Directors Report of NIIT Learning Systems Ltd.

Mar 31, 2025

Your directors take pleasure in presenting the 23^rd Annual Repor
along with the Audited Financial Statements (Standalone anc
Consolidated) for the financial year ended March 31,2025.

III FinancialHighlights

The highlights of your Company’s financial results for the financia
year (FY) April 1,2024, to March 31,2025, (FY25) are as follows:

(All Amounts in Rs. Million, unless otherwise stated

Particulars	Consolidated		Standalone
	FY25	FY24	FY25	FY24
Revenue from operations	16,533	15,535	4,835	4,002
Other Income	449	319	1,123	965
Total Income	16,982	15,855	5,958	4,966
Total Expenses	13,807	12,832	4,410	3,712
Profit before exceptional items and tax	3,175	3,023	1,548	1,255
Exceptional items	(111)	(52)	-	(14)
Profit before Tax	3,064	2,971	1,548	1,241
Tax Expenses	789	839	261	220
Profit for the year	2,275	2,132	1,287	1021
Basic Earnings Per Share (Rs.)	16.75	15.82	9.48	7.57
Diluted Earnings Per Share (Rs.)	16.15	15.22	9.14	7.29

Your Company’s consolidated revenue from operations for FY25
is Rs. 16,533 million as against Rs. 15,535 million in the previous
financial year and the profit after tax is Rs. 2,275 million as against
Rs. 2,132 million in the previous financial year.

Your Company’s standalone revenue from operations for FY25
is Rs. 4,835 million as against Rs. 4,002 million in the previous
financial year, and the profit after tax is Rs. 1,287 million as against
profit of Rs. 1,021 million in the previous financial year.

Business Operations

The global economic environment in FY25 remained challenging,
with slower GDP growth in major economies, sustained
inflationary pressures, and geopolitical tensions. In NIIT MTS’ core
markets of North America and Europe, large enterprises tightened
discretionary spending and adopted a cautious approach to new
program rollouts. While these conditions led to some moderation
in customer consumption, your Company continued to deliver

industry-leading growth and profitability, underpinned by its
differentiated operating model, strong customer relationships, and
focus on measurable business outcomes.

During the year, the business added nine new Managed Training
Services (MTS) customers, secured six scope expansions, and
achieved a 100% renewal rate for all contracts that came up for
renewal. At the close of FY25, NIIT MTS served 93 MTS customers,
with the top 20 customers contributing 75% of revenues. Revenue
visibility at year-end was USD 390 million. The Company expanded
its footprint within existing accounts and leveraged its scale and
expertise to grow wallet share.

EBITDA for the year was Rs. 3,763 million, representing a margin of
22.8%. Margins were lower than FY24 due to changes in business
mix and sharper fluctuations in customer consumption levels;
however, the Company remained among the most profitable
players in its sector. NIIT MTS continued to invest in strengthening
its capabilities, particularly in Generative AI (GenAI), which is being
deployed to deliver scalable, hyper-personalized learning solutions
with improved efficiency and enhanced outcomes. The Company
also made a minority investment in Strivr Labs Inc., a leader in
immersive and XR-based learning, broadening its solutions
portfolio across industries such as BFSI, retail, manufacturing, and
life sciences.

A detailed analysis of the overall performance is given in the
Management Discussion and Analysis Report, forming part of this
Report.

Future Plans

The global corporate learning and development (L&D) market is
projected to reach USD 460 billion by 2027. Proprietary training
outsourcing remains underpenetrated at less than 3% of overall
L&D spend, providing significant long-term growth potential for
specialist providers such as NIIT MTS. Outsourcing adoption
is being accelerated by the increasing complexity of training
requirements, heightened demand for measurable ROI from L&D
investments, and the shift by enterprises towards variable-cost
delivery models.

While near-term macroeconomic volatility may continue to extend
enterprise decision cycles, the underlying demand drivers for
NIIT MTS’ services remain strong. Skills gaps, regulatory change,
and rapid technological advances—particularly the adoption of
AI in learning—are prompting global corporations to seek agile,
scalable, and outcome-driven solutions. Your Company’s proven
capability stack, differentiated consulting expertise, and strong
track record in delivering measurable learning outcomes position it

to capture a growing share of this expanding market. With ongoing
investments in GenAI, immersive learning, and advisory services,
the Company is building a future-ready portfolio.

Your Company plans to continue its inorganic growth agenda to
add new capabilities, penetrate desired customer segments, and
strengthen presence in select geographies. This will be pursued
alongside a balanced organic growth strategy focused on new
customer acquisition, expansion within existing accounts, and
further strengthening of global delivery capabilities.

