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Directors Report of NIIT Ltd.

Mar 31, 2016

The Directors take pleasure in presenting the 33rd Annual Report along with the Audited Financial Statements for the Financial
Year ended March 31, 2016.

Financial Highlights

The highlights of your Company''s Financial Results for the Financial Year April 1, 2015 to March 31, 2016 are as follows:

(Rs. Mn.)

NIIT Limited-Group NIIT Limited
(Consolidated) (Standalone)

Particulars

FY FY FY FY

2015-16 2014-15 2015-16 2014-15

Net Sales (Income from 10,069 9,574 3,815 3,486
operations)

Other Income 76 131 404 369

Total Income 10,145 9,705 4,219 3,855

Total Expenditure 9,595 9,489 3,952 3,703

Profit before
depreciation 550 216 267 152

and taxes

Depreciation and
Amortization 492 1,073 282 431

Exceptional Items (Net) 16 (803) 22 (848)

Net tax provision 37 12 6 34

Net profit/ (loss) before

share of Associates'' Profit & 37 (1,671) 1 (1,161)
Minority Interest
Share of Associates'' Profit 635 286 - -
and Minority Interest

Net Profit/(Loss) 672 (1,385) 1 (1,161)

Basic EPS (Rs.) 4.07 (8.39) 0.01 (7.03)

Diluted EPS (Rs.) 4.01 (8.39) 0.01 (7.03)


During the year, your Company''s consolidated income from operations was Rs. 10,069 million as against Rs. 9,574 million in the
previous year and Net Profit (after Share of Associates'' Profit and Minority Interest) Rs. 672 million as against loss of Rs.
1,385 million in the previous year.

The income from operations for the year under review for the Company on a Standalone basis was Rs. 3,815 million as compared to
Rs. 3,486 million in the previous year and Net profit of Rs. 1 million as against the loss of Rs. 1,161 million in the previous
year.

Business Operations

The growth momentum continued in the Corporate Learning business. In the corporate training market your Company continues to
focus on Managed Training Services (MTS). Revenue from Corporate Learning Group (CLG) grew 16% year-on-year, driven by strong
momentum in MTS, which was up 12% as compared to the previous year. This was achieved despite headwinds due to sharp decline in
commodity prices which impacted decision making in certain sectors including the Energy Sector. NIIT added 7 new global MTS
customers in FY16 including 4 in Q4 FY16. As on March 31, 2016 the company had 31 MTS customers, with a revenue visibility of USD
200 million over the balance period of existing contracts. The business achieved EBITDA margin of 12%. Operating profit (EBITDA)
was up 17% year-on-year. CLG contributed 56% to the total consolidated revenue of NIIT.

Your Company benefited from the comprehensive business transformation program undertaken by business in previous year which
included a review of the entire portfolio of businesses, geographies and products with the objective of exiting low margin and
low volume products, capital intensive businesses and sharpen focus on asset - light, high-return and growth- oriented offerings.
The Individual Learning business and Skill Building business operations were combined into a single Skills & Careers Group (SNC).
This transformation program helped the company to return to growth and achieve positive EBITDA margin in FY16.

This was achieved despite continuing headwinds in the IT sector hiring in India. The company had responded to the headwinds in
the business by focusing on growing its Beyond-IT portfolio of offerings. The contribution from Beyond-IT portfolio of courses
increased to 40% in FY16 as compared to 33% last year with a 23% increase in revenue as compared to the previous year. The
business achieved robust growth in revenue from International markets and in B2B offerings in India as a result of sharper focus
and realignment of operations. In addition, new transformation initiatives launched during the year including StackRoute and
NIIT.tv received encouraging response from the market.

Overall, the revenue achieved by the Skills & Careers business grew 1% year-on-year versus a decline of 18% in FY15. Significant
growth was achieved on a reduced capacity versus last year.

The business had a positive 2% EBITDA margin as compared to negative 5% EBITDA margin in FY15, an improvement of 698 basis
points. The Skills & Careers business contributed 33% to NIIT''s consolidated revenue.

In the School Learning Business, the company continues to stay away from capital intensive and capex-driven business models.
While this impacted the overall revenue and margins, the company continues to improve its liquidity and capital efficiency. The
focus for the School Learning Group (SLG) is on growing the asset-light, IP-driven product offerings. In FY16, revenue from SLG
declined 25% year-on-year. The business had 2% EBITDA margins for the year and contributed 11% to NIIT''s revenues for FY16.

On an overall basis, NIIT achieved revenues of Rs. 10,069 million, a growth of 5% as compared to the previous Financial Year. The
strong growth in Corporate Learning and turn around in Skills and Careers Business helped to overcome planned ramp down of
revenue from government schools. EBITDA was Rs. 712 million as compared to Rs. 442 million last year (excluding one-time
transformation charge in FY15).

Future Plans

The Company continues to focus on an asset light, technology intensive and IP driven business opportunities. In the Corporate
Learning Business, the Company expects to continue growth momentum driven by strong demand for outsourcing of training to
specialist training companies.The Company has started the new Financial Year with robust pipeline of MTS opportunities.

In the Skills and Careers Business, softness in hiring of IT graduates is expected to continue in the short term and would impact
enrolments. However, the increasing trend of digitization across industries and disruption of traditional industries by
start-ups is driving demand for Digital skills. NIIT has kicked off a program of Digital transformation of its portfolio of
courses to align with increasing demand of such courses. In addition, in the medium to long term, your company plans to transform
training delivery from brick and mortar centres to a multi-modal, multi-channel delivery modal involving a greater proportion of
delivery online.

NIIT will continue to defocus capex driven business and exit capital intensive government schools. The company believes that
there is a large opportunity in the K-12 market and plans to leverage existing operations in the schools to offer comprehensive
managed services to schools as well as offer products and services to students outside school through digital channels

Dividend

Your Directors have not recommended any Dividend for the year under review.

Transfer to Reserves

Your Company has not transferred any sum to the General Reserve.

Awards and Accolades

During the year, the NIIT Brand received accolades from across the world recognizing and commending various aspects of the
Company. Some of them are isted below:

- NUT has been featured as ''India''s Most Trusted Education Brand, 2016'' by Brand Trust Report for the fourth consecutive year.

- NUT has been awarded the ''Best Innovation Brand'' in the Education sector at the ASSOCHAM National Brand Summit & Excellence
Awards 2016

- NUT has been featured as the ''Most Respected Education Company, 2016'' by Business World

- NIIT.tv - a disruptive innovation by NUT Limited has been awarded the ''Best online education platform'' at the Indian Education
Awards 2016 organized by Franchise India, India''s leading Franchising publication

- NUT Yuva Jyoti has been recognized as the ''Best Institute - Innovation, 2016'' by ASSOCHAM

- NUT USA received 8 ''Brandon Hall Group Excellence Award 2015'' jointly with Shell, GE, MetLife, Zurich North America and
Westfield nsurance.

- NUT USA has been ranked among Training!ndustry. com''s 2016 Top 20 Companies in Content Development - for the sixth consecutive
year.

- NUT USA has been ranked among Training!ndustry. com''s 2016 Top 20 Companies in Training Outsourcing - for the ninth
consecutive year.

- NUT USA has been ranked among Training!ndustry. com''s 2015 Top 20 Companies in Gamification - for the second consecutive year.

- NUT USA has been ranked #22 Gold LearningElite member in the CLO Learning Elite 2016 list, Chief Learning Officer magazine''s
prestigious program that honors the best organizations for learning and development

- NUT was conferred with two prestigious awards at ''The 5th Indian Education Awards 2015'' organized by Franchise India. The
company won the coveted Best Vocational Institute for Banking, Finance & Insurance award for NIIT Institute of Finance Banking &
Insurance Training Ltd (IFBI) The prestigious Best Innovative Learning Tool award was presented to NIIT Nguru MathLab Plus.

