, the dues outstanding of
income-tax, sales-tax, wealth-tax, service tax, customs duty, excise
duty and cess on account of any dispute, are as follows:

Name of Nature of Amount Period to Forum where
the Statute Dues (Rs.) which the dispute is
amount pending
relates

Income Tax Income Tax 112,870,184 2010-11 Commissioner
Act, 1961# of Income Tax
(Appeals)

Income Tax Income Tax 918,320 2009-10 Commissioner
Act, 1961# of Income Tax
(Appeals)

Income Tax Income Tax 128,125,998 2007-08 Income Tax
Act, 1961# Appellate
Tribunal

Income Tax Income Tax 482,431,617 2009-10 Income Tax
Act, 1961 Appellate
Tribunal

Income Tax Income Tax 1,644,571,149 2007-08 Income Tax
Act, 1961 Appellate
Tribunal

Income Tax Income Tax 84,645,014 2006-07 Income Tax
Act, 1961# Appellate
Tribunal

Income Tax Income Tax 1,468,769,652 2006-07 Income Tax
Act, 1961 Appellate
Tribunal

Income Tax Income Tax 609,567 2005-06 Commissioner
Act, 1961# of Income Tax
(Appeals)

Income Tax Income Tax 13,678,057 2005-06 Commissioner
Act, 1961 of Income Tax
(Appeals)

Income Tax Income Tax 9,074,364 2005-06 Income Tax
Act, 1961 Appellate
Tribunal

Income Tax Income Tax 78,127,764 2005-06 Income Tax
Act, 1961 Appellate
Tribunal

Income Tax Income Tax 54,467,532 2005-06 Delhi
Act, 1961* High Court

Income Tax Income Tax 18,282 2004-05 Income Tax
Act, 1961# Appellate
Tribunal

Income Tax Income Tax 16,170,000 2004-05 Delhi
Act, 1961* High Court

Income Tax Income Tax 67,868,901 2004-05 Delhi
Act, 1961* High Court

Income Tax Income Tax 414,561,454 2004-05 Supreme Court
Act, 1961 of India

Income Tax Income Tax 21,259,247 2004-05 Delhi
Act, 1961* High Court

Income Tax Income Tax 180,337 2003-04 Income Tax
Act, 1961# Appellate
Tribunal

Income Tax Income Tax 192,314,922 2003-04 Delhi
Act, 1961* High Court

Income Tax Income Tax 1,540,000 2003-04 Delhi
Act, 1961* High Court

Income Tax Income Tax 102,544,840 2003-04 Income Tax
Act, 1961 Appellate
Tribunal

Income Tax Income Tax 13,543,578 2003-04 Supreme Court
Act, 1961 of India

Income Tax Income Tax 21,700,098 2002-03 Income Tax
Act, 1961 Appellate
Tribunal

Income Tax Income Tax 63,024,603 2002-03 Supreme Court
Act, 1961 of India

Income Tax Income Tax 2,642,500 2001-02 Delhi
Act, 1961* High Court

Customs Custom Duty 2,018,406 2005-06 Customs,
Act, 1962 Excise,
Service Tax
Appellant
Tribunal,
Bangalore

Finance Service Tax 226,000 2012-13 Commissioner
Act 1994, Appeals,
read with Central
Service Excise, Noida
Tax Rules,
1994

Central Excise Act 6,281,000 2013-14 Customs,
Excise Excise,
Act, 1944 Service Tax
Appellant
Tribunal,
Chennai

* In these cases tax demand may arise only if the matter currently
subjudice before Honorable Delhi High Court is decided against the
Company.

# Pursuant to scheme for demerger of IT enabled business of HCL Comnet
Systems & Services Limited in FY 2012 -13.

(x) The Company has no accumulated losses at the end of the financial
year and it has not incurred cash losses in the current and immediately
preceding financial year.

(xi) Based on our audit procedures and as per the information and
explanations given by the management, we are of the opinion that the
Company has not defaulted in repayment of dues to a financial
institution, bank or debenture holders.

(xii) According to the information and explanations given to us and
based on the documents and records produced before us, the Company has
not granted loans and advances on the basis of security by way of
pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi /
mutual benefit fund / society. Therefore, the provisions of clause
4(xiii) of the Companies (Auditor''s Report) Order, 2003 (as amended)
are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in
shares, securities, debentures and other investments. Accordingly, the
provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order,
2003 (as amended) are not applicable to the Company.

(xv) According to the information and explanations given to us, the
Company has given guarantees for loans taken by others from bank or
financial institutions, the terms and conditions whereof in our opinion
are not prima-facie prejudicial to the interest of the Company.

(xvi) Based on the information and explanations given to us by the
management, term loans were applied for the purpose for which the loans
were obtained.

(xvii)According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, we report
that no funds raised on short-term basis have been used for long-term
investment.

(xviii)The Company has not made any preferential allotment of shares to
parties or companies covered in the register maintained under Section
301 of the Companies Act, 1956.

(xix) The company has secured debentures outstanding during the year,
on which security or charge has been created.

(xx) The Company has not raised any money by public issue during the
year.

(xxi) Based upon the audit procedures performed for the purpose of
reporting the true and fair view of the financial statements and as per
the information and explanations given by the management, we report
that no fraud by the Company and no material fraud on the Company has
been noticed or reported during the year.

For S.R. BATLIBOI & CO. LLP
Chartered Accountants
ICAI Firm Registration Number: 301003E

per Tridibes Basu
Partner
Membership Number: 17401

Place of Signature: Gurgaon, India
Date: July 31, 2014