With a robust balance sheet, strong revenue visibility, and enduring
customer relationships, NIIT MTS aims to sustain industry¬
leading growth and profitability over the medium to long term,
while continuing to invest in innovation, thought leadership, and
global sales and marketing to drive large-scale, comprehensive
engagements.

Dividend

Your directors have recommended a dividend of Rs. 3/- per equity
share for FY25, for the approval of the Members at the ensuing
Annual General Meeting (AGM). The dividend, if approved, will be
paid within 30 days from the date of the AGM.

Transfer to Reserves

The Company has not transferred any sum to the general reserve
for FY25.

Material changes and commitments, if any, affecting the
financial position of the Company

There have been no material changes and commitments affecting
the financial position of the Company during FY25, other than
those explained herein. Further there has been no change in the
nature of the business of the Company.

Share Capital

During the year under review, there was no change in the
Authorized Share Capital of the Company. 736,628 equity shares
were allotted on exercise of stock options granted under NLSL
Employee Stock Option Plan 2023-0 pursuant to the Composite
Scheme of Arrangement.

The Corporate Governance Report provides details of shareholding
pattern, shares and unpaid/unclaimed dividends transferred to the
Investor Education and Protection Fund, as well as shares held in
the suspense account.

The Company’s equity shares continue to be listed on the National
Stock Exchange of India Limited (NSE) and BSE Limited (BSE),
and the listing fees for the financial year 2025-26 have been duly
paid to both Stock Exchanges.

JL

Subsidiaries, Joint Ventures and Associate Companies

The following entities continue to be wholly owned subsidiaries of

the Company:

a) NIIT (USA) Inc., USA

- St. Charles Consulting Group LLC, USA (subsidiary of
entity at serial no. a)

- Stackroute Learning Inc, USA (subsidiary of entity at
serial no. a)

- Eagle Training Spain, S.L.U (subsidiary of entity at serial
no. a)

- NIIT Mexico, S. DE R.L. DE C.V. (subsidiary of entity at
serial no. a)

- NIIT Brazil LTDA (subsidiary of entity at serial no. a)

b) NIIT Limited, UK

c) NIIT Malaysia Sdn. Bhd, Malaysia

d) NIIT (Ireland) Limited, Ireland

- NIIT Learning Solutions (Canada) Limited, Canada
(subsidiary of entity at serial no. d)

e) NIIT West Africa Limited, Nigeria

Pursuant to the provisions of Section 129(3) of the Companies
Act, 2013 (“the Act”), a statement containing the salient features of
financial statements of the Company’s subsidiaries is provided in
the prescribed Form AOC-1, annexed herewith as “Annexure-A”
and forming part of this Report. A detailed consolidated analysis
of the overall performance is given in the Management Discussion
and Analysis Report, forming part of this Report.

The list of Subsidiaries of the Company is also provided in Form
AOC-1 and notes to financial statements of the Company. There
was no change in subsidiaries during FY25.

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Consolidated Financial Statements

Pursuant to Section 129 of the Act and Regulation 34 of the
Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended from
time to time (“Listing Regulations”), the Consolidated Financial
Statements of the Company are attached herewith, prepared in
accordance with the provisions of the Act.

In accordance with the provisions of Section 136 of the Act, the
audited financial statements of the Company (Standalone and
Consolidated), along with the relevant documents and accounts
of each of its subsidiaries (audited, wherever applicable), are
available on the website of the Company at https://www.niit.com/
regulation46-of-the-lodr/. These documents shall also be available
for inspection by members upon request.

O—O

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Directors

During FY25, there was no change in Board of Directors of the
Company.

In accordance with the provisions of the Section 152 of the Act,
Mr. Sapnesh Kumar Lalla (DIN: 06808242) and Ms. Leher Vijay
Thadani (DIN: 03477205), Directors of the Company, retire by
rotation at the forthcoming AGM and, being eligible, have offered
themselves for re-appointment. The relevant details are provided
in the Notice of AGM.

The Board of Directors of the Company, based on the
recommendation of the Nomination and Remuneration Committee,
have recommended their re-appointment to the members for
approval.

The Board comprises diversity in terms of age, expertise, domain
experience, gender, and geography.

The Company has received declarations from all the Independent
Directors confirming that they meet the criteria of Independence
as prescribed under the Act and Listing Regulations.

Further, in the opinion of the Board, and on the basis of such
declarations all Independent Directors fulfill the conditions
specified in the Act and Rules made thereunder, read with the
applicable regulations of Listing Regulations, for continuing their
appointment as Independent Directors of the Company and are
independent of the management.

All Independent Directors have registered themselves with the
Indian Institute of Corporate Affairs for the inclusion of their name
in the data bank of independent directors, pursuant to the provision
of Rule 6 (1) of Companies (Appointment and Qualification of
Directors) Rules, 2014. They have further confirmed that they shall
comply with other requirements, as applicable under the said
Rules.