- NUT Limited has been awarded the ''Franchisor of the Year Award 2015,'' under the category ''Vocational & Skill Development
Training Institute'' by Franchise India, India''s leading Franchising publication

Changes in Capital Structure

Pursuant to the composite Scheme of Arrangement under the provisions of Section 391 and 394 of the Companies Act, 1956 between
NIIT Limited, Evolv Services Limited, Scantech Evaluation Services Limited, NIIT Online Learning Limited and MindChampion
Learning Systems Limited (Formerly known as Hole- n-the-Wall Education Limited) and their respective shareholders and creditors,
which was approved by the Hon''ble Delhi High Court vide its Order pronounced on May 08, 2015 and which became effective from May
23, 2015 on filing the certified copy of High Court Order with the Registrar of Companies, NCT of Delhi and Haryana, and was
applicable from April 01, 2014 ("the Appointed Date"), the Authorized Share Capital of the Company was increased to Rs.
1,386,000,000/- comprising of 150,000,000 Equity Shares of Rs. 1/- each, 250,000,000 Equity Shares of Rs. 2/- each, 13,600,000
Equity Shares of Rs. 10/- each, 350,000,000, 8.5% Cumulative Redeemable Preference shares of Rs. 1/- each and 2,500,000
Redeemable Preference Shares of Rs. 100/- each

During the year, the Company has consolidated 150,000,000 Equity Shares of Rs. 1/- each into 75,000,000 Equity Shares of Rs. 2/-
each and sub-divided 13,600,000 Equity Shares of Rs. 10/- each into 68,000,000 Equity Shares of Rs. 2/- each

During the year under review, the Company has allotted 330,636 Equity Shares under the NIIT Employee Stock Option Scheme 2005

Subsidiary Companies

A report on the performance and financial position of each of the subsidiaries, associates and joint venture companies as per the
Companies Act, 2013 is provided as Annexure-A in the prescribed Form AOC-1

The Annual Financial Statements of the subsidiaries wil be made available to the Members of the Company/ Subsidiary Companies
seeking such information at any point of time. The Annual Financial Statements of the subsidiaries are also available for
inspection for any Member, during the business hours, at the Registered Office of the Company and subsidiary companies and the
same can be accessed from the website of the Company i.e. www.niit.com

Consolidated Financial Statements

In compliance with Regulation 33 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations") and Section 129(3) of the Companies Act, 2013 read with the relevant rules made
thereunder, the Consolidated Financial Statements are prepared in accordance with the Accounting Standard (AS) - 21 on
Consolidated Financial Statements, read with AS- 23 on Accounting for Investments in Associates and AS-27on Financial
ReportingoflnterestsinJointVentures. The Consolidated Financial Statements together with Auditors'' Report thereon form part of
the Annual Report.

Transfer of Amounts to Investor Education and Protection Fund

Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, relevant amounts which remained unpaid or
unclaimed for a period of seven years have been transferred by the Company, from time to time on due dates, to the Investor
Education and Protection Fund Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information
regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and
unclaimed amounts lying with the Company as on September 08, 2015 (date of last Annual General Meeting) on the website of the
Company http://www.niit.com/india/training/investors/Pages/ nvestor-information.aspx

Corporate Social Responsibility (CSR)

In compliance with the requirement of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social
Responsibility) Rules, 2014, as amended from time to time, the Company has constituted a Corporate Social Responsibility
Committee ("CSR Committee"). As on the date of this report, following are the members of CSR Committee:

1. Mr. Surendra Singh - Chairperson

2. Mr. Rajendra S Pawar

3. Mr. Vijay K Thadani

4. Mr. Anand Sudarshan

The CSR Policy as approved by the Board of Directors of the Company is available on the Company''s website at
http://www.niit.com/authoring/Documents/ Other%20Disclosures/CORPORATE%20SOCIAL% 20RESPONSIBILITY%20POLICY.pdf.

During the year under review, the provisions corresponding to CSR under the Companies Act, 2013 were not applicable on the
company. Accordingly, the Company has not made any grant during the Financial Year 2015-16 towards CSR initiatives. The Report
on CSR Activities is given in Annexure - B forming part of this Report.

Corporate Governance

Your Company''s philosophy on Corporate Governance envisages the highest level 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. Your Company has also implemented several best practices in Corporate Governance, such as "Whistle
blower policy" and "Code of Conduct on Ethics".

Your Company has complied with all the requirements relating to Corporate Governance as stipulated in the Listing Regulations.
The Report of the Directors on Corporate Governance is given as a separate section titled "Corporate Governance Report". The
Certificate from the Practicing Company Secretary confirming the compliance to the conditions of the Corporate Governance
stipulated in Para E of Schedule V of Listing Regulations is annexed to the Corporate Governance Report.

Management Discussion and Analysis Report

As required by Regulation 34(e) of the Listing Regulations, the Management Discussion and Analysis Report is annexed and forms
part of this Annual Report.

Directors

As per the provisions of Section 152(6) of the Companies Act, 2013, Mr. Rajendra S Pawar will retire by rotation in the ensuing
Annual General Meeting and being eligible, has offered himself for re-appointment.

The Company has received declarations from all the ndependent Directors confirming that they meet the criteria of Independence as
prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 25 of Listing Regulations.

Key Managerial Personnel

As on date of this report, following officials are the ''Key Managerial Personnel'' of the Company under the Companies Act, 2013

1. Mr. Vijay K Thadani - Vice Chairman & Managing Director

2. Mr. P Rajendran -Joint Managing Director

3. Mr. Rahul Keshav Patwardhan - Chief Executive Officer

4. Mr. Rohit Kumar Gupta - Chief Financial Officer

5. Ms. Arpita B Malhotra - Company Secretary

During the year under review, Mr. Mukesh Kumar resigned as Company Secretary of the Company w.e.f. the close of business hours
on December 02, 2015 After the end of Financial Year, Ms. Arpita B Malhotra has been appointed as Company Secretary of the
Company w.e.f. May 10, 2016

Meetings of the Board

During the year, Six (6) Board Meetings were convened and held. The intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013 and Listing Regulations. For further details, please refer Corporate Governance Report
forming part of this Annual Report

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out the annual performance
evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination
and Remuneration, CSR and Stakeholders'' Relationship Committees. A structured evaluation form was administered after taking nto
consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the
composition of the Board and its Committees, Board Effectiveness, Key Stakeholders connect, Ethics and Compliances, Evaluation of
Company''s Performance, Project Management and Internal Control and Audits. A separate exercise was carried out to evaluate the
performance of individual Directors including the Chairperson of the Board, who were evaluated on parameters such as level of
engagement and contribution, effective participation in Board / Committee Meetings, independence of judgement, safeguarding the
interest of the Company and its minority shareholders, providing expert advice to Board and contributing in deliberations while
approving related party transactions.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed the Nomination and Remuneration Policy as
stated in the Corporate Governance Report.

