1.  CONTINGENT LIABILITIES: -
 
 a) Guarantees issued by bankers outstanding at the end of accounting
 year Rs. 84,186,387/- (Previous Year Rs.  37,717,022/-).
 
 b) Guarantees to banks against lines of credit sanctioned to wholly
 owned overseas subsidiaries Rs.833,424,569/- (Previous Year Rs.
 795,815,380/-). Amount outstanding against this guarantee is Rs.
 71,092,970/- (Previous Year Rs. 204,223,338/-).
 
 c) Guarantees on behalf of wholly owned overseas subsidiaries Rs.
 1,419,493,578/- (Previous Year Rs. 516,907,350/-).
 
 d) Claims against the Company not acknowledged as debts Rs. 6,230,000/-
 (Previous Year Rs. 6,230,000/-).
 
 e) Income Tax demand of Rs. 95,297,958/- (Previous Year Rs.
 37,332,318/-). Against this, the Company has deposited a sum of Rs.
 20,000,000/- under protest. (Previous Year Rs. 20,000,000).
 
 2.  Estimated amount of contracts remaining to be executed on capital
 account (net of advances) not provided for Rs. 309,849,136/- (Previous
 Year Rs. 286,310,956/-).
 
 3.  Micro and Small scale business entities :
 
 There are no micro and small scale enterprises, to which the Company
 owes dues, as at 31st March 2011.  This information as required to be
 disclosed under the Micro, Small and Medium enterprises Development
 Act, 2006 has been determined to the extent such parties have been
 identified on the basis of information available with the Company.
 
 4.  a) Working capital limits of Rs. 12,500 Lacs (Previous Year Rs.
 10,000 Lacs) are secured by a first charge on the book debts of the 
 Company and by a second charge on movable assets of the Company. The 
 Company has not utilized the fund based limit as at the year-end 
 (Previous Year Rs. Nil).
 
 b) Vehicle loans from banks are secured by way of hypothecation of the
 vehicles financed.
 
 5.  Interest received are gross of tax deducted at source of Rs.
 3,959,067/- (Previous Year Rs. 4,288,919/-).
 
 6.  Expenses during the year are net of recoveries towards common
 services at cost from domestic subsidiaries amounting to Rs.
 23,181,667/- (Previous Year Rs. 20,809,846/-).
 
 7.  The Companys domestic subsidiary NIIT GIS Limited has declared
 dividend of which Rs.120,983,596/- (Previous Year Rs. 44,496,885/-) is
 receivable by the Company in respect of which dividend distribution tax
 would be paid by the subsidiary. In terms of provisions of sub-section
 1A of section 115 O of the Income Tax Act, 1961 dividend distribution
 tax is payable by the Company on the amount being excess of dividend
 proposed by the Company over the dividend receivable by the Company
 from its subsidiary.
 
 8.  The profit on sale of investments includes Rs. 7,881,452/-
 (Previous Year Rs. Nil) on sale of units of mutual funds held as
 investment for a period of more than 12 months.
 
 9. DETAILS RELATING TO OPENING STOCK, PURCHASES, REVENUE AND CLOSING
 STOCK
 
 a) The Company is engaged, inter-alia, in the production and
 development of computer software. The production and sale of such
 software cannot be expressed in generic unit. Hence, it is not possible
 to give quantitative details as required under paragraph 3 and 4C of
 Part II of Schedule VI of the Companies Act, 1956.
 
 b) The details relating to value of traded items are as under:
 
 The Company deals in a number of software and hardware items whose cost
 and selling price vary for different items. The revenue from the
 different kind of software and their related costs individually
 constitute less than 10% of the turnover and costs of the Company
 respectively. Accordingly, no quantitative information relating to
 software and hardware traded is being given disclosed or furnished.
 
 c) Revenue includes income from software development and related
 services of Rs 5,892,663,083/- (Previous Year Rs. 4,895,324,295/-).
 