° O °

Meetings of the Board

During the year under review, seven (7) meetings of the Board of
Directors were convened and held. The intervening gap between
any two board meetings was within the period prescribed under
the Act and Listing Regulations. For further details, please refer
to the Corporate Governance Report, forming part of this Report.

Board Evaluation

Pursuant to the provisions of the Act and Listing Regulations, the
Board carried out the annual performance evaluation for itself,
the Directors individually (including the Chairman ), as well as the
functioning of its Audit Committee, Nomination and Remuneration
Committee, Corporate Social Responsibility Committee,
Stakeholders’ Relationship Committee, and Risk Management
Committee.

Inputs were received from the Directors covering various
aspects of the Board’s functioning, such as the adequacy of
the composition, frequency of meeting of the Board and its
Committees, effectiveness, ethics and compliances, evaluation of
the Company’s performance, and adequacy of internal controls
and audits.

A separate exercise was conducted to evaluate the performance of
individual Directors, including the Chairman, based on parameters
such as level of engagement and contribution, effective
participation in Board/Committee Meetings, independence of
judgment, safeguarding the interest of the Company and its
minority shareholders, providing expert advice to the Board, the
Board Skills matrix, and contribution to deliberations on related
party transactions.

Directors’ Responsibility Statement

As required under Section 134(5) of the Act, the Directors of the
Company hereby state and confirm that:

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

b) the Directors have selected such Accounting Policies
and applied them consistently and made judgements and
estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company at the
end of FY25 and of the profit & loss of the Company for that
period;

c) the Directors have 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) the Directors have prepared the Annual Accounts on the
going concern basis;

e) the Directors have 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) the Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.

The Directors confirm that the Company has complied with the
applicable mandatory Secretarial Standards, i.e., SS-1: Secretarial
Standard on Meetings of the Board of Directors and SS-2:
Secretarial Standard on General Meetings issued by the Institute
of Company Secretaries of India.

Key Managerial Personnels (“KMP”)

n-*-n

There was no change in KMP of the Company during FY25. The
following officials continue to be KMP of the Company in terms of
provisions of the Act:

- Mr. Vijay Kumar Thadani, Vice Chairman & Managing Director

- Mr. Sapnesh Kumar Lalla, Executive Director & Chief Executive
Officer

- Mr. Sanjay Mal, Chief Financial Officer

- Mr. Deepak Bansal, Company Secretary

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Statutory Auditors

S. R. Batliboi & Associates LLP, Chartered Accountants, Gurugram
(Firm Registration Number 101049W/ E300004), were appointed
as Statutory Auditors of the Company for a second term of five
(5) consecutive years at the AGM held on July 29, 2022. The
Statutory Auditors continue to be eligible and qualified to act as
the Statutory Auditors of the Company.

The notes on the Financial Statements (Standalone and
Consolidated) referred to in the Auditors’ Reports are self¬
explanatory and do not require any further comments. The
Auditors’ Reports do not contain any qualification, reservation or
adverse remark.

Secretarial Auditors

Pursuant to provisions of Section 204 of the Act, the Board
appointed M/s. PI & Associates, a firm of Company Secretaries
in Practice (Firm Registration Number P2014UP035400) as
Secretarial Auditors to conduct secretarial audit of the Company
for FY25. The Secretarial Audit Report for FY25 is annexed herewith
as “Annexure - B”, and forms part of this Report. The Secretarial
Audit Report does not contain any qualification, reservation, or
adverse remark.

The Company did not have any material unlisted Indian subsidiary
in terms of the Listing Regulations. Accordingly, the provisions of
Regulation 24A of the Listing Regulations relating to the secretarial
audit of such material subsidiary were not applicable to the
Company for FY25.

Further, in terms of the provisions of Section 204 of the
Act, read with Regulation 24A of the Listing Regulations,
M/s. PI & Associates, a firm of Company Secretaries in Practice
(Firm Registration Number P2014UP035400) was appointed
as the Secretarial Auditors of the Company for a term of five (5)
consecutive financial years commencing from April 1, 2025 till
March 31, 2030, at a remuneration as may be mutually agreed
upon between the Board and the Secretarial Auditors from time to
time. The appointment is subject to approval of the members at
the ensuing AGM. The Board recommends the said appointment
for your approval.

M/s. PI & Associates have confirmed that they are qualified for
being appointed as the Secretarial Auditors of the Company and
meet with the prescribed eligibility criteria.

Cost Auditors

The cost accounts and records are made and maintained by the
Company, in accordance with the provisions of Section 148 of the
Act.

Pursuant to the provisions of Section 148 of the Act read with
the Companies (Cost Records and Audit) Rules, 2014, the Board
appointed M/s. Ramanath Iyer and Co., Cost