Vigil Mechanism / Whistle Blower Policy

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of Listing Regulations, a Vigil
Mechanism for Directors and employees to report genuine concerns has been established by the Company. The Whistle Blower Policy
is available on the website of the Company at the following link: http://www.niit.com/authoring/
Documents/Other%20Disclosures/Whistle%20 Blower%20 Policy.pdf

Directors'' Responsibility Statement

As required under Section 134(3)(c) read with 134(5) of the Companies Act, 2013, the Board of Directors of your Company hereby
state and confirm:

a) That in the preparation of the Annual Accounts, the applicable Accounting Standards were followed along with proper
explanation relating to material departures;

b) That the directors had selected such Accounting Policies and applied them consistently 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 at the end of the Financial
Year and of the profit and loss of the Company for that period;

c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with
the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities;

d) That the directors had prepared the Annual Accounts on a going concern basis;

e) That the directors had laid down internal financial controls to be followed by the Company and that such internal financial
controls are adequate and were operating effectively; and

f) That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

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 134(3)(m) of the Companies
Act, 2013, 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 the 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 equipment. The requirement of
disclosure of particulars with respect to conservation of energy as prescribed in Section 134(3)(m) of the Companies Act, 2013
read with the Companies (Accounts) Rules, 2014, 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 Information Technology 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 range of subjects for widely varied audience. The Company will continue to strengthen its presence in USA,
Europe, China, Africa, South East Asia etc. with a view to increase exports.

ii) Total foreign exchange earned and used

The details of foreign exchange earnings and outgo are mentioned in Notes Nos. 31 to 34 contained in the Notes forming part of
the Annual Financial Statements for the Financial Year ended March 31, 2016.

Auditors and Auditors'' Report

M/s Price Waterhouse, Chartered Accountants (Firm Registration Number FRN301112E) were appointed as Statutory Auditors of the
Company at the 31st Annual General Meeting of the Company to hold office from the conclusion of the Annual General Meeting held
in the year 2014 till the conclusion of the Annual General Meeting scheduled to be held in the year 2017 subject to ratification
by members at every consequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being
sought from the members of the Company at the ensuing AGM. There has been no qualification, reservation or adverse remark or
disclaimer in their Report.

During the year under review, the Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013,
therefore no detail is required to be disclosed under Section 134(3)(ca) of the said Act.

The notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not require any further
comments.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Company has appointed M/s Nityanand Singh & Co., Company Secretaries to conduct
Secretarial Audit for the Company for the Financial Year 2015-16. The Secretarial Audit Report is annexed herewith as Annexure-C.
The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Cost Auditors

In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Board of
Directors of the Company, upon recommendation of the Audit Committee, have appointed M/s. Ramanath Iyer and Co., Cost
Accountants, New Delhi as the Cost Auditors of the Company, to carry out the cost audit for the Financial Year 2015-16. The
ratification of remuneration payable to Cost Auditors is being sought from the members of the Company at the ensuing AGM.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9 in terms of Section 92(3) of the Companies Act, 2013
is annexed herewith as Annexure-D.

Related Party Transactions

All related party transactions that were entered into during the Financial Year were on arm''s length basis and were in the
ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters,
Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the
Company at large.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a Related Party Transactions
Policy for identifying, reviewing and approving transactions between the Company and Related Parties, in compliance with the
applicable provisions of the Companies Act 2013, the Rules thereunder and Listing Regulations. The said Policy is available on
the website of the Company at http://www.niit.com/authoring/Documents/Other%20 Disclosures/Related%20Party%20Transactions%20
Policy_final.pdf. All Related Party Transactions are placed before the Audit Committee and also before the Board for its
approval. The details of contracts or arrangements with related parties in form AOC-2 is annexed herewith as Annexure-E.

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees or Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in
the Notes to the Financial Statements.

Particulars of Employees

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the
Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
appended as Annexure-F(a) to this Report.

A statement containing the names of every employee employed throughout the Financial Year and in receipt of remuneration of Rs.
60 lakh or more, or employed for part of the year and in receipt of Rs. 5 lakh or more a month, under Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed as Annexure-F(b) to this Report.

Public Deposits

In terms of the provisions of Section 73 to 76 of the Companies Act, 2013 read with the relevant rules made thereunder, your
Company has not accepted any fixed deposits from the public.

Detail of significant and material orders passed by the regulators, courts, tribunals During the year under review, no
significant or material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and
Company''s operations in future.

Human Resources and Employee 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 innovation and meritocracy at all levels.

Employee relations remained cordial at all the Company''s 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 set up 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 is to develop a sense of ownership among the employees within the organization and to align your Company''s stock option
scheme with the best practices in the Industry In accordance with the applicable provisions of the Securities and Exchange Board
of India (Share Based Employee Benefits) Regulations, 2014, the particulars of the options granted, vested, exercised and
allotted under the ESOP-2005 are appended as Annexure-G and form part of this report.

The Nomination and Remuneration Committee has granted 1,600,000 Employee Stock Options (Grant #12) at Rs. 41.60 per option/share
in June 2015, 1,535,000 Employee Stock Options (Grant #13) at Rs. 52.15 per option/share in July 2015, 35,000 Employee Stock
Options (Grant #14) at Rs. 75.65 per option/share and 90,000 Employee Stock Options (Grant #15) at Rs. 75.65 per option/share in
January 2016 to the eligible employees under ESOP-2005 Further, none of the employee was granted options equal to or exceeding 1%
of the issued capital of the Company

Acknowledgement

Your Directors take this opportunity to thank all nvestors, 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

For and on behalf of the Board

Rajendra S Pawar

Place : New Delhi Chairman

Date : May 10, 2016 DIN: 00042516


Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting the 32nd Annual Report along with the audited financial statements for the financial year ended March 31, 2015.

Financial Highlights

The highlights of your Company's financial results for the financial year April 1, 2014 to March 31, 2015 are as follows:

(Rs. Mn.

Particulars NIIT Limited-Group NIIT Limited (Consolidated) (Standalone)

2014-15 2013-14 2014-15 2013-14

Net Sales (Income from 9,574 9,510 3,486 5,202 operations)

Other Income 131 102 369 615

Total Income 9,705 9,612 3,855 5,817

Total Expenditure 9,488 9,164 3,703 5,175

Profit before depreciation 217 448 152 642 and taxes

Depredation and 1,073 779 431 680 Amortization

Exceptional Items (Net) (803) 67 (848) 19

Net tax provision 12 93 34 59

Net profit/ (loss) before (1,671) (357) (1,161) (78) share of Associates' Profit & Minority Interest

Share of Associates' Profit 286 534 - - and Minority Interest

Net Profit/(Loss) (1,385) 178 (1 161) (78)

Basic EPS (Rs.) (839) 108 (703) (047)

Diluted EPS (Rs.) (839) 108 (703) (047)

During the year, your Company's consolidated income from operations was Rs. 9,574 million as against Rs. 9,510 million in the previous year and Net loss (after Associates' Profit) Rs. 1,385 million as against profit of Rs. 178 million in the previous year.

The income from operations for the year under review for the Company on a stand-alone basis was Rs. 3,486 million as compared to Rs. 5,202 million in the previous year and Net loss of Rs. 1,161 million as against the loss of Rs. 78 million in the previous year.

Business Operations

During the year under review, the Company undertook a major program for business transformation including rationalization of subsidiary companies structure and the direction being to make NIIT an asset light & technology intensive IP driven company. The business transformation exercise also included:

* Succession for top management and appointment of new CEO

* Defocus/Exitfrom certain international geographies to conserve management bandwidth

* Capacity and people consolidation and Product portfolio rationalization

In the Corporate Learning business, your Company continues to focus on Managed Training Services (MTS). Revenue from Corporate Learning Group (CLG) grew 23%, driven by strong momentum in MTS which was up 35% as compared to the previous year. NIIT added 4 new global MTS customers in FY'15. As on March 31,2015 the company had 24 MTS customers, with a revenue visibility of USD 179 million over the balance period of existing contracts. The business achieved EBITDA margins of 12%. CLG contributed 51% to the total consolidated revenue of NIIT.

