The Directors take pleasure in presenting the 28th Annual Report along
 with the audited statement of accounts for the financial year ended
 March 31, 2011.
 
 Financial Highlights
 
 The highlights of your Companys financial results for the financial
 year April 1, 2010 to March 31, 2011 are as follows:
 
                                                      Rs. Mn.)
 
                                      NIIT Limited - Group 
 Particulars                            (Consolidated)
                                      2010-11         2009-10 
 
 Net Sales (Income from                12,483          11,993
 operations)
 
 Other Income                              29              43
 
 Total Income                          12,512          12,036
 
 Total Expenditure                     11,243          10,782
 
 Profit before depreciation             1,269           1,254
 and taxes
 
 Depreciation and                         854             751
 Amortisation
 
 Exceptional Items (Net)                  142            (15)
 
 Net tax provision                         88             108
 
 Net profit before share
 of Associates Profit &                  469             380
 Minority Interest
 
 Share of Associates Profit              453             322
 and Minority Interest
 
 Net Profit                               922             702
 
 Basic EPS (Rs.)                         5.58            4.25
 
 Diluted EPS (Rs.)                       5.58            4.25
 
 
                                      NIIT Limited
 Particulars                         (Stand alone)
                                      2010-11         2009-10
 
 Net Sales (Income from                 6,480           6,252
 operations)
 
 Other Income                             218             196
 
 Total Income                           6,698           6,448
 
 Total Expenditure                      5,704           5,442
 
 Profit before depreciation               994           1,006
 and taxes
 
 Depreciation and                         577             542
 Amortisation
 
 Exceptional Items (Net)                  136             (15)
 
 Net tax provision                         56             137
 
 Net profit before share
 of Associates, Profit &                  497             312
 Minority Interest
 
 Share of Associates Profit                -               -
 and Minority Interest          
 
 Net Profit                               497             312
 
 Basic EPS (Rs.)                         3.01            1.89
 
 Diluted EPS (Rs.)                       3.01            1.89
 
 
 During the year, your Companys consolidated income from operations has
 increased to Rs. 12,483 million as against Rs. 11,993 million in the
 previous year, registering a growth of 4% over the previous year, while
 Net Profit (after Associates Profit) is Rs. 922 million as against Rs.
 702 million in the previous year, registering a growth of 31% over the
 previous year.
 
 The income from operations for the year under review for the Company on
 a standalone basis increased to Rs. 6,480 million as compared to Rs.
 6,252 million in the previous year, thereby registering a growth of
 approx. 4% on yearly basis and Net Profit increased to Rs 497 million
 from Rs. 312 million in the current year registering a growth of 59%
 over the previous year.
 
 Business Operations
 
 The financial year 2010-11 saw a progression in economic trends from
 cautious optimism at the beginning of the year leading into full scale
 recoveries and rapid growth in many emerging economies. In this
 environment, your Company started the year with the
 
 theme of “Sharpening the Edge” with specific focus on improving the
 return on capital employed and quality of balance sheet while
 re-engineering the Companys businesses for higher growth.
 
 During the financial year under review, the Individual Learning
 Solutions launched new initiatives to build a robust order book. These
 initiatives included new products to address changing preferences,
 focus on higher end segment with new offerings, integration of various
 offerings under ‘One NIIT and new delivery models.
 
 In the Schools Learning Solutions, your Company focused on the
 non-government schools increasing the size of the sales force
 significantly, putting a new leadership team in place, revamping ICR
 content which was launched towards year end.
 
 In the Corporate Learning Solutions, your Company achieved steadily
 rising sales, collection and profitability in the backdrop of a
 sluggish global economy. This was accomplished through aggressive sales
 activity and robust delivery performance across North America, Europe
 and India.
 
 Future Plans
 
 The positive macro economic trends of accelerating GDP growth,
 increased government spending and strong corporate hiring plans coupled
 with encouraging lead indicators lay the foundation for your Companys
 growth.
 
 Your Company has specialized in delivering “Excellence at Scale” based
 on its core competencies of Pedagogy, Technology and Partnerships. The
 Company will focus its energy on Leveraging “One NIIT” for reach &
 customer choice, focus on IP & Annuity-based revenue for scale and
 profitability as well as addressing new opportunities with new business
 models at new price points.
 
 Dividend
 
 In view of the Companys profitable performance, your Directors are
 pleased to recommend, for approval of the Members at the ensuing Annual
 General Meeting, a dividend of Rs. 1.50 per equity share of Rs. 2 each.
 
