1.  We have audited the attached Balance Sheet of NIIT Limited (the
 Company) as at March 31, 2011, and the related Profit and Loss
 Account and Cash Flow Statement for the year ended on that date annexed
 thereto, which we have signed under reference to this report. These
 financial statements are the responsibility of the Companys
 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 (Auditors Report) Order, 2003, as
 amended by the Companies (Auditors Report) (Amendment) Order, 2004
 (together the “Order”) issued by the Central Government of India in
 terms of sub-section (4A) of Section 227 of ‘The Companies Act, 1956
 of India (the ‘Act) and on the basis of such checks of the books and
 records of the Company as we considered appropriate and according to
 the information and explanations given to us, we further report that:
 (i) (a) The Company is maintaining 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 two years which, in our opinion, is reasonable having regard
 to the size of the Company and the nature of its assets. Pursuant to
 the programme, a portion of the fixed assets has been physically
 verified by the Management during the year and no material
 discrepancies between the book records and the physical inventory have
 been noticed.
 
 (c) In our opinion and according to the information and explanations
 given to us, a substantial part of fixed assets has not been disposed
 off by the Company during the year.  (ii)
 
 (ii) (a) The inventory has been physically verified by the Management during
 the year. In our opinion, the frequency of verification is reasonable.
 
 (b) In our opinion, 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) On the basis of our examination of the inventory records, in our
 opinion, the Company is maintaining proper records of inventory. The
 discrepancies noticed on physical verification of inventory as compared
 to book records were not material.
 
 (iii) (a) The Company has granted unsecured loans, to six subsidiaries
 covered in the register maintained under Section 301 of the Act. The
 maximum amount involved during the year and the year-end balance of
 such loans aggregates to Rs. 4,181.80 lacs and Rs. 1,926 lacs
 respectively. In our opinion, the rate of interest and other terms and
 conditions of such loans are not prima facie prejudicial to the
 interest of the Company. The Company had also granted loans aggregating
 Rs. 4,603 lacs to a Society as described in Note 23 of Schedule 20 of
 the financial statements which were repaid before the year end.
 Provisions of Section 297, 299 and 301 of the Companies Act, 1956 are
 not considered to be applicable to a Society.
 
 In respect of the aforesaid loans, the parties are repaying the
 principal amounts as stipulated and are also regular in payment of
 interest, where applicable.
 
 In respect of the aforesaid loans, there is no overdue amount more than
 Rupees One Lac.
 
 (b) The Company has taken unsecured loans, from one
 wholly owned subsidiary covered in the register maintained under
 Section 301 of the Act. The maximum amount involved during the year and
 the year-end balance of such loan is the same i.e. Rs. 1,476 lacs.
 
 In our opinion, the rate of interest and other terms and conditions of
 such loans are not prima facie prejudicial to the interest of the
 Company.
 
 In respect of the aforesaid loans, the Company is regular in repaying
 the principal amounts as stipulated and is also regular in payment of
 interest, where applicable.
 
 (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, fixed assets and for the sale of goods and
 services. Further, on the basis of our examination of the books and
 records of the Company, and according to the information and
 explanations given to us, we have neither come across nor have been
 informed of any continuing failure to correct major weaknesses in the
 aforesaid internal control system.
 
 (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. Also refer para (iii) (a)
 above.
 
 (b) In respect of transactions with subsidiaries for sale of
 goods and services and for purchase of goods and services aggregating
 to Rs. 8,042.58 lacs (excluding recoveries towards common services from
 subsidiaries Rs 170.08 lacs which are at cost) and Rs.1,632.98 lacs
 respectively, and with others for sale of goods and services and for
 purchase of goods and services aggregating to Rs. 361.85 Lacs
 (excluding recoveries towards common services Rs 218.74 lacs which are
 at cost) and Rs. 384.24 Lacs respectively, the management has informed
 us that these transactions dealt are of a special nature and therefore
 comparable prices are not available. In our opinion and according to
 the information and explanations given to us, there are no other
 transactions made in pursuance of such contracts or arrangements
 exceeding the value of Rupees five lacs in respect of any party during
 the year.
 
 (vi) The Company has not accepted any deposits from the public within
 the meaning of Sections 58A and 58AA of the Act and the rules framed
 there under.
 
 (vii) In our opinion, the Company has an internal audit system
 commensurate with its size and nature of its business.
 