Given the challenging environment, the Company took a decision to launch a comprehensive business transformation program which involved a review of entire portfolio of businesses, geographies and products with the objective of exiting low margin and low volume products, capital intensive businesses and sharpen focus on asset-light, high-return and growth- oriented offerings. Individual Learning business and Skill Building business operations have been combined into a single Skills & Careers business (SNC) and rationalized capacity and organization structure. The Company utilized the relatively weaker quarters of Oct-Dec and Jan-Mar to drive this transformation. While the exercise involved one-time expenses and provisions and impacted normal business during these two quarters, it has led to a material reduction in continuing costs and also enabled the organization to expand the reach of its Beyond-IT programs which have now been made available to the entire network of training centers.

In the last couple of years, NIIT's Skills & Careers business had been impacted due to continuing weakness in hiring by IT sector. The Company had responded to the headwinds in the business by focusing on growing its Beyond-IT portfolio of offerings. The contribution from Beyond-IT increased to 33% in FY'15 as compared to 26% last year. During the year, revenue achieved by the Skills & Careers business declined 18% year on year. The business had a negative 5% percent EBITDA margin due to adverse impact of operating leverage. Skills & Careers business contributed 34% to NIIT's consolidated revenue.

In the Schools Learning business, the Company stayed away from adding on business from the government schools sector and from accepting new orders of capital intensive and capex driven business models. While this impacted overall revenue and margins, the Company continues to improve its liquidity and capital efficiency. The focus for the Schools Learning Group (SLG) is on growing the asset light, IP driven product offerings. In FY'15, revenue from SLG declined 9% year on year. The business had 4% EBITDA margins for the year. The business contributed 15% to NIIT's revenues for FY'15.

During the year, NIIT Limited transferred the Schools business to a wholly owned subsidiary i.e. Hole-In-The- Wall Education Limited (now known as Mindchampion Learning Systems Limited). This has been done to enable options for funding, partnerships and alliances to address the large opportunity in the schools market. On an overall basis, NIIT achieved revenues of Rs. 9,574 million, a growth of 1% as compared the previous financial year. The strong growth in Corporate Learning helped to overcome decline in IT training and planned ramp down of revenue from Government schools Capital Intensive business. EBITDA, excluding one-time expenditure related to the business transformation, was Rs 442 million as compared to Rs. 620 million last year.

Future Plans

Going forward, the Company expects CLG to continue to see a robust growth driven by MTS as global companies are increasing to outsource training to specialist training providers.

In Skills and Careers business, softness in hiring of IT graduates is expected to continue in the short term and would impact enrolments. However, increasing pace of technology transformation and disruption of traditional industries by start-ups is driving demand for niche skills across sectors. NIIT has reorganized its operations in India to drive closer integration with demand across various industries and this is expected to help the business achieve a turnaround in performance.

NIIT would continue to focus on the asset light, IP driven business in Private schools and exit capital intensive business models. The Company believes that there is a large opportunity in the K-12 market. To address this opportunity, the Schools Learning business has been transferred into a wholly owned subsidiary. This enables

NIIT to explore various options for funding, partnerships and alliances to accelerate growth for the business.

Dividend

Your Directors have not recommended any dividend for the year under review.

Transfer to Reserves

Your Company has not transferred any sum to the General Reserve.

Awards and Accolades

During the year, the NIIT Brand received accolades from across the world recognizing and commending various aspects of the Company. Some of them are listed below:

* NIIT received the "Top Training Company Award 2014" for the 20th consecutive year by Cybermedia publications

* NIIT has been featured as "India's Most Trusted Training Brand" in Brand Trust Report, India Study, 201 5, undertaken by Trust Research Advisory for the third consecutive year

* NIIT nGuru MathLab Plus has been recognized as the "Best Innovative Learning Tool" at the 5th Indian Education Awards 2015 by Franchise India

* NIIT US has been featured in the 2015 "Top 20 Training Outsourcing Companies" for the eighth consecutive year by Training Industry, Inc.

* NIIT's corporate website www.niit.com has been recognized as the "Best Educational Website" at the 5th Annual India Digital Awards by Internet and Mobile Association of India (IAMAI) in 2014

* NIIT Yuva Jyoti Ltd has been recognized as the "Best Vocational Education and Skill Development initiative" at the World Education Summit, 2014

* NIIT US has been honored with "Brandon Hall Excellence Gold Award" in the Best Custom Content category jointly with Shell for Shell Services on the Road

* NIIT's Chiphen Rigpel Bhutan project has been recognized as the "Best Government Sector Initiative" in Education at the World Education Summit, 2014

* NIIT Corporate Learning has been ranked among "Top 20 Gamification L&D companies" of 2014 by Training Industry, Inc.

* NIIT Institute of Finance Banking & Insurance Training Ltd (IFBI) has been recognized as the

"Best Vocational Institute for Banking, Finance & Insurance" at the 5th Indian Education Awards 2015 by Franchise India.

Scheme of Arrangement

Subsequent to year end, a composite Scheme of Arrangement (the Scheme) under the provisions of Section 391 and 394 of the Companies Act, 1956 between NIIT Limited (the Company), Evolv Services Limited, Scantech Evaluation Services Limited, NIIT Online Learning Limited and Hole-In-The-Wall Education Limited and their respective shareholders and creditors was approved by Hon'ble Delhi High Court vide its order pronounced on May 8, 2015. The Scheme became effective from May 23, 2015 on filing a certified copy of the High Court order with the office of the Registrar of the Companies, NCT of Delhi & Haryana, and is applicable from April 1,2014 (the "Appointed Date"). On Scheme becoming effective, the School Business Undertaking stands transferred to and vested in the wholly owned subsidiary of the Company namely Hole-In-The-Wall Education Limited (the name of the Company has been changed to Mindchampion Learning Systems Limited).

Further, Evolv Services Limited, Scantech Evaluation Services Limited, NIIT Online Learning Limited, wholly owned subsidiaries of the Company stand merged with the Company pursuant to the Scheme.

Changes in Capital Structure

Pursuant to the Scheme of Arrangement, the Authorised share capital of the Company was increased to Rs. 1,38,60,00,000/- comprising of 15,00,00,000 Equity Shares of Rs. 1/- each, 25,00,00,000 Equity Shares of Rs. 2/- each, 1,36,00,000 Equity Shares of Rs. 10/- each, 35,00,00,000 8.5% Cumulative Redeemable Preference shares of Rs. 1 /- each and 25,00,000 Redeemable Preference Shares of Rs. 100/- each.

During the year under review, the Company has allotted 25,000 Equity Shares under the NIIT Employee Stock Option Scheme 2005.

Subsidiary Companies

A report on the performance and financial position of each of the subsidiaries, associates and joint venture companies as per the Companies Act, 2013 is provided as Annexure-A in the prescribed Form AOC-1.

The annual accounts of the subsidiaries, will be made available to the Members of the Company/subsidiary Companies seeking such information at any point of time. The annual accounts of the subsidiaries are also available for inspection for any Member, during the business hours, at the Registered Office of the Company and subsidiary companies 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 and Section 129(3) of the Companies Act, 2013 read with the relevant rules made thereunder, the Consolidated Financial Statements are prepared in accordance with the Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited Consolidated Financial Statement is provided in the Annual Report. The Consolidated Financial Statements together with Auditors' Report thereon form part of the Annual Report.

Transfer of Amounts to Investor Education and Protection Fund

Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from time to time on due dates, to the Investor Education and Protection Fund.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on July 7, 2014 (date of last Annual General Meeting) on the website of the Company http://www.niit.com/india/training/investors/Pages/ investor-information.aspx

Corporate Social Responsibility (CSR)

In compliance with the requirement of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014, as amended from time to time, the Company has constituted a Corporate Social Responsibility Committee ('CSR Committee'). As on the date of this report, following are the members of CSR Committee:

- Mr. Surendra Singh - Chairman

- Mr. Rajendra S. Pawar

- Mr. Vijay K Thadani

- Mr. Anand Sudarshan

During the year under review, the Company has undertaken activities as per the CSR Policy approved by the Board of Directors of the Company on recommendation of the CSR Committee. The same is available on the Company's website at http://www. niit.com/authoring/Documents/Other%20Disclosures/ CORPORATE%20SOCIAL%20RESPONSIBILITY%20 POLICY.pdf.