 10. RELATED PARTY TRANSACTIONS AS PER ACCOUNTING STANDARD 18:
 
 A.  Related party relationship where control exists: Subsidiaries
 
 1.  NIIT GIS Ltd, India
 
 2.  NIIT SmartServe Ltd, India
 
 3.  NIIT Technologies Services Ltd, India (Erstwhile Adecco NIIT
 Technologies Limited) ( Subsidiary with effect from 1st April 2010)
 
 4.  NIIT Technologies Ltd, United Kingdom
 
 5.  NIIT Technologies BV, Netherlands ( Held by NIIT Tech, UK)
 
 6.  NIIT Technologies NV, Belgium ( Held by NIIT Tech BV, Netherlands)
 
 7.  NIIT Technologies Pte Limited, Singapore
 
 8.  NIIT Technologies Ltd, Thailand ( Held by NIIT Tech, Singapore)
 
 9.  NIIT Technologies Pty Ltd, Australia ( Held by NIIT Tech,
 Singapore)
 
 10. NIIT Technologies K.K., Japan ( Held by NIIT Tech, USA)
 
 11. NIIT Technologies GmbH, Germany
 
 12. NIIT Technologies AG, Switzerland ( Held by NIIT Tech GmbH,
 Germany)
 
 13. NIIT Technologies AG, Austria ( Held by NIIT Tech, Switzerland)
 
 14. NIIT Technologies Inc, USA
 
 15. NIIT Insurance Technologies Limited, United Kingdom ( Erstwhile
 ROOM Solutions Limited) ( Held by NIIT Tech, UK)
 
 16. NIIT Airline Technologies GmbH, Germany (Erstwhile Softech GmbH)
 
 17. NIIT Technologies FZ LLC, Dubai
 
 18. NIIT Technologies Limited, Canada
 
 19. NIIT Healthcare Technologies Inc., USA ( Held by NIIT Tech Inc,
 USA) wef 9th December 2010
 
 B.  Other related parties with whom the Company has transacted:
 
 a) Parties of whom the Company is an associate and its subsidiaries:
 
 - NIIT Limited, India (Through its subsidiary, Scantech Evaluation
 Services Ltd, India)
 
 - NIIT USA Inc., USA
 
 - Evolve Services Limited, India
 
 b) Key Managerial Personnel
 
 - Rajendra S Pawar
 
 - Vijay K Thadani
 
 - Arvind Thakur
 
 c) Parties in which the Key Managerial Personnel of the Company are
 interested:
 
 - Naya Bazar Novelties Pvt. Ltd., India
 
 - NIIT Institute of Information Technology, India
 
 Notes:
 
 1.  Figures in parenthesis represent previous years figure.
 
 2.  Transactions in purchase of Fixed Assets for the year with;
 
 NIIT Technologies Services Ltd.Rs.23.03 Lacs (Previous year Rs.Nil)
 NIIT GIS Ltd Nil (Previous year 1.13Lacs)
 
 3.  Includes transactions in Sale of Fixed Assets for the year with;
 NIIT Limited Rs Nil (Previous year Rs.5.55Lacs)
 
 4.  Includes transactions in Rendering of Services for the year mainly
 with;
 
 * NIIT Technologies Inc USA Rs. 34,945.79Lacs (Previous year Rs.
 30,807.78Lacs)
 
 * NIIT Technologies Ltd, UK Rs 8,096.06Lacs (Previous year Rs.
 9,225.72Lacs) NIIT Limited Rs 93.45 Lacs (Previous year Rs. 83.85Lacs)
 
 * includes revenue from revision in rates based on an independent
 transfer pricing study.
 
 5.  Includes transactions in Receiving of Services for the year mainly
 with; NIIT (Thailand) Ltd Rs Nil (Previous year Rs.10.03 Lacs)
 
 NIIT SmartServe Limited Rs.Nil (Previous year Rs 15.75Lacs)
 
 NIIT Limited Rs 298.84Lacs (Previous year Rs.39.75Lacs)
 
 NIIT Technologies Pte Ltd. Singapore Rs. 107.12Lacs (Previous year Rs.
 Nil)
 
 NIIT GIS Ltd Rs 39.03Lacs (Previous year Rs. 112.14Lacs)
 
 6.  Includes transactions in recovery of expenses by the Company for
 the year mainly with; NIIT GIS Ltd Rs 233.09Lacs (Previous year
 161.09Lacs)
 
 NIIT SmartServe Limited Rs.18.37Lacs (Previous year Rs 10.28Lacs) NIIT
 Technologies Ltd, UK Rs.131.43Lacs (Previous year Rs138.62Lacs) NIIT
 Limited Rs 52.37Lacs (Previous year Rs. 3.50Lacs) NIIT Technologies Inc
 USA Rs.229.58Lacs (Previous year Rs. 230.89Lacs)
 
 7.  Includes transactions in recovery of expenses from the Company for
 the year mainly with; NIIT SmartServe Limited Rs 196.07Lacs (Previous
 year Rs. 98.16Lacs)
 
 NIIT Limited Rs 108.65Lacs (Previous year Rs. 52.07Lacs)
 
 NIIT USA Inc Rs 149.28Lacs (Previous year Rs.219.88Lacs)
 
 NIIT Technologies Inc Rs.412.45Lacs (Previous year Rs. 1278.67Lacs)
 
 8.  Includes transactions in donation made for the year mainly with;
 
 NIIT Institute of Information Technology Rs 500.00Lacs (Previous year
 Rs. Nil)
 
 9.  Includes transactions in sale of goods made for the year mainly
 with; NIIT Technologies Services Ltd.Rs.5.32 Lacs (Previous year
 Rs.Nil)
 
 10. Includes transactions in Investments made for the year mainly with;
 NIIT Airline Technologies GmbH Rs Nil (Previous year Rs.595.60Lacs)
 NIIT Technologies Services Ltd.Rs.61/- (Previous year Rs.Nil)
 
 11. Transactions in Loans Given for the year with;
 
 NIIT Institute of Information Technology Rs Nil(Previous year Rs.
 2500.00Lacs)
 
 12. Transactions in loans given received back for the year with;
 
 NIIT Airline Technologies GmbH Rs Nil (Previous year 218.51Lacs)
 
 13. Transactions in interest received for in the year with;
 
 NIIT Airline Technologies GmbH Rs.Nil (Previous year Rs.7.25Lacs)
 
 NIIT Institute of Information Technology Rs 300.00 Lacs (Previous year
 Rs. 0.82Lacs)
 
 14. Remuneration of:
 
 Mr. R S Pawar – Rs.150.59Lacs (Previous year Rs.94.57Lacs) Mr. Arvind
 Thakur – Rs.342..26Lacs (Previous year Rs.170.11Lacs) Mr. Vijay K
 Thadani – Rs.8.20Lacs (Previous year Rs.6.20Lacs)
 
 15. Includes transactions in other income for the year mainly with;
 NIIT GIS Limited Rs 48.53Lacs (Previous year Rs.33.88Lacs) NIIT
 SmartServe Ltd Rs 25.83Lacs (Previous year Rs.20.29Lacs)
 
 NIIT Technologies Ltd, UK Rs 36.46Lacs (Previous year Rs.47.54Lacs)
 NIIT Technologies Inc USA Rs.39.43Lacs (Previous year Rs.29.34Lacs)
 NIIT Limited Rs. 45.00 Lacs ( Previous year Rs. Nil)
 
 16. Includes transactions in other expenses for the year mainly with;
 Naya Bazaar Novelties P Ltd Rs.6.88Lacs (Previous year Rs.4.40Lacs)
 
 #Total of Rs. 6.88 Lacs includes reversal for expense of earlier year,
 Rs 0.32 Lacs Naya Bazaar Novelties P Ltd Rs.4.40Lacs (Previous year
 Rs.2.75Lacs)
 
 16. During 2009-10, the Company had granted unsecured loan of Rs.2,500
 Lacs to NIIT Institute of Information Technology, a society registered
 under Society Registration Act, 1860 (referred to as Borrower). The
 Borrower has set up a University named as NIIT University (NU) as a
 private University at Neemrana, District Alwar, Rajasthan in accordance
 with the Guidelines for the Establishment of Private University by a
 separate Act issued by Government of Rajasthan. This loan repayment
 term has been extended for a period of 6 months with the same terms and
 conditions.
 
 17. Employee Benefits
 
 a) Defned Contribution Plans
 
 Company makes contribution towards Provident Fund, Superannuation Fund
 and Pension scheme to the defined contribution plans for eligible
 employees,
 
 b) Disclosure in respect of defined benefit plans in accordance with
 Accounting Standard 15 (Revised) Employee Benefts
 
 - Provident Fund:
 
 (a) In respect of Companys obligation towards guaranteed returns on
 Provident Fund Contributions made to the NIIT Technologies Limited
 Employees Provident Fund Trust established by the Company, the
 Companys obligation has been actuarially determined. As per actuarys
 report the interest earnings and cumulative surplus of Trust are less
 than the statutory requirement and accordingly the additional liability
 of employer on account of interest shortfall are provided for in the
 books.
 
 (b) The Company made defined contribution to Regional Provident Fund
 Commissioner (RPFC) from 1st October 2005 till 29th February 2009 in
 respect of Provident Fund. The Company has transferred these
 contributions along with the interest from RPFC to NIIT Technologies
 Limited Employees Provident Fund Trust. The Company does not have any
 further obligation in this respect.
 
 v.  Investment details of plan assets:
 
 The Plan assets are maintained with Life Insurance Corporation Gratuity
 Scheme. The details of investment maintained by Life Insurance
 Corporation are not available with the Company and have not been
 disclosed.
 
 The estimates of future salary increases considered in actuarial
 valuation take account of inflation, seniority, promotion and other
 relevant factors such as supply and demand in the employment market.
 
 18. The Company and Joint Venture partner Adecco Holding Europe BV,
 Netherlands had signed an agreement on April 26th, 2010 replacing the
 erstwhile joint venture agreement which provided for amongst others,
 the transfer of entire shareholding held by joint venture partner to
 the Company. During the year, the Company has acquired 2,500,000 shares
 held by Joint Venture partner in the Joint Venture Company for a
 nominal value and thereby making it a wholly owned subsidiary of the
 Company.
 
 19. The dominant source of risk and returns of the enterprise is
 considered to be the business in which it operates viz – software
 solutions. Being a single business segment Company, no primary segment
 information is being provided. The secondary segment information as per
 Accounting Standard 17 Segment Reporting in relation to the
 geographies is as follows:
 
 20. Income Tax
 
 a) Current Income Tax
 
 (i) The Company pays taxes on income under the Indian Income Tax
 Regulations and under the US tax regulations in respect of its India &
 US operations respectively.
 
 (ii) As regard Indian Income Tax, the Company avails deduction under
 the provisions of Section 10B of the Income Tax Act, 1961 available to
 export oriented unit registered with Software Technology Parks of
 India.  The current tax charge for the year includes charge in respect
 of Indian Income Tax of Rs 2,249 Lacs after adjusting relief in
 relation to income taxes payable in United States to the extent of
 Rs.203 Lacs. It further includes Rs. 10 lacs relating to Financial Year
 2008-09 and Rs. 30 Lacs relating to Financial Year 2009-10 recognized
 in fling of tax return. The current tax under Indian Income tax relates
 to Minimum Alternate Tax (MAT) as per the provisions of Section 115JB,
 part of which amounting to Rs. 1,047 Lacs (Previous Year Rs. 1,269
 Lacs), is expected to be recovered in future years and the same has
 been recognized as MAT credit entitlement in these accounts.
 
 (iii) The current tax charge includes tax payable under the US income
 tax regulation of Rs. 589 Lacs (Previous Year Rs. 477 Lacs).
 
 b) Deferred Tax
 
 Note:
 
 1.  Deferred tax assets and liabilities above have been determined by
 applying the income tax rates of respective countries. Deferred tax
 assets and liabilities in relation to taxes payable under different tax
 jurisdictions have not been offset in financial statements.
 
 2.  Amount of Rs. 691 Lacs is net of exchange fluctuation of Rs. 5 Lacs
 relating to deferred tax assets created for US Branch operations.
 
 24. LEASES
 
 All operating leases entered into by the Company are cancelable on
 giving a notice of 1 to 3 months. Aggregate expenditure in respect of
 operating lease amounts to Rs. 151,856,323/- (Previous year Rs.
 150,239,835/-).
 
 25. EMPLOYEE STOCK OPTION PLAN:
 
 (i) The Company established NIIT Technologies Stock Option Plan 2005
 (ESOP 2005) in the year 2005-06 and the same was approved at the Annual
 General Meeting of the Company on 29th July 2004. The plan was set up
 so as to offer and grant for the benefit of employees of the Company
 and its subsidiaries, who are eligible under Securities Exchange Board
 of India (SEBI) Guidelines (excluding promoters), options of the
 Company in aggregate up to 3,850,000 options under ESOP 2005, in one or
 more tranches, and on such terms and conditions as may be fixed or
 determined by the Board in accordance with the provisions of law or
 guidelines issued by the relevant authorities in this regard. As per
 the plan each option is exercisable for one equity share of face value
 of Rs 10 each fully paid up on payment to the Company for such shares
 at a price to be determined in accordance with ESOP 2005. SEBI has
 issued the Employees Stock Option scheme and Employee Stock Purchase
 Scheme Guideline, 1999 which is applicable to the above ESOP 2005.
 