 (viii) The Central Government of India has not prescribed the
 maintenance of cost records under clause (d) of sub-section (1) of
 Section 209 of the Act for any of the products of the Company.
 
 (ix) (a) According to the information and explanations given to us and
 the records of the Company examined by us, in our opinion, the Company
 is generally regular in depositing the undisputed statutory dues
 including provident fund, investor education and protection fund,
 employees state insurance, income-tax, sales-tax, wealth tax, service
 tax, customs duty and other material statutory dues as applicable with
 the appropriate authorities.
 
 (b) According to the information and
 explanations given to us and the records of the Company examined by us,
 the particulars of dues of income-tax, sales-tax, wealth-tax,
 service-tax, customs duty as at March 31, 2011 which have not been
 deposited on account of a dispute, are as follows:
 
 Name of the statute  Nature of dues  Amount        Amount
                                      Disputed    deposited under
                                      (Rs. Lacs)    protest
                                                     (Rs. Lacs)
 
 Andhra Pradesh       Works contract
                         Tax           918.36           -
 General Sales Tax
 Act, 1957
 
 Finance Act, 1994    Service Tax      209.78           -
 
 Income Tax Act,      Income Tax         4.08           -
 1961
 
 Income Tax Act,      Income Tax 
 1961                 Income Tax       721.00      721.00
                                       855.25      400.00
 
 Name of the statute     Period to which the    Forum where the duspute
                         amount relates          is pending
 
 Andhra Pradesh          2001 -Mach 2011        High Court of Andhra
 General Sales Tax                              Pradesh
 Act, 1957
 
 Finance Act, 1994               2004-05        Customs, Excise and   
                                                Service Tax Appellate
                                                Tribunal
 
 Income Tax Act,                 2004-05        Income Tax Appellate
 1961                                           Tribunal
 
 Income Tax Act,                 2005-06        Commisioner of Income
 1961                            2006-07        Tax (Appeals)
 
 
 (x) The Company has no accumulated losses as at March 31, 2011 and it
 has not incurred any cash losses in the financial year ended on that
 date or in the immediately preceding financial year.
 
 (xi) According to the records of the Company examined by us and the
 information and explanation given to us, the Company has not defaulted
 in repayment of dues to any financial institution or bank or debenture
 holders as at the balance sheet date.
 
 (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) The provisions of any special statute applicable to chit fund/
 nidhi/ mutual benefit fund/ societies are not applicable to the
 Company.
 
 (xiv) In our opinion, the Company is not a dealer or trader 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 of the guarantees aggregating to
 Rs. 24,420 lacs (USD 55 million), letter of credits aggregating to Rs.
 2,442 lacs (USD 5.50 million) and securities aggregating to Rs. 300
 lacs given by the Company for bank loans availed by its subsidiaries
 and an undertaking to support NIIT Institute of Information Technology
 (‘NIIT University) to meet shortfall, if any, in repayment of loan
 taken by it from a bank , are not prejudicial to the interest of the
 Company.
 
 (xvi) In our opinion, and according to the information and explanations
 given to us, on an overall basis, the term loans have been applied for
 the purposes for which they were obtained.
 
 (xvii) On the basis of an overall examination of the balance sheet of
 the Company, in our opinion and according to the information and
 explanations given to us, there are no funds raised on a short-term
 basis which have been used for long-term investment.
 
 (xviii) The Company has not made any preferential allotment of shares
 to parties and companies covered in the register maintained under
 Section 301 of the Act during the year.
 
 (xix) The Company has created security or charge in respect of
 debentures issued and outstanding at the year-end.
 
 (xx) The Company has not raised any money by public issues during the
 year.
 
 (xxi) 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
 explanations 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.
 
 4. Further to our comments in paragraph 3 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, none of the directors is disqualified as on March 31, 2011
 from being appointed as a director in terms of clause (g) of
 sub-section (1) of Section 274 of the Act;
 
 (f) 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 attached thereto give, in the prescribed
 manner, the information required by the Act, 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 March 31, 2011;
 
 (ii) in the case of the Profit and Loss Account, of the profit for the
 year ended on that date; and
 
 (iii) in the case of the Cash Flow Statement, of the cash flows for the
 year ended on that date.
 
                                                 For Price Waterhouse
                                      Firm Registration No. : 301112E
                                                Chartered Accountants
 
                                                          Usha Rajeev
                                      Partner Membership No. F-087191
 
 Place : New Delhi 
 Date  : May 10, 2011