 Transfer to Reserves
 
 In accordance with statutory provisions, your Company has transferred a
 sum of Rs. 49.74 million to the General Reserve.
 
 Awards and Accreditation
 
 During the year under review, your Company received many recognitions
 at the international and national levels.  Some of them are:
 
 - NIIT has been awarded ‘Franchisor of the Year in Education:
   Information Technology in 2010 by
 
   Franchise Plus Magazine;
 
 - NIIT ranked amongst ‘the top 25 Best Employers in India 2011 by Aon
   Hewitt;
 
 - NIIT has been honoured as the ‘Best Education Company to work with
   by Franchise India;
 
 - Element K (subsidiary of NIIT) wins the Brandon Hall Silver
   Excellence Award for blended learning;
 
 - NIIT, USA (subsidiary of NIIT) accepted Honors for Learning and
   Talent Management Solution at Bersin Impact 2010 Conference;
 
 - NIIT, USA (subsidiary of NIIT) ranks amongst Top 10 Training &
   Learning Business Process Outsourcing Vendor in – Black Book of
   Outsourcing;
 
 - HIWEL (subsidiary of NIIT) wins the prestigious Mac Arthur Digital
   Media and Learning Award;
 
 - NIIT has been honoured as the - ‘Most influential IT Training brand
   in China, on the eve of 60 years of Peoples Republic of China (PRC)
   celebrations;
 
 - NIIT, USA (subsidiary of NIIT) featured in Training magazines Annual
   ‘Top 125 List;
 
 - NIIT, USA (subsidiary of NIIT) received the CLO Gold award for
   Virtual World Education, for the customized training solution put
   together for KFC in the USA;
 
 - NIIT MindChampion Viswanathan Anand became the World Chess Champion
   for the 4th time.  NIITs association with World Chess Champion,
   Viswanathan Anand, including contractual extensions, is the longest
   running Brand Ambassador contract in the history of Indian sport;
 
 - NIIT was conferred ICT Gold Medal-Vietnam for 5th year in a row;
 
 - NIIT associated with Government of Gujarat in setting a New Guinness
   World Record of 20,480 chess players playing simultaneously at
   Ahmedabad on December 24, 2010.
 
 Subsidiary Companies
 
 During the year under review, Wuxi NIIT Information Technology
 Consulting Limited, an overseas step down subsidiary of your Company
 has incorporated a wholly-owned subsidiary by the name of ‘Su Zhou NIIT
 Information Technology Consulting Limited in Su Zhou, China.
 Subsequent to the end of financial year, NIIT Antilles NV, Netherlands
 Antilles, overseas wholly owned subsidiary company has incorporated a
 overseas step down subsidiary by the name of ‘NIIT West Africa Limited
 in Nigeria.
 
 Your Company has disinvested its entire stake in non- operating wholly
 owned subsidiary company ‘Neo Multimedia Limited (formerly known as
 NIIT Multimedia Limited).  During the year under review, PCEC NIIT
 
 Institute of Information Technology, step down subsidiary of your
 company has been liquidated and therefore, ceased to be a subsidiary
 company.
 
 As per the provisions of Section 212 of the Companies Act, 1956 (‘the
 Act), your Company is required to attach the Directors Report,
 Balance Sheet, Profit and Loss Account and other information of the
 subsidiary companies to its Balance Sheet. However, the Ministry of
 Corporate Affairs vide its General Circular No.  2/2011 dated February
 8, 2011, has granted a general exemption under Section 212(8) of the
 Act to all the companies from annexing the annual accounts and other
 statements of subsidiary companies with the Annual Report of the
 holding company subject to certain conditions. As the Company complies
 with all the specified conditions of the abovementioned Circular, it is
 not required to attach the audited accounts and other documents of the
 subsidiary companies to the Annual Report of your Company for the
 financial year 2010-11.
 
 A statement of the Companys interest in the subsidiaries and a summary
 of the financials of the subsidiaries are given along with the
 consolidated accounts. The annual accounts of the subsidiaries, along
 with the related information, will be made available to the Members
 seeking such information at any point of time. The annual accounts of
 the subsidiaries are also available for inspection for any Member/
 Investor, during the business hours, at the Registered Office of the
 Company and the same can be accessed from the website of the Company
 i.e. www.niit.com.
 
 Consolidated Financial Statements
 
 In compliance with Clause 32 of the Listing Agreement, the consolidated
 financial statements are prepared in accordance with the Accounting
 Standards notified under Section 211(3C) of the Act read with the
 Companies (Accounting Standards) Rules, 2006. The consolidated
 financial statements together with Auditors Report thereon form part
 of the Annual Report.
 