 The Company granted option in eight Grants, out of the same grant I and
 II has been fully exercised / lapsed.
 
 Note:
 
 Opening balances of Grant III for 7,904 shares and IV for 15,000 shares
 are restated for one of our employees.
 
 During the year, the Compensations / Remuneration Committee at its
 meetings held on July 19, 2010 has approved issue of 74,000 options
 (Grant-VI), on October 18,2010 has approved issue of 86,000 options
 (Grant VII) and on January 18, 2011 has approved issue of 50,000
 options out of the option under ESOP 2005, to Managerial Personnel of
 the Company / Subsidiaries.
 
 The assumptions used by the independent valuer for determination of
 fair value as per the Black & Scholes model is as follows:
 
 a) Market price considered is the latest available closing price, prior
 to the date of the Grant.
 
 b) Exercise price is the price payable by the employees for exercising
 the option.
 
 c) As the life of the option is greater than one year there is
 considerable difficulty in estimating the amount and time of future
 dividend payouts with certainty, hence future dividend payout have not
 been incorporated in the valuation analysis.
 
 d) Volatility - Variance in the stock price is considered as 10% (for
 Grant I) , 51.13% ( for Grant III) , 65.62% (for Grant IV), 66.12% (for
 Grant V Tranche I), 64.75% ( for Grant V Tranche II), 62.07% (for Grant
 VI Trache I), 62.04% (for Grant VI Trache II), 51.67% (for Grant VII
 Trache I), 58.87% (for Grant VII Tranche II), 49.48% (for Grant VIII
 Tranche I) and 58.73% (for Grant VIII Tranche II) is based on
 historical volatility in the share price movement of the Company and
 four other comparable companies.
 
 e) Average life of the options is considered to be 2.5 Years for Grant
 I, Grant III, Grant IV, Grant V Tranche I, Grant VII Tranche I and
 Grant VIII Tranche I, 3.5 years for Grant V Tranche II, Grant VII
 Tranche II and Grant VIII Tranche II, 2.75 Years for Grant VI Tranche I
 and 3.75 Years for Grant VI Tranche II.
 
 f) Risk less interest rate has been assumed at 7% (Grant I), 7.93 %
 (Grant III), 9.24% (Grant IV), 6.83% (Grant V Tranche I), 7.01% (Grant
 V Tranche II), 6.72% (Grant VI Tranche I), 7.01% (Grant VI Tranche II),
 7.31% (Grant VII Tranche I), 7.61% (Grant VII Tranche II), 8.11% (Grant
 VIII Tranche I) and 8.07% (Grant VIII Tranche II) based on long term
 government bonds of ten year residual maturity.
 
 (ii) Other information regarding employee share based payment is as
 below:
 
 a) Figures in parenthesis represent previous years figure.
 
 b) For impact on Basic and Diluted earning Per Share, had fair value of
 the option been used for determining Employee Stock Option Plan
 expense, refer note 21 above.
 
 c) During the period Nil expenses accounted based on intrinsic value of
 the option as all the options were issued at market price only.
 
 26. Derivative Financial instruments:
 
 The Company is exposed to foreign currency fluctuations on foreign
 currency assets / liabilities, forecasted cash flows denominated in
 foreign currency. The use of derivatives to hedge foreign currency
 forecasted cash flows is governed by the Companys strategy, which
 provide principles on the use of such forward contracts and currency
 options consistent with the Companys Risk Management Policy. The
 counter parties in these derivative instruments are banks and the
 Company considers the risks of non-performance by the counterparty as
 non-material. The forward foreign exchange/option contracts mature
 between 1 to 17 months and the forecasted transactions are expected to
 occur during the same period. The Company does not use forward
 contracts and currency options for speculative purposes.
 
 27. Previous year figures have been regrouped / recast wherever
 necessary to conform to current years classification.