Pursuant to the CSR Policy, the Company's CSR initiatives are directed towards promoting both higher and vocational education, thus enhancing employability and creating livelihoods. The Company has made a grant of Rs. 10.97 million during the financial year 2014-15 to NIIT Institute of Information Technology ("TNI"), a society registered under the Societies Act, 1860 which has set up NIIT University ("NU") as a private university at Neemrana, Dist. Alwar, Rajasthan. The annual report on CSR Activities is given in Annexure - B forming part of this Report.

Corporate Governance

Your Company's philosophy on Corporate Governance envisages the highest level 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. Your Company has also implemented several best practices in Corporate Governance, such as the "Whistleblower Policy" and "Code of Conduct on Ethics".

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 "Report on Corporate Governance". The Certificate from the Practicing Company Secretary confirming the compliance to the conditions of the corporate governance stipulated in Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

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 this Report.

Directors

During the year under review, Ms. Madhabi Puri Buch resigned from the Directorship of the Company w.e.f closing business hours of July 10, 2014. The Board of Directors placed on record their deep appreciation for the invaluable contribution and guidance extended by her during her tenure as Director of the Company.

As per the provisions of Section 152(6) of the Companies Act, 2013, Mr. P Rajendran will retire in the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

The Company has received declarations from all the independent directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Further, in accordance with the succession planning process of the Company following changes have been effected in the roles of the Directors of the Company, with effect from April 1, 2015, of the Company:

- Mr. Rajendra S Pawar has vacated the position of 'Managing Director' of the Company and continues as the Chairman of the Board.

- Mr. Vijay K Thadani has been designated as Vice Chairman and Managing Director.

- Mr. P Rajendran has been designated as Joint Managing Director.

Key Managerial Personnel

As on date of this report, following officials of the Company are the 'Key Managerial Personnel' of the Company under the Companies Act, 2013:

1. Mr. Vijay K Thadani - Vice-Chairman & Managing Director

2. Mr. P. Rajendran- Joint Managing Director

3. Mr. Rahul K Patwardhan - Chief Executive Officer

4. Mr. Rohit Kumar Gupta - Chief Financial Officer

5. Mr. Mukesh Kumar - Company Secretary (appointed w.e.f. February 2, 2015)

During the intervening period between the date of last report and this report, Mr. Rajendra S Pawar has ceased to be the Managing Director of the Company w.e.f April 1, 2015. Further, Mr. Rajesh Arora has resigned as Company Secretary of the Company w.e.f the close of businesshours on January 31, 2015. Mr. Ashok Kumar Arora who was designated by the Board of Directors, as Whole-time 'Key Managerial Personnel' of the Company w.e.f. April 1,2014, ceased to be Key Managerial Personnel w.e.f. the close of business hours on September 30, 2014, upon change of his designation from Group Chief Financial Officer to Group Chief Financial Advisor.

Appointment of Chief Executive Officer

The Board of Directors in their meeting held on October 6, 2014 appointed Mr.Rahul K Patwardhan as CEO Designate of the Company and he continued to hold this position till the closing business hours of May 27, 2015. Further, he was appointed as Chief Executive Officer of the Company w.e.f. May 28, 2015. Mr.Patwardhan is a Production Engineer and an MBA from IIM Calcutta. After having spent the first 20 years of his career with NIIT in diverse roles, he returned to the Company with 1 0 years of extensive global experience in scaling Managed Services operations. Mr. Patwardhan was based at the Europe headquarters of Logica as MD, Global Managed App Services.

Meetings of the Board

During the year ten Board Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Clause 49 of the Listing Agreement. For further details, please refer report on Corporate Governance forming part of this Annual Report.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration, CSR and Stakeholders Relationship Committees. A structured evaluation form was administered after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board Effectiveness, Key Stakeholders connect, Ethics and Compliances, Evaluation of Company's Performance, Project Management and Internal Control and Audits. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution,effective participation in Board/ Committee Meetings, independence of judgement, safeguarding the interest of the Company and its minority shareholders, providing expert advice to Board and contributing in deliberations while approving related party transactions.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed the Nomination and Remuneration Policy as stated in the Corporate Governance Report.

Vigil Mechanism/ Whistle Blower Policy

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a Vigil Mechanism for Directors and employees to report genuine concerns has been established by the Company. The Whistle Blower Policy is available on the website of the Company at the following link:

http://www.niit.com/authoring/Documents/Other%20 Disclosures/Whistle%20Blower%20Policy.pdf

Directors' Responsibility Statement

As required under section 134(3)(c) of the Companies Act, 2013, the Board of Directors of your Company hereby state and confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards were followed along with proper explanation relating to material departures;

b) That the directors had selected such accounting policies and applied them consistently (including as required to give effect to the Court approved composite Scheme of Arrangement) 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 at the end of the financial year and of the loss of the Company for that period;

c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) That the directors had prepared the annual accounts on a going concern basis;

e) That the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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 134(3)(m) of the Companies Act, 2013, 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 the 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 equipment. The requirement of disclosure of particulars with respect to conservation of energy as prescribed in Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, 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 Information Technology 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 range of subjects for widely varied audience. The Company will continue to strengthen its presence in USA, Europe, China, Africa, South East Asia, Maldives etc. with a view to increase exports.

ii) Total foreign exchange earned and used

The details of foreign exchange earnings and outgo are mentioned in Notes Nos.32 to 35 contained in the Notes to Accounts forming part of the Balance Sheet and Statement of Profit and Loss for the financial year ended March 31,2015.

Auditors and Auditors' Report

M/s Price Waterhouse, Chartered Accountants (Firm Registration Number FRN301112E) were appointed as Statutory Auditors of the Company at the 31st Annual General Meeting of the Company to hold office from the conclusion of the Annual General Meeting held in the year 2014 till the conclusion of the Annual General Meeting scheduled to be held in the year 2017 subject to ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM.

The Auditors in their report to the members on the financial statements of the Company (both standalone and consolidated) for the financial year ended on March 31,2015 have stated a "Matter of emphasis". The notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not require any further comments.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Nesar & Associates, Company Secretaries to conduct Secretarial Audit for the Company for the financial year 2014-15. The Secretarial Audit Report is annexed herewith as Annexure-C. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Cost Auditors

In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost records and audits) Rules, 2014, the Board of Directors of the Company, upon recommendation of the Aud it Committee, have appointed M/s. Ramanath Iyer and Co., Cost Accountants, New Delhi as the Cost Auditors of the Company, to carry out the cost audit for the financial year 2014-15. The ratification of remuneration payable to Cost Auditors is being sought from the members of the Company at the ensuing AGM.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9 in term of Section 92(3) of the Companies Act, 2013 is annexed herewith as Annexure-D.

Related Party Transactions

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a Related Party Transactions Policy for identifying, reviewing and approving transactions between the Company and Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder and the Listing Agreement. The said Policy is available on the website of the Company at http://www.niit.com/authoring/Documents/Other%20 Disclosures/Related%20Party%20Transactions%20 Policy final.pdf.

All Related Party Transactions are placed before the Audit Committee and also before the Board for approval. The details of contracts or arrangements with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 in form AOC-2 is annexed herewith as Annexure-E.

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees or Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Particulars of Employees

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure-F(a) to the Board's report.

