The Board of Directors of the Company take pleasure in presenting the
 report on its business and for the financial year ended March 31, 2011.
 
 Financial Results
 
 The highlights of the financial results for the financial year 2010-11
 are as follows -
 
                                      (Figures in Rs.mn except for EPS)
 
 Particulars                FY 2010-11     FY 2009-10
 
 Consolidated Revenues          12,323          9,137 
 
 Standalone financials
 
 Income from operations          7,293          4,936
 
 Other Income                      228            113
 
 Total Income                    7,521          5,049 
 
 Profit before deprecation 
 and taxes                       1,574          1,253
 
 Depreciation                      233            245
 
 Provision for tax & 
 (deferred tax)                    108             57 
 
 Profit After Tax                1,233            951
 
 Earning Per Share (Basic) 
 (In Rs.)                        20.91          16.19
 
 Review of operations
 
 IT spending witnessed an upsurge with global sourcing growth outpacing
 IT spending worldwide. While this robust demand backdrop continued
 throughout 2010, there is a cautious optimism for sustained growth for
 2011, with clients focusing on growth. A sustained growth of the global
 economy, especially markets where the Company operates in, should
 result in stronger demand for IT services and solutions.
 
 Outlook
 
 Based on our performance in 2010-11, NIIT Technologies is expecting to
 achieve faster momentum and all-round expansion in the current year.
 QoQ revenue growth, a strong bottom-line and greater traction in the
 markets where we play, will help us achieve our goal of being the First
 Choice for customers.
 
 The outlook for 2011-12 is positive, with your Company reaping the
 benefits of recent initiatives and strategic business shifts. Our foray
 into fresh geographies, new service lines and hitherto unexplored, yet
 high potential verticals such as Healthcare will create for us
 additional revenue streams.
 
 NIIT Technologies and Hitachi (Asia) Thailand unveiled the next phase
 of their Cloud strategy. Availability of their cloud offerings,
 Caliver, a portmanteau of the words Cloud, Alive, and
 Responsive.. The services would enable customers to reduce capital
 expenditure and access dynamically scalable, virtualised resources.
 
 Your Company has embarked on a journey that is transforming its
 business model from a linear, IT service- centric one to a non-linear
 one. This we expect will help drive growth through value-added service
 offerings for customers such as platform-based solutions and innovative
 Intellectual Property (IP).
 
 During the period of evaluation, your Company also made significant
 progress on its campus infrastructure, which is coming up in Greater
 Noida.
 
 Employee Stock Option Scheme (ESOP)
 
 During the year 2010-11, 463,211 equity shares of the Company of Rs.
 10/- each, fully paid up, were allotted under the Employee Stock Option
 Plan 2005 of the Company on exercise of stock options.
 
 Under ESOP 2005, the Compensation/Remuneration committee, in their
 meeting held on July 19, 2010, October 18, 2010 & January 18, 2011 has
 granted stock option to selected employees of the company/subsidiary
 companies. Details of options granted under ESOP 2005 are annexed to
 this Report, as annexure B, in accordance with SEBI (Employee Stock
 Option Scheme and employee Stock Option Purchase Scheme) Guidelines,
 1999, and any modifcations thereto.
 
 Reserves
 
 The Company has transferred an amount of Rs 123 Mn to General Reserve
 (Rs. 95 Mn last year).
 
 Dividend
 
 The Board has recommended a dividend of Rs.7.50 per equity share of
 Rs.10/- each (previous year Rs.7.00 per equity share) on the share
 capital, subject to approval of the shareholders at the ensuing Annual
 General Meeting.
 
 Increase in Capital
 
 During the year the Company issued 463,211 shares on the exercise of
 stock options under the Employee Stock Option Scheme of the Company
 (ESOP 2005). Due to this the outstanding issued, subscribed and paid up
 equity capital increased from Rs. 587,878,450 to Rs.  592,510,560 as at
 March 31, 2011.
 
 Subsidiary Companies
 
 As on March 31, 2011, the Company has subsidiaries in
 
 the United States of America, Japan, United Kingdom, Netherlands,
 Belgium, Germany, Switzerland, Austria, India, Singapore, Thailand,
 Australia, Canada and Dubai.
 
 During the year, a step down subsidiary has been formed in USA in the
 name of NIIT Healthcare Technologies Inc.
 
 During the year, name of Room Solutions Limited a step down subsidiary
 of the Company in United Kingdom has been changed to NIIT Insurance
 Technologies Limited.
 
 Name of Softech GmbH, a wholly owned subsidiary of the Company in
 Germany has been changed to NIIT Airline Technologies GmbH.
 
 During the year, Adecco NIIT Technologies Pvt. Limited, (Adecco) a JV
 between the Company and Adecco Holding Europe B.V. was converted into a
 wholly owned subsidiary of the Company on account of acquisition of the
 remaining share capital of the JV Company.  Thereafter, the name of
 Adecco was changed to NIIT Technologies Services Private Limited
 pursuant to terms of the JV Termination Agreement. Further, the status
 of the Adecco has also been changed from Private to Public, upon
 acquisition of shares held by Adecco Holding Europe B.V. (erstwhile
 Ajilon Holding Europe B.V).
 