 Corporate Governance
 
 Your Companys philosophy on Corporate Governance envisages the
 attainment of the highest levels of transparency, accountability and
 equity in all facets of its operations as well as in all interactions
 with its Stakeholders including Shareholders, NIITians, Lenders and
 Regulatory Authorities. In order to enhance customer satisfaction and
 stakeholder value, your Company continues to benchmark its Corporate
 Governance practices with the best in the world in line with
 international norms.
 
 Your Company has complied with all the requirements relating to
 Corporate Governance as stipulated in Clause 49 of the Listing
 Agreement. The report of the Directors on Corporate Governance is given
 as a
 
 separate section titled ‘Corporate Governance Report, which forms part
 of the Annual Report. The Auditors Certificate confirming the
 compliance to the conditions of the Corporate Governance stipulated in
 Clause 49 of the Listing Agreement is annexed to the Corporate
 Governance Report.
 
 Management Discussion and Analysis Report
 
 As required by Clause 49 of the Listing Agreement, the Management
 Discussion and Analysis Report is annexed and forms part of the
 Directors Report.
 
 Directors
 
 During the year under review, Ms. Madhabi Puri Buch was inducted as an
 additional Director on the Board of the Company. According to the
 provisions of Section 260 of the Act, she would hold office, as such,
 till the conclusion of ensuing Annual General Meeting of the Company.
 Ms. Madhabi Puri Buch is a graduate in Mathematics from St. Stephens
 College, Delhi University and an MBA from IIM-Ahmedabad.
 
 The Company has received a notice in writing from the member under
 Section 257 of the Act proposing Ms. Madhabi Puri Buch appointment as
 Director of the Company. She has conveyed her willingness to be
 appointed as Director of the Company and is not disqualified for being
 appointed as a Director pursuant to the provisions of Section 274(1)(g)
 of the Act.  Necessary resolution with regard to her appointment will
 placed at the ensuing Annual General Meeting.
 
 In accordance with the provisions of the Act, and Articles 64, 65 and
 66 of the Articles of Association of your Company, Mr. . Rajendran and
 Mr. Vijay K.  Thadani , Directors of your Company, retire by rotation
 and due for election at the ensuing Annual General Meeting, however
 they being eligible, offer themselves for re-appointment.
 
 The Board recommends the above appointment/ reappointments pursuant to
 applicable provisions of the Act. The resolutions seeking your approval
 on these items along with the terms and conditions are included in the
 Notice convening the Annual General Meeting together with a brief
 resume of the Directors being appointed/re-appointed.
 
 Directors Responsibility Statement
 
 As required under Section 217(2AA) of the Act, the Board of Directors
 of your Company hereby states and confirms:
 
 - That in preparation of Annual Accounts for the financial year,
   applicable Accounting Standards have been followed along with the
   proper explanations relating to material departures;
 
 - That they have selected the accounting policies described in the
   notes to accounts, which have
 
   been consistently applied, except where otherwise stated and made
   judgments and estimates that are reasonable and prudent so as to
   give a true and fair view of the state of affairs of the Company 
   as at March 31, 2011 and of the profit of the Company for that year;
 
 - That they have taken proper and sufficient care for the maintenance
   of adequate accounting records in accordance with the provisions of
   the Act, for safeguarding the assets of the Company and for 
   preventing and detecting fraud and other irregularities; and
 
 - That the Annual Accounts have been prepared on the historical cost
   convention, as a going concern basis and on accrual basis.
 
 Information relating to Conservation of energy, Technology Absorption,
 Research and Development, exports, Foreign exchange earnings and Outgo
 and other information forming part of the Directors Report in terms of
 Section 217(1)(e) of the Act, and the Rules made thereunder
 
 a) Conservation of energy
 
 Although the operations of the Company are not energy intensive, the
 management has been highly conscious of criticality of conservation of
 energy at all the operational levels and efforts are made in this
 direction on a continuous basis. Adequate measures have been taken to
 reduce energy consumption whenever possible by using energy efficient
 equipments. The requirement of disclosure of particulars with respect
 to conservation of energy as prescribed in Section 217(1)(e) of the Act
 read with the Companies (Disclosure of Particulars in the Report of
 Board of Directors) Rules, 1988, are not applicable to the Company and
 hence are not provided.
 
 b) Technology absorption
 
 Your Company believes that in addition to progressive thought, it is
 imperative to invest in research and development to ascertain future
 exposure and prepare for challenges. In its endeavor to obtain and
 deliver the best, your Company has entered into alliances / tie-ups
 with major global players in the I.T. education industry to harness and
 tap the latest and the best of technology in its field, upgrade itself
 in line with the latest technology in the world and deploy / absorb
 technology wherever feasible, relevant and appropriate.
 
 c) Research and Development
 
 The Company believes that technological obsolescence is a reality. Only
 progressive research and development will help us to measure up to
 future challenges and opportunities. We invest in
 
 and encourage continuous innovation. During the year under review,
 expenditure on research and development is not significant in relation
 to the nature and size of operations of your Company.
 
 d) Foreign exchange earnings and outgo
 
 i) Activities relating to exports, initiatives taken to increase
 exports, development of new export markets for products and services
 and export plans
 
 The Company exports customized learning content to its overseas clients
 to meet their varying learning needs. The Company develops content in a
 multitude of subjects for widely varied audience.
 
 The Company will continue to strengthen its presence in China, South
 Africa, Nigeria, Malaysia, Vietnam, Bhutan, Norway, etc. and will also
 focus on new territories including Maldives and Columbia, with a view
 to increase exports. The Company will put impetus on potential
 geographies for expansion of its business outside India.
 
 ii) Total foreign exchange earned and used
 
 The details of foreign exchange earnings and outgo are mentioned in
 Notes Nos. 11,12, 13 and 14 contained in the Notes to Accounts
 (Schedule No. 20) forming part of the Balance Sheet and Profit and Loss
 Account for the financial year ended March 31, 2011.
 
 Public Deposits
 
 In terms of the provisions of Section 58A of the Act read with the
 Companies (Acceptance of Deposits Rules), 1975, your Company has not
 accepted any fixed deposits from public and, as such, no amount of
 principal or interest was outstanding on the date of the Balance Sheet.
 
 Particulars of employees
 
 Particulars of employees as required under Section 217(2A) of the Act,
 read with the Companies (Particulars of Employees) Rules, 1975 are
 given in Annexure-I and forms part of this report.
 
 Auditors and Auditors Report
 
 M/s. Price Waterhouse, Chartered Accountants (registration number FRN
 301112E), the Statutory Auditors of your Company, holds office until
 the conclusion of the ensuing Annual General Meeting and are eligible
 for reappointment.
 
 The Company has received a letter from them to the effect that their
 reappointment, if made, would be within the limits prescribed under
 Section 224 (1B) of the Act and that they are not disqualified for
 re-appointment within the meaning of Section 226 of the Act.
 
 The notes on Accounts referred to in the Auditors Report are self
 explanatory and do not require any further comments.
 
 Human Resources and employees Stock Option Scheme
 
 NIITians are the key resource for your Company. Your Company has been
 able to create and continuously improve a favorable work environment
 that encourages novelty and meritocracy at all levels.
 
 Employees relations remained cordial at all the Companys locations.
 The Directors take this opportunity to record their appreciation for
 the outstanding contribution of all NIITians.
 
 During the financial year 2005-06, your Company had launched NIIT
 Employee Stock Option Plan 2005 (ESOP-2005) with the objective of
 attracting and motivating employees by rewarding performance and
 retaining the best talent. The aim was to develop a sense of ownership
 among the employees within the organisation and to align your Companys
 stock option scheme with the best practices in the Industry.  During
 the year under review, the Compensation/ Remuneration Committee has
 granted 156,060 Stock Options (Grant VII) of Rs. 2 each at market price
 to the eligible employees under ESOP 2005. As per the provisions of
 SEBI (Employees Stock Option Scheme and Employee Stock Purchase Scheme)
 Guidelines, 1999, the particulars of the options granted, vested,
 exercised and allotted under the ESOP-2005 are appended as Annexure-II
 and form part of this report.
 
 Further, none of the employees was granted options equal to or
 exceeding 1% of the issued capital of the Company.
 
 Acknowledgements
 
 Your Directors take this opportunity to thank all investors, clients,
 licensees, technology partners, vendors, financial institutions, banks,
 regulatory and governmental authorities, media and stock exchanges for
 their continued support during the year under review. We place on
 record our appreciation of the contribution made by our employees at
 all levels. Our consistent growth was made possible by their hard work,
 solidarity, cooperation and support.
 
                                      For and on behalf of the Board
 
                                                   Rajendra S. Pawar
                                                          Chairman & 
                                                   Managing Director
 Place : New Delhi
 Dated : May 10, 2011                                 DIN - 00042516