1.  We have audited the attached Balance Sheet of NIIT Technologies
 Limited, as at 31 March 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 manage-
 ment. 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 explana- tions 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
 of by the Company during the year.
 
 (ii) (a) According to the information and explanation given to us, the
 Company procures inventories specifically for the purpose of executing
 certain contracts and no inventory is held at any point of time during
 the year.  Accordingly clauses (ii)(a) and (ii)(b) of Paragraph 4 of
 the Order are not applicable to the Company.
 
 (b) On the basis of our examination of the inventory records, in our
 opinion, the Company is maintaining proper records of inventory.
 
 (iii) (a) 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 Act. The Company has granted a loan to a
 Society aggregating Rs 250,000,000 as described in Notes 15 and 16 of
 Schedule 17. Provisions of Section 297, 299 and 301 of the Companies
 Act, 1956 are not considered to be applicable to a Society.
 
 (b) The Company has not taken any loan from any party covered under
 register maintained under Section 301 of the Act.
 
 (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 rendering of
 services and for purchase of goods and services aggregating to Rs.
 55,081 lacs (excluding recoveries towards common services from domestic
 subsidiaries Rs 23,181,667 which are at cost, also refer Note 7 of
 Schedule 17) and Rs.169 lacs respectively, and with others for
 rendering of services and for purchase of goods and services
 aggregating to Rs. 138 lacs and Rs.309 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 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, excise duty, cess 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, excise
 duty and cess as at March 31, 2011 which have not been deposited on
 account of a dispute, are as follows:
 
 Name of the    Nature of dues    Amount due     Amount deposited
 statute                          (Rs. Lacs)      under protest
                                                    (Rs. Lacs)
 
 Income-tax      Income-tax         263.16            200
 Act, 1961       Interest           110.17
 
 Income-tax      Income-tax         444.59             - 
 Act, 1961       Interest           135.06
 
 
 Name of the          Period to         Forum where
 statute              which the         the dispute is
 (Rs. Lacs)            amount           pending
 relates
 
 200                 AY 2006-07         CIT (Appeals)
 
 -                   AY 2007-08         CIT (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 given by the
 Company aggregating to Rs. 8,334 lacs to banks for two wholly owned
 subsidiaries 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) There are no outstanding debentures as at the year end.
 Accordingly clause (xix) of Paragraph 4 of the Order is not applicable
 to the Company.
 
 (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 31 March 2011 and taken on record by the Board of
 Directors, none of the directors is disqualified as on 31 March 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 31 March 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 and on behalf of
                                                      Price Waterhouse
                                Firm Registration Number – FRN 301112E
                                                 Chartered Accountants
  
                                                           Usha Rajeev
                                                               Partner 
                                               Membership No. F-087191
 
 Place : New Delhi 
 Date  : May 6th, 2011