 As required under the Listing Agreement with the stock exchange(s) a
 consolidated financial statement of the Company and all its
 subsidiaries has been prepared and attached hereto.
 
 The Ministry of Corporate Affairs vide its letter No.
 47/139/2011-CL-III dated February 14, 2011 has advised the Company that
 it has granted a general exemption dated 08.02.2011 subject to
 fulfilment of conditions stipulated thereunder. Therefore the Company
 shall not be attaching the audited accounts of the subsidiaries to the
 annual accounts of your Company for the current year. The annual
 accounts of the subsidiary companies and related detailed information
 will be made available to any member of the Company or subsidiary
 company upon request and are also available for inspection by any
 member of the Company, during the business hours, at the registered
 office of the Company and that of the subsidiary company concerned. The
 annual accounts of the individual subsidiary companies shall also be
 made available on the website of the company.
 
 Acquisition of Healthcare business
 
 During the year the Company acquired an electronic health records and
 referral management platform to initiate a foray into the lucrative
 healthcare segment in the US. The platform called Preferr (Patient
 Referral System) enables seamless collaboration between all providers
 namely physicians, hospitals, diagnostic facilities, and laboratories.
 
 Special Economic Zone
 
 The Company has been granted approval for setting up a new SEZ Unit
 (hereinafter referred to as SEZ Unit I) in its Special Economic Zone
 (SEZ) in Greater
 
 Noida for providing Information Technology (IT)/ Information Technology
 Enabled Services (ITES).
 
 SEZ scheme provides for certain fiscal incentives in the form of
 exemption from central and state government duties & levies (customs,
 stamp duty, sales tax, service tax etc.) to the units setup in a SEZ
 for the purpose of exporting various products and services.
 
 The Company is in the process of setting up the SEZ Unit I. SEZ Unit I
 would be servicing new contracts from existing customers or new
 customers of the Company.
 
 The unit is expected to become operational in quarter ending June 2011.
 
 Further, the Company has also been granted approval to set up another
 SEZ unit (hereinafter referred to as SEZ unit II) in Greater Noida to
 consolidate the existing business of the Company. This unit is expected
 to be operational in financial year 2011-12.
 
 Corporate Social Responsibility Policy
 
 During the year, the Company adopted a CSR Policy with an objective of
 promoting learning and knowledge, improving the quality of higher
 education and learning, social trusts, energy conservation &
 anti-pollution measures, community welfare and community development
 activities etc.
 
 Postal Ballot
 
 During the year, the Company did not pass any resolution though postal
 ballot process prescribed under Section 192A of the Companies Act, 1956
 read with Companies (Postal Ballot) Rules, 2003.
 
 Corporate Governance and Management Discussion and Analysis Statement
 
 The Company is in compliance of all mandatory requirements regarding
 corporate governance as stipulated under Clause 49 of the listing
 agreement with the stock exchange(s). For the fiscal year ending 2011,
 the compliance report is provided in the Corporate Governance section
 of the Annual Report. A certificate issued by the statutory auditors of
 the Company on compliance of the conditions of Corporate Governance
 stipulated in clause 49 of the listing agreement with the stock
 exchange(s) forms part of the Corporate Governance Report.
 
 The report on Corporate Governance and Management Discussion and
 Analysis statement is provided in this Annual Report.
 
 Directors
 
 As per the provisions of the Companies Act, 1956 and Articles 67, 68
 and 69 of the Articles of Association of the Company, Mr. Vijay K
 Thadani and Mr. Amit Sharma, Directors of the Company, retire by
 rotation at the forthcoming Annual General Meeting and being eligible,
 offer themselves for reappointment.
 
 Directors Responsibility Statement
 
 As required under Section 217 (2AA) of the Companies Act, 1956, the
 Board of Directors of the Company hereby states and confirms -
 
 a) 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;
 
 b) That they have selected the accounting policies described in the
 notes to accounts, which have been consistently applied, except where
 otherwise stated and made judgements 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 or loss of the
 Company for that year;
 
 c) That they have taken proper and sufficient care for the maintenance
 of adequate accounting records in accordance with the provisions of the
 Companies Act, 1956, for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities; and
 
 d) 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 and Exports and Foreign Exchange Earnings and
 Outgo and other information forming part of the Directors Report in
 terms of Section 217(1)(e) of the Companies Act, 1956, and Rules made
 there- under
 
 - Conservation of energy
 
 The operations of the Company involve low energy consumption. However,
 adequate measures, wherever possible, have been taken to conserve
 energy. The Company is continuously evaluating new technologies and
 invests in them to make its infrastructure more energy efficient.
 
 - Technology absorption
 
 In todays world, perpetually evolving technologies and increasing
 competition define the global market space. In order to maintain its
 position of leadership, the Company has continuously and successfully
 developed innovative methods for absorbing, adapting and effectively
 deploying new technologies.
 
 - Research & Development
 
 During the year, the Company continued its research in software
 engineering. These efforts have resulted in innovative products in
 software engineering to support both maintenance and development
 projects. Expenditure on research and development is not significant in
 relation to the nature and size of operations of the Company.
 