A statement containing the names of every employee employed throughout the financial year and in receipt of remuneration of Rs. 60 lakh or more, or employed for part of the year and in receipt of Rs. 5 lakh or more a month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed as Annexure-F(b) to the Board's report.

Public Deposits

In terms of the provisions of Section 73 to 76 of the Companies Act, 2013 read with the relevant rules made thereunder, your Company has not accepted any fixed deposits from public.

Detail of significant and material orders passed by the regulators, courts, tribunals

During the year under review, no significant or material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future.

Human Resources and Employee Stock Option Scheme

NIITians are the key resource for your Company. Your Company has been able to create and continuously improve a favourable work environment that encourages innovation and meritocracy at all levels.

Employee relations remained cordial at all the Company's 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 set up 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 is to develop a sense of ownership among the employees within the organization and to align your Company's stock option scheme with the best practices in the Industry. In accordance with the applicable provisions ofthe Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, the particulars of the options granted,vested, exercised and allotted under the ESOP-2005 are appended as Annexure-G and form part of this report.

The Nomination and Remuneration Committee has granted 14,90,000 Employee Stock Options (Grant #9) at Rs.35.40 per option/share, 3,70,000 Employee Stock Options (Grant #10) at Rs.49.75 per option/ share and 10,00,000 Employee Stock Options (Grant #11) at Rs.48.50 per option/share to the eligible employees under ESOP-2005 in May 2014, September 2014 and October 2014 respectively.

Further, none of the employees was granted options equal to or exceeding 1% of the issued capital of the Company.

Acknowledgement

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.

For and on behalf of the Board

Rajendra S Pawar Place: New Delhi Chairman Date: July 17, 2015 DIN: 00042516


Mar 31, 2012

The Directors take pleasure in presenting the 29th Annual Report along with the audited statement of accounts for the financial year ended March 31, 2012.

Financial Highlights

The highlights of your Company's financial results for the financial year April 1, 2011 to March 31, 2012 are as follows:

(Rs. Mn.)

Particulars NIIT Limited-Group NIIT Limited (Consolidated) (Stand alone)

2011-12 2010-11 2011-12 2010-11

Net Sales (Income from 12,603 12,483 7,381 6,480 operations)

Other Income 76 84 462 294

Total Income 12,678 12,566 7,843 6,744

Total Expenditure 11,411 11,297 6,873 5,780

Profit before depreciation 1,267 1,269 971 994 and taxes

Depreciation and 874 854 684 577 Amortisation

Exceptional Items (Net) 1,636 142 856 136

Net tax provision 1,408 89 181 56

Net profit before share 621 469 963 497 of Associates' Profit & Minority Interest

Share of Associates' Profit 481 453 and Minority Interest

Net Profit 1,102 922 963 497

Basic EPS (Rs.) 6.67 5.58 5.83 3.01

Diluted EPS (Rs.) 6.67 5.58 5.83 3.01

During the year, your Company's consolidated income from operations has increased to Rs. 12,603 million as against Rs. 12,483 million in the previous year, Net Profit (after Associates' Profit) is Rs. 1,102 million as against Rs. 922 million in the previous year, registering a growth of 19.5% over the previous year.

The income from operations for the year under review for the Company on a stand alone basis increased to Rs. 7,381 million as compared to Rs. 6,480 million in the previous year, thereby registering a growth of 14 % on yearly basis and Net Profit increased to Rs. 963 million as against Rs. 497 million in the previous year.

Business Operations

In the financial year 2011-12, the Global Economy faced fresh challenges with several of the major economies battling with issues of growth and solvency. The Indian economy witnessed a year of slower growth, high inflation and strong forex volatility, the situation exacerbated by slow pace of decision making by Government. In this environment, your Company focused on improving the return on capital employed and quality of balance sheet while re-engineering the Company's businesses for higher growth.

During the year under review, the Individual Learning Solutions offerings included IT, BFSI, Management, BPO and English & Professional life skills. For this, your Company leverages its global presence across India, China and other developing countries for reaching out to the students as well its partnership with large technology companies in USA and Europe to provide the requisite solutions.

In the School Learning Solutions business, your Company provided solutions and services for IT training and technology enabled learning & teaching for schools, teachers' training and learning for underserved children. The Company offered NIIT nGuru solution comprising of 'Interactive Classrooms' for teachers, 'Math lab' and 'IT Wizard' for students and 'Quick School' an Education Resource Planning solution for school management.

In the Corporate Learning Solutions business, your Company focused on the managed training services business and achieved traction in the same with three new contracts with a total revenue visibility of USD 120 million. This growth was backed by aggressive sales and engagement management teams with robust delivery performance.

Your Company entered into a strategic partnership with the National Skill Development Corporation to form the NIIT Yuva Jyoti Limited (NYJL). This subsidiary Company was incorporated to engage in the business of skill development, thus converting unemployed youth into employable professionals in various sectors. NYJL started out with strong focus on Service Sectors like Retail (Both traditional retail and Auto Sales), Hospitality (F&B) and ITeS (BPO), offering both career specific and career foundation specific courses.

During the year under review, your Company divested its stake in its step down subsidiary, Element K Corporation, based in Rochester, NY, USA, by selling the Element K business to Skill Soft Corporation and SkillSoft Ireland Limited, indirect subsidiaries of SSI Investments II Limited which is the parent company of SkillSoft Limited (formerly SkillSoft PLC), for a consideration of USD 110 million in cash, subject to closing adjustments. The company has utilized a large part of the consideration to reduce its debt levels and become net cash positive. The company repaid all its debt excluding the debentures and lease obligations. The balance sheet has become much lighter, in line with the members' expectations.

Future Plans

Your Company is well diversified, both in terms of its service offerings and geographic spread. The judicious mix of revenue from the different business lines i.e. Individual, Schools and Corporates ensures that your Company is well positioned to manage any down turn or slowdowns in a particular product category or in a specific geography.

The Company will remain focused on its four platforms of growth i.e. 1) Individual: Cloud Campus, 2) Schools: nGuru, 3) Corporate: Managed Training Services and 4) Skills: Yuva Jyoti.

Your Company's core competencies of Pedagogy, Technology and Partnerships, acquired over its 3 decades of existence, will remain foundational to its future growth.

Your Company future plan includes 'NIIT One World' Centers -integrating IT, ITeS, Finance and Management Offerings, focus on select countries in Africa and more number of large education centres in PPP mode in China, innovative use of technology to reduce delivery costs, improvement of productivity through innovation and maintaining first to market position with innovative solutions.

Dividend

In view of the Company's profitable performance, your Directors are pleased to recommend, for approval of the Members at the ensuing Annual General Meeting, a dividend of Rs. 1.60 per equity share of Rs. 2 each.

Transfer to Reserves

In accordance with the statutory provisions, your Company has transferred a sum of Rs. 96 million to the General Reserve.

Awards and Accreditation

NIIT brand received accolades during the year when

- NIIT was voted for being the second most trusted education brand in India by Brand Equity- Nielsen Survey 2011.

- NIIT featured as the'Most Trusted Leader in Education' in Brand Trust Report, India Study, 2012, undertaken by Trust Research Advisory.

- NIIT featured in Aon Hewitt's Top 25 list of 'Best Employers in India-2011'.

Moreover, during the year, the Company received the following recognitions:

- NIIT received 'Top IT Training Company Award 2011' for the 19th year in succession by Cyber media publications.

- NIIT received the 'Best Education Company to Work with' title at the Indian Education Awards 2011.

- NIIT received three accolades at the World Education Awards, 2011. NIIT's Skill development project in the Republic of South Africa was felicitated with, 'Best Vocational and Skills Initiative of the year' award; NIIT Imperia was recognized as 'Best Training to Working Professionals' and NIIT's Mobile Science Lab was acknowledged as the 'Best Innovation in Science Education'.

