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InOtan overseas Bank14-15 Farm BhawanNehru PlaceNew Oelhi 110019

FaxSwiftDate

. 26435370'. 26435893'. 26432321" 2~489201'. lOBAINBBA543" 02-1~-2009

To,

Mis. NUTTechnologies Ltd.B-1/H-9 Colosseum, .Mohan Co-operative Industraal Area,Mathura Road, New Oe\hi-110044

This sanction letter contains 9 (Nine) Pages

Dear Sir(s),

Sanction Advice: Credit Facility

. . 008 We also refer to the related correspondence1, We refer to your loan appl.l~atl?ndated 3~.11,2 't aised by you I us and the consensus of theand discussions seeking clanflcatl,ons?~.vano~s POIns rterms and conditions and the credit !acilities a~nve~" . d d to this communication on termsWe have pleasure in advising sanction of credit facilities as appen eand conditions stipulated thereon. , . . . d (.) t th dAs and when you avail the said credit facilities, renewal of the limits at our option IS u~ I a e.~nof twelve months from the date of this communication or (ii) from the date of our letter, If any, advIsingrevalidation of this sanction.

Please note that :2.a. bank reserves its right to amend, alter the terms and conditions or withdraw all or any of thecredit limits sanctioned at any time at its discretion without assigning any reasons whatsoever.

2.b. the limits shall not be operative until specified documents are executed both by loanee Is andguarantorls and terms and conditions of sanction are complied with as per the requirements ofSanctioning Authority I disbursing branch (es).

2.c. the credit facility should be utilized for the specific purpose for which the same has beensanctioned and if the bank has reason to believe that you have violated, or apprehends that you areabout to violate the said conditions, the Bank shall have the option to exercise its right to recall theentire loan or any part there of at once, in addition to its right to withdraw the undrawn limits notwithstanding anything contrary contained in this Sanction Advice. It is affirmed that this right is withoutprejudice to the Bank's right to demand the Loan amount for violation of other terms and conditions ofthe sanction and I or the terms reflected in the loan I security documents to be executed by you.

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2.d. the referred credit facility is extended to you solely at the Bank's discretion. In addition to what isstated in para 2.c., the Bank reserves the right to withdraw partially / wholly or regulate such creditfacility on the occurrence of anyone or all of the following events :2.d.1. your non-compliance with terms and conditions of sanction2.d.2. indulging in drawings beyond sanctioned limits.2.d.3. issuing cheques for purposes other than specifically agreed.2.d.4. indulging in large cash withdrawals not commensurate with the requirements estimated.2.d.5. indulging in activities with are detrimental to the image / interest of the Bank viz., acts that areunlawful, malafide etc.

2.e. in terms of directives in force now or as may be modified from time to time default in repaymentof installments and / or servicing of interest for a notified period, automatically results in categorizationof all your borrowal accounts as Non Performing Asset (NPA). Such categorization renders youineligible from seeking.2.e.1. additional/ adhoc credit facilities (Fund based and / or Non- fund based).2.e.2. waiver of overdue interest.2.e.3. soft recovery measures etc.

2.f. bank is under no obligation to consider your request, if any, for additional Credit facility(ies)without a comprehensive review of the existing credit limits, operations in the accounts and pastperformance in meeting commitments such as servicing of interest charged to the loan account(s)repayment of loan installments, prompt submission of stock-statements., upkeep of records ofinventory and books of accounts, upkeep of machinery financed, honouring commitments under LC /LG promptly etc, as applicable to the purpose for which credit facility has been extended.

2.g. in the event of your borrowal account being overdrawn without prior agreement or exceeding theagreed borrowing limit or in the event of delay / non-submission of stock statement, bank shall chargeoverdue interest at the rates specified from time to time.The amount of such overdue interest debited to the loan account will find a place in the statement ofaccount received by you (presently such overdue interest is levied @ 2% per annum on the amountdue).

2.h.1.ln the case of borrowal accounts where interest rate is linked to BPLR (Benchmark PrimeLending Rate) or where fixed interest rate is specified by the Bank, changes if any, in the Bank'sBPLR and/or the spread (viz. Plus or minus percentage factor to BPLR) or fixed rate specified by theBank, shall be conveyed through Press Report or Publicity through media or a suitable 'Notice' placedin the banking hall of the branch and such mode of communication shall be construed as sufficient'Notice" to you about the revisions effected in the interest rates.2.h.2.the applicable interest rate/s will be charged with monthly / quarterly / half yearly /annual rests,or such other rates and rests as may be notified by the Bank from time to time.2.h.3.the interest will be calculated and charged as per the daily balances, to your borrowal accountlsuntil the same is fully liquidated and the interest so charged will be paid by you as per the termsagreed or as and when demanded by the Bank.

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2.i. prepayment of your borrowal accounts will be subjected to the applicable prepayment chargesand revised terms and conditions.

2.j. copies of loan documents to be executed by you for the credit facility(ies) referred herein, will beprovided at your cost, on receipt of a specific request in writing to the undersigned.

2.k. upon availment of credit facility on terms agreed, you have to produce necessary documentaryevidence for end-use and facilitate verification by the bank. As and when called for, a certificate fromyour Auditor regarding end-use of the loan availed should be produced to the bank.

2.1. change if any, in the constitution of your organization viz Reconstitution of partnership Firm orconversion of Private Limited Company into a Public Limited Company or changes in Constitution'Directors, proposals for merger' takeover etc., should be advised immediately to us in writing. TheBank has the sole discretion to accept or reject such reconstitution' conversion' changes and untilsuch time, the same will have the right to suspend the operation of the limits and in the event, thebank does not accept' recognize such reconstitution' conversion' changes, the bank will have theright to recall the entire loans, in addition to the right to withdraw the undrawn limits.

2.m. all your borrowal accounts with our branch' bank will be subjected to the application ofdisclosure norms prescribed by RBI.

2.n. this credit sanction is valid for an availment- period six months from the date of thiscommunication before which the said credit facilities are to be availed . Unless availed within theperiod of six months, this sanction requires revalidation by the Sanctioning Authority. When thenecessity for revalidation arises, you have to submit a written request - letter to the branch furnishingthe reasons for the non-availment of credit facilities even after lapse of six months from the date ofthis communication. Such request for revalidation will be evaluated by the Sanctioning Authority andthe validation of availment - period of sanction or otherwise will be communicated to you. It is to benoted that request for revalidation of sanction will be entertained only once.

2.p. your borrowaI accounts are subject to the applicability of KYC (Know Your Customer) guidelines'n terms of directives from RBI currently in force. We seek your co-operation in furnishing the requiredpersonal information , data under the requirements of KYC guidelines as and when the same issought by us.

2.q.1. In respect of Loan accounts (with Credit Limits of above Rupees Five Lacs) which are renewedwith delay, processing charges shall be collected proportionally for the period from the due date ofrenewal up to the date of actual renewal as per the schedule of charges prescribed.

2.q.2. In addition to the processing charges for the lapsed period, processing chargesshall also be collected for one year from the date of actual renewal.

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2.r. The information / data pertaining to all your borrowal accounts shall be furnished to CreditInformation Bureau of India Limited (CIBll) and other Agencies / Authorities, from time to time interms of mandatory provisions in force.

3. Guarantor/ s is/are advised to take notice that the bank shall have the right to exercise discretionwith regard to allowing the loanee to withdraw amount from the loan account over and above the limitsanctioned and the guarantee to be extended shall cover such an eventuality also.

4. This Sanction Advice is being delivered to you in duplicate. Kindly return the duplicate copy of thisSanction Advice duly signed on all pages by you as also by the guarantor/s in token of youracceptance of Credit facility / facilities sanctioned to you on the Terms and Conditions specifiedherein.

~(c~nager)

~(Asst. General Manager)(Senior Manager)

p~ NIIT TECHNO

fk~Authoris~Sianatory

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ANNEXURE TO SANCTION ENDORSEMENT DATED 02-11-2009ACCOUNT: MIS. NIIT TECHNOLOGIES lTD.

Facility limit Margin Interest SecurityConsortium lOB at 60% % v""'f,

FUND BASED LIMITS V•.v c>

Cash credit against book 75.00 45.00 25% BPLR - First Pari Passudebts (excluding specific (Rs. Seventy (Rs. Forty Five 1.00% charge on allexport receivables) Five Crores Crores Only) , Currently receivables notincluding student debtors Only) 11.00% exceeding 180upto 180 dayslWCDL (Enhanced with dayswith minimum maturity of (Enhanced from Rs.24.00 minimum15 days. from Rs. 40.00 crores) of 11.00%

crores)a) SUBLIMIT OF CC: (75.00) (45.00) 25% As per First pari-PassuUnsecured Pre-shipment extant charge oncredit for servicing export (Rs. Seventy (Rs. Forty Five guidelines softwareorders from direct clients Five Crores Crores Only) package meant& wholly owned Only) (Enhanced for exportsubsidiaries I joint (Enhanced from Rs.6.00ventures against export from Rs.10.00 crores)orders up to 180 days for crores)procurement of softwareetc. including PCFC.b)) Post shipment credit (75.00) (45.00) NIL As per CO Documents ofby way of circulars title to goods /FDDBP/FDUBD on DP I (Rs. Seventy (Rs. Forty Five accepteddrawn on direct clients Five Crores Crores Only) hundiesand wholly owned Only) (Enhancedsubsidiaries/JVs, (Enhanced from Rrs.20.00purchased on DPIDA from Rs.20.00 crores)terms upto 180 days, crores)NON LC's includingRDBF/RUBFc) Cheques / drafts (10.00) (6.00) 10% As per CO Nilpurchase circulars(Inland/Foreign) (Rs. Ten Crores (Rs. Six Crores

! Only) Only)(Renewal) (Renewal)

(2.50) (1.50) 10% BPLR - Registeredd) Supply bills drawn on (Rs. Two Crores (Rs. One Crore 1.00%, I POA, deliveryreputed corporate clients Fifty Lacs Only) Fifty Lacs Only) Currently challansfor a period up to 180 (Renewal) (Renewal) 11.00%days, supported by copy withof invoices, delivery minimumchallans and registered of 11.00%power of attorney.Sub Total: Fund Based 75.00 45.00

.~'''''--:-"-~-:' - .', ::-~'.~'.." .. -',-'-~-.... .

6

Facility LimitConsortium lOB at 60%

Margin%

Interest Security

NON FUND BASEDLIMITSLetter of guarantee:Financial Iperformance towardssecurity deposits !Advance payments !Earnest money!statutory paymentsincluding customslexcise etc., and LGsissued on behalf ofNIIT TechnologiesLtd.'s subsidiaries fora period up to 6 years(Excluding graceperiod)Sub Limit 1 of LGa). Shipping guarantee

Limit for goods to beCovered both under

LCINon LC, DAiDP for aPeriod up to 180

days.Sub-Limit 2 of LG

I b). Letter of Credit(Inland

& Foreign) on DPIDA terms forprocurement of

software packages,hardware meant forbusiness solutions,

ownconsumption andresale.

Sub Total Non Fund

Forward Sale!Purchase Contract

50.00(Rs. Fifty

Crores Only)(Reduced from

Rs.60.00crores)

(5.00)(Rs. Five Crores

Only)(Renewal)

(50.00)(Rs. Fifty Crores

Only)

(Enhancedfrom Rs.10

crores)

50.00

USD 300Million

30.00(Rs. Thirty

Crores Only)(Reduced from

Rs.36.00crores)

(3.00)(Rs. Three

Crores Only)(Renewal)

(30.00)(Rs. Thirty

Crores Only)

(Enhancedfrom Rs. 6

crores)

30.00

USD 40.80Million (Rs.

197.80 Crores)

5%

5%

DPLC10.00%

DALC15.00%

(**)

(**)

(#)

Subject tocomplianceof variousguidelinesin force.

Counterguarantee ofthe company&First Pari Passucharge oncurrent assets.

-Do-

Documents oftitle to goods Iacceptedhundies & FirstPari PassuCharge oncurrent assets.

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(#) Commission on LC• Inland LCs 0.20% per quarter flat covering both commitment and usuance charges and

retirement charges at 0.15%• FLC as per guidelines

(**) Commission on LG• Flat rate of 1% p.a. for LGs upto Rs.1.00 crore.• For single LGs of value above Rs.1 crore: On first Rs.1 crore 1% p.a., for amount over

and above Rs.1 crore 0.25% p.a. with permission to pay the commission for a minimumperiod of 2 quarters.

The company is permitted to avail unutilized portion of Fund Based Limits by way of Non-FundBased limits in addition to th existing sanctioned non fund-based limits and not vice versaonly to the extent of surplus drawing power available in cash credit, without exceeding totalsanctioned limit.

~(Chief Manager)

~(Asst. General Manager)(Senior Manager)

Terms & Conditions: -

1. The entire credit facilities of the Company shall be collaterally secured by 2nd charge on blockassets of the Company along with other working capital lenders on Pari Passu basis.

2. The bank will take search report on yearly basis and keep on record.

3. The receivables statement should be submitted every month indicating age wise break upof debtors. The age of debtors more than 180 days shall not be included for arriving DP.The debtor's statement should be certified by Statutory Auditor of the Company once in aquarter.

4. Receivables arising out of genuine trade transactions to wholly owned subsidiaries I jointventures, other than those financed through export credit limits, may also be taken intoaccount to arrive at the drawing power for CC limits I WCDL.

5. In case of no utilization of limits below the tolerance level of 80%, applicable commitmentcharges will be levied. The commitment charges at applicable rates will also be recoveredfor earlier years with arrears.

6. The company is permitted to take LG with a maximum validity period upto six year.

7. Overdue interest @ 2.00% over and above the stipulated rate for non-submission of OIS,audited financial statements, inadequate drawing power, default / delay in submission of bookdebt statement, default / delay in payment of interest will be charged.

f...·...•.\\,-A."~.

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8. QIS forms are to be submitted as per guidelines in force.

9. Processing Charges are waived.

10. Necessary charges to be created/modified with Registrar of companies within theprescribed time and search certificate to be submitted fro branch records.

11. Inspection of stocks of software packages/course ware material, process of various orderswill be done once in three months.

12. Company shall submit copy of resolution passed in general body meeting regardingborrowing powers of the company.

13. All the prime and collateral security to be insured for full value with banks clause.

14. Transit period insurance for goods under LC should be obtained. It is also advised toobtain cover all foreign exchange transactions.

15. The Company shall declare that its present directors / relatives of directors are notdirectors of other Banks including directors of Scheduled, Co-operative Banks, directors ofsubsidiaries / Trustees of Mutual Funds / Venture Capital Funds. In the event of anyoneas above becoming directors as above, the Company to declare the development to ourbank.

16. The Company shall declare that it's Directors, Guarantors or associated Companies arenot listed in RBI's Defaulter or Willful Defaulters list or CIBIL list of defaulters. In the eventof their name figuring in the RBI defaulters list / Willful Defaulters lust or CIBIL list theCompany to undertake to remove the Directors from its board.

17. The Company / Guarantors shall sign Consent Cum Authority letters in the banksprescribed format for disclosure of information to CIBIL.

18. Any variation in key Parameters exceeding 10% between the provisional figures & AuditedFinancial Statement will be referred to the sanctioning authority.

19. The company/directors/partners should furnish a declaration in respect of pending courtcases/disputes as per RBI norms'

20. Joint documentation will be done before the release of limits.

21. Tic up of the entire exposure both fund based & Non fund based should be completedbefore release of the limit.

22. The company to obtain & submit credit rating from ECRA for the entire bank finance bothFund based and Non fund based (including the proposed enhanced credit limits) before31.12.2009.

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23. All the applicable terms and conditions as applicable to such type of advances are to becomplied from time to time.

:;'h~(Senior Manager) (~ (Asst. General Manager)

Signature of all borrowers Signature of all guarantors

Acknowledgement:We are thankful to the bank for providing clarifications sought by us regarding this sanction. We are fullysatisfied with and accepted the terms and conditions of sanction of the credit facilities stipulated above bythe bank as the same were arrived at by consensus after discussions and receiving clarifications.

.·:·:~:0;\''':;' \

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L....---..•.••.......AuthoriseSiinatory