 - Export and Foreign Exchange Earnings and Outgo
 
 The details of foreign exchange earnings and outgo are mentioned in
 Note Nos. 10 and 12 contained in the Notes to Accounts (Schedule No. 18
 ) forming part of the Balance Sheet as at March 31, 2011 and Profit and
 Loss Account for the year ended on that date.
 
 Public Deposits
 
 The Company has not accepted any fixed deposits during the year hence
 no amount of principal or interest was outstanding on the date of the
 Balance Sheet.
 
 Particular of Employees
 
 The statement of employees pursuant to Section 217(2A) of the Companies
 Act, 1956, read with the Companies (Particulars of Employees) Rules,
 1975, is annexed as annexure A hereto and forms part of this report.
 
 Auditors
 
 M/s. Price Waterhouse, Chartered Accountants, the Statutory Auditors of
 the Company, retire at the conclusion of the ensuing Annual General
 Meeting and being eligible, offer themselves for re-appointment.
 
 Auditors Report
 
 The Report of the Auditors on the Annual Accounts of your Company
 forms part of the Annual Report and is self explanatory.
 
 Export Initiatives
 
 During the year 76% of the revenues were derived from exports. The
 Company has developed a substantial direct marketing network across the
 various countries in America, Europe, Asia Pacific and Middle East.
 These offices are equipped with sales and marketing team, who market
 the services to the international clients in the respective countries.
 
 During the year the Company participated in various conferences,
 seminar and summits across the world to enhance the companys business
 growth and awareness of the services being offered to various
 prospective clients.
 
 Awards and Achievements
 
 During the year, the company bagged several recognitions at the Indian
 and global levels. Few of the most significant honours amongst all are
 mentioned herein below:
 
 - NIIT Technologies Ranked No.1 globally among IT Outsourcers in
 Datamonitors Black Book of Outsourcing 2010s Travel Industry survey.
 
 - Ranked No. 3 globally among all IT outsourcers in Datamonitors Black
 Book of Outsourcing 2010 survey.
 
 - NIIT Technologies was ranked among top 3 globally by the American
 Society for Training and Development (ASTD) in the 2010 ASTD ‘BEST
 Awards.
 
 - Ranked among the Top 10 Emerging ADM Vendors, in a Global Services
 Survey 2010.
 
 - OVUM, an independent, UK-based analyst firm recognised NIIT
 Technologies as a global organisation of adequate size and maturity,
 that could deal with the requirements of large organisations with its
 unique Managed Infrastructure Services.
 
 - Mr. Rajendra S. Pawar, Chairman and Mr. Surendra Singh, Director of
 the Company were conferred with the Padma Bhushan.
 
 - Ms. Pratibha K. Advani, Chief Financial Officer, secured the Leading
 Woman Chief Financial Offcer 2010 award, instituted by iGroup.
 
 Human Resource initiatives
 
 The Human Resource initiatives of the Company in the year continued to
 be aligned with the overall business strategy and individual career
 aspirations of staff members. The setting up of The NIIT Tech Academy
 For Future Leaders (NAFL), marked a significant milestone for our HR,
 boosting our efforts to build a robust leadership pipeline. The Academy
 will help us identify high potential leaders and groom them for
 leadership roles. Over 120 senior managers were trained and certified
 by NAFL during the year.
 
 Your Company also focused on reskilling NIITians, setting them on the
 path of continuously learning with the introduction of Remote Training
 programmes. Our GoToTraining Centre enabled NIITians to get close to a
 class room experience, while training from their desktops across
 geographies.
 
 CARE, the NIITians Assistance Programme, was yet another offering,
 which improved the overall wellbeing of staff members, leading to
 better employee productivity.  During the year, your Company
 implemented Individual
 
 Development Plans that resulted in better organisational capability
 indices. The Companys Global Sales School conducted programmes for the
 entire sales force, to build a sales culture within the Company.
 Processes and policies enabled greater involvement of NIITians in the
 execution of organisational strategy. There was a steep increase in the
 average days of training per staff member and staff coverage in
 learning initiatives. Recruitment processes too were strengthened.
 Overall, employee efficiency increased on account of job rotations,
 better career planning and a healthy work environment.  Your Companys
 ranking among ASTDs Top 3 global companies in 2010, was recognition of
 the strides it had made and the success it had achieved in the area of
 employee learning and development.
 
 Acknowledgement
 
 The Directors take this opportunity to thank all investors, business
 partners, clients, technology partners, vendors, financial
 institutions/banks, regulatory and government authorities, media and
 Stock Exchanges, for their continued support during the year. Your
 Directors place on record their appreciation of the contribution made
 by NIITians at all levels for their commendable teamwork, dedicated and
 wholehearted efforts, without which your Companys consistent growth
 would not have been possible.
 
                                       For and on behalf of the Board
                                                                 Sd/-
                                                     Rajendra S Pawar
                                                             Chairman 
                                                        DIN: 00042516
 
 Place : New Delhi 
 Dated : May 06, 2011