- NIIT Vietnam received the ICT Gold Medal Award

2011 for the 6th Consecutive Year from the Ho Chi Minh Computer Association.

- NIIT USA earned fifth consecutive appearance amongst Top 20 Companies in the Training Outsourcing Industry rankings.

- NIIT Foundation was adjudged as the 'Best Private Sector Skills Provider' at UK India Skills Forum (UKISF) Awards 2011.

- NIIT was adjudged as the 'Best Result Oriented ICT School' in Ghana for the second consecutive year.

- NIIT USA received the Gold at the Chief Learning Officer (CLO) magazine's annual "Chief Learning Officer Learning In Practice" Awards.

- NIIT USA was honoured with the 3 Brandon Hall 'Excellence Awards' for Performance Support, Learning, and Marketing.

- NIIT USA was honoured by Seventh Annual Human Resource Outsourcing Association (HROA) for its partnership with Diageo.

- NIIT NGuru received Manthan Award in the Chairman's distinction category for e-education and learning.

- NIIT received 'Franchisor of the Year: IT' Award by Franchise Plus, India's leading business opportunity magazine.

- NIIT's association with Grandmaster Viswanathan Anand was recognized as the Top brand ambassador engagement at the Indian PR and Corporate Communication Awards (IPRCCA) 2011, instituted by Exchange4Media.

- NIIT HIWEL received the prestigious Mac Arthur

Digital Media and Learning Award. (This was an effort by MacArthur Foundation and HASTAC to find and inspire the most novel uses of new media in support of learning, NIIT HiWEL was awarded for innovative use of internet and digital technology to transform learning and knowledge creation).

- NIIT received Microsoft's "Learning Solutions Partner of the Year" Award for the third consecutive year. (This award marked a Hat-Trick by NIIT for being the "Best Learning Solutions Partner" in India).

- NIIT USA achieved top ranking in Training Magazine's Top 125 List of best Employee Development Organization, for the fourth consecutive year.

- NIIT USA was ranked among Top 20 Companies in the Training Outsourcing Industry - 2011 and 2012. (NIIT is being featured in this ranking since 2008).

Subsidiary Companies

During the year under review, your Company has disinvested its entire stake in step-down subsidiary company 'Element K Corporation, USA'. Further, your Company has incorporated a new subsidiary by the name of 'NIIT Yuva Jyoti Limited', which has entered into strategic partnership with the National Skill Development Corporation to enhance skills and employability for youth across India.

As per the provisions of Section 212 of the Companies Act, 1956 ('the Act'), your Company is required to attach the Directors' Report, Auditors' Report, Balance Sheet, Statement of Profit and Loss 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 documents/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 2011-12.

A statement of the Company's 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 of the Company/subsidiary Companies 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 subsidiary Companies and the same can be accessed from the website of the Company 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 Company's 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's 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

As required by Clause 49 of the Listing Agreement, the Management Discussion and Analysis is annexed and forms part of the Directors' Report.

Directors

In accordance with the provisions of the Act and Articles 64, 65 and 66 of the Articles of Association of your Company, Mr. Sanjay Khosla and Mr. Subroto Bhattacharya, Directors of your Company, retire by rotation and are due for election at the ensuing Annual General Meeting. Mr. Sanjay Khosla, being eligible, offers himself for re-appointment, however, Mr. Subroto Bhattacharya has expressed his desire not to be re-appointed as a Director.

The Board recommends the re-appointment of Mr. Sanjay Khosla and retirement of Mr. Subroto Bhattacharya pursuant to the applicable provisions of the Act. The resolutions seeking your approval on these items along with the requisite disclosures/explanatory statement are included in the Notice for convening the Annual General Meeting.

Your Directors wish to place on record their appreciation for the contributions made by Mr. Subroto Bhattacharya during the period of his association with the Company.

Directors' Responsibility Statement

As required under Section 21 7(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, 2012 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 the 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 IT 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 range of subjects for widely varied audience. The Company will continue to strengthen its presence in China, South Africa, Nigeria, Malaysia, Vietnam, Bhutan, Norway, Maldives, Columbia etc. 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 31-35 contained in the Notes to Accounts forming part of the Balance Sheet and Statement of Profit and Loss for the financial year ended March 31, 2012.

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

As required by Section 217(2A) of the Act read with the Companies (Particulars of Employees) Rules, 1975, the particulars of employees form part of this report. However, as permitted by Section 219(1)(b)(iv) of the Act, the report and accounts are being sent excluding the statement containing the particulars to be provided under Section 217(2A) of the Act. Any member interested in obtaining such particulars may inspect the same at the Registered Office of the Company or write to the Company Secretary of the Company for a copy thereof.

Auditors and Auditors' Report

M/s Price Waterhouse, Chartered Accountants (registration number FRN301112E), the Statutory Auditors of your Company, holds office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received a letter from them to the effect that their re-appointment, 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 Company's 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 Company's stock option scheme with the best practices in the Industry. The Compensation/Remuneration Committee has granted 1 00,000 Stock Options (Grant VIII) at the face value of the share to the eligible employees under ESOP-2005. As per the provisions of SEBI (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,! 999, the particulars of the options granted, vested, exercised and allotted under the ESOP-2005 are appended as Annexure-1 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 hardwork, solidarity, cooperation and support.

For and on behalf of the Board

Rajendra S Pawar

Chairman &

Place : New Delhi Managing Director

Date : May 9, 2012 DIN - 00042516


Mar 31, 2011

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


Mar 31, 2010

The Directors take pleasure in presenting the 27th Annual Report along with the audited statement of accounts for the financial year ended March 31, 2010.

Financial Highlights

The highlights of your Company’s financial results for the financial year April 1, 2009 to March 31, 2010 are as follows:

(Rs. Mn.)

NIIT Limited - Group NIIT Limited

Particulars (Consolidated) (Stand alone)

2009-10 2008-09 2009-10 2008-09

Net Sales (Income from 11,993 11,486 6,252 5,456 operations)

Other Income 43 203 196 339

Total Income 12,036 11,689 6,448 5,795

Total Expenditure 10,797 10,549 5,457 4,758

Profit before depreciation 1,239 1,140 990 1,037 and taxes

Depreciation 751 647 542 402

Net tax provision 108 104 136 163

Net profit before share of Associates’ Profit & 380 389 312 472 Minority Interest

Share of Associates’ Profit 322 309 - - and Minority Interest

Net Profit 702 698 312 472

Basic EPS (Rs.) 4.25 4.23 1.89 2.86

Diluted EPS (Rs.) 4.25 4.23 1.89 2.86

Despite global recessionary conditions, your Company’s consolidated income from operations has increased to Rs. 11,993 million as against Rs. 11,486 million in the previous year, registering a growth of 4.42% over the previous year, while Net Profit (after Associates’ Profit) is Rs.702 million as against Rs. 698 million in the previous year.

The income from operations for the year under review for the Company on a standalone basis increased to Rs. 6,252 million as compared to Rs. 5,456 million in the previous year, thereby registering a growth of 14.58% on yearly basis and Net Profit dipped from Rs. 472 million in the year 2008-09 to Rs 312 million in the current year.

Business Operations

The year started with widespread global economic crisis and extreme risk aversion by customers, resulting in cut back on investment and recruitment. In this environment, the Company focused on profitability through efficient cost management and scale back investments. However, the environment has shown changes in the last quarter and there were signs of global economic recovery,

strong growth projections for India, China and other emerging economies and return of business confidence with projections of robust recruitment across sectors. This positive environment at the year end resulted in the positive growth in most businesses and renewed focus on new products and new initiatives.

During the year under review, your Company partnered with various globally recognized technology companies like IBM, SAP and expanded its product portfolio by launching various new programs like Futurz: GNIIT IMS Track, Diploma in Finance & Accounts, ERP Training for SMB segments etc. The Company has recently entered into a Global Partnership with Indira Gandhi National Open University (IGNOU) for Education & Skill Building to enhance employability.

The School Learning Solutions continue to cater to the requirements of private and government schools for IT and IT enabled education. During the year, your Company saw an acceleration of interest by many State Governments for providing IT education in schools. Your Company has secured two new major contracts from the states of Gujarat and Andhra Pradesh besides the renewal of contracts for existing schools from Chhattisgarh and Assam.

In Learning Solutions for Enterprises Business, your Company improved its margins through meticulous short term expense management, cost variabalization, as well as rationalized sales and product investment despite overall shrinkage of training budgets by corporates.

During the year, your Company launched basic english and professional life skills training for consumers under the brand ‘NIIT English Plus’. The ‘English for Life’ product is designed to upgrade the skills and employability of adolescent youth and college-going population in rural and semi-urban markets across India. This business is at a pilot stage with potential for major growth.

Future Plans

Beside the three existing core competencies of growth of your Company in the past i.e. Pedagogy, Technology and Partnerships, the Company will also focus its energy on its new capabilities like new technology based delivery models, learning libraries, school management systems etc. This will result in scaling up customer access, improved margins and a wider global reach.

Share Capital

The Company has allotted 112,611 equity shares of Rs. 2 each to the employees under NIIT Employee Stock Option Plan 2005. Accordingly, the paid-up share capital of your Company stands increased from Rs. 329,965,972 to Rs. 330,191,194.

Debentures

Your Company has raised Rs. 600 million by issue of Unsecured Redeemable Non-Convertible Debentures (NCDs) to Standard Chartered Bank (SCB) on private placement basis in the year under review. The NCDs issued to SCB are listed at the National Stock Exchange of India Limited (NSE).

Dividend

In view of the Company’s profitable performance, your Directors are pleased to recommend, for approval of the Members at the ensuing Annual General Meeting, a dividend of Rs. 1.40 per equity share of Rs. 2 each.

Transfer to Reserves

In accordance with statutory provisions, your Company has transferred a sum of Rs. 31 million to the General Reserve and Rs. 202 million to the Debenture Redemption Reserve.

Awards and Acknowledgments

During the year under review, your Company received many recognitions at the international and national levels. Some of them are:

- NIIT, USA (Subsidiary of NIIT) was ranked #1 in the ‘Quality of Service Leaders’ and positioned as #2 Service Provider in the ‘Bakers Dozen Customer Satisfaction 2010 Ratings’- a listing brought out by the reputed HRO Today magazine.

- Element K (Subsidiary of NIIT) received Gold Award for Green Training by LearnX Asia Pacific Conference.

- Element K (Subsidiary of NIIT) received ‘Top 20 Leadership Training Companies’ award by Training Industry, Inc.

- NIIT was honoured as the - ‘Most influential IT Training brand in China’, on the eve of 60 years of People’s Republic of China celebrations.

- NIIT, USA (Subsidiary of NIIT) was awarded the Gold for ‘Excellence in eLearning award’ by Chief Learning Officer (CLO) Magazine as part of its Learning in Practice Awards, one of the industry’s highest honors for the second consecutive year.

- NIIT’s innovative ICT learning solutions secured three awards at the ‘Digital Learning Awards’ at eINDIA 2009 Summit - India’s largest ICT event.

- NIIT was conferred ICT Gold Medal – Vietnam for the 4th year in a row.

- NIIT was conferred the ‘Top IT Training Company Award 2009’ by Cybermedia, for the 17th successive year.

- NIIT received the Best Learning Partner award from CISCO and Microsoft for 2009.

- NIIT received the Best Green IT Project award by PC Quest for V-lab in 2009.

Subsidiary Companies

NIIT China (Shanghai) Limited, a step down subsidiary company, has incorporated Wuxi NIIT Information Technology Consulting Limited in China and further Wuxi NIIT Information Technology Consulting Limited has incorporated Changzhou NIIT Information Technology Consulting Limited in China during the year under review. Consequently, these two newly incorporated companies have become step down subsidiary companies of your Company. Further, Imperia China (Shanghai) Limited and NIIT Middle East WLL, Bahrain have ceased to be step down subsidiary companies. PCEC NIIT Institute of Information Technology, a step down subsidiary company, has passed the resolution for its voluntary liquidation and also ceased its operations.

As per the provisions of Section 21 2 of the Companies Act, 1 956 (hereinafter referred to as ‘the Act’), your Company is required to attach the Directors’ Report, Balance Sheet, Profit and Loss Account and other information of the subsidiaries to its Balance Sheet. Your Directors believe that the audited consolidated accounts present a full and fair picture of the state of affairs and financial conditions of the Company and its subsidiaries, as is done globally. Hence, the Company made an application to the Ministry of Corporate Affairs, seeking exemption from the requirement of attaching the Directors’ Report, Balance Sheet, Profit and Loss Account and other information of the subsidiaries to its Balance Sheet. The approval of the Central Government has been received vide letter No. 47/1 82/201 0-CL-III dated March 25, 201 0. Accordingly, the Annual Report of your Company does not contain separate financial statements of its subsidiaries, but contains audited consolidated financial statement of the Company and its subsidiaries.

However, a statement of the Company’s 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.

Delisting of Shares

Your Company had voluntarily applied for delisting of equity shares from ‘The Calcutta Stock Exchange Limited’ (CSE) under the SEBI (Delisting of Securities) Guidelines, 2003 in the year 2004. Pursuant to the application, CSE has approved the delisting of the equity shares by way of a letter no. CSE/LD/31/2010 dated March 19, 2010. However, the equity shares of the Company shall continue to be listed at the National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE).

Corporate Governance

Your Company’s 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

Mr. Shardul S Shroff has stepped down from the Directorship of the Company w.e.f. May 7, 2010. Mr. Shroff was associated with the Company since 2001. The Board placed on record the immense contribution made by Mr. Shroff during his tenure as a Director in your Company.

In accordance with the provisions of the Act and Articles 64, 65 and 66 of the Articles of Association of your Company, Mr. Rajendra S Pawar and Mr. Surendra Singh, 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.

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, 2010 and of the profit or loss 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;

- 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 21 7 (1) (e) of the Act read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1 988, are not applicable to the Company and hence are not provided.

b) Technology absorption

The Company realizes that in order to stay competitive and avoid obsolescence, it would have to invest in new technology across multiple product lines and services offered by it. Hence, the Company is making every effort to develop methods for adapting and effectively deploying new technologies.

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 etc. and will also focus on new territories including Bhutan, 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) Foreign exchange earnings and outgo

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, 2010.

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 (registra- tion 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 reappointment 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 for 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 favourable work environment that encourages novelty and meritocracy at all levels.

Employees’ relations remained cordial at all the Company’s locations. The Directors take this opportunity to record their appreciation for the outstanding contribution of all NIITians.

Your Company had during the financial year 2005- 06 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 Company’s stock option scheme with the best practices in the Industry. During the year under review, the Compensation/ Remuneration Committee has granted 61,41,130 Stock Options (Grant-V and Grant-VI) of Rs. 2 each at market price to eligible employees under ESOP- 2005. The particulars of the Options granted, vested, exercised and allotted under the ESOP-2005 as required to be disclosed under SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, 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.

For and on behalf of the Board

Rajendra S Pawar

Chairman & Place : New Delhi Managing Director

Date : May 7, 2010 DIN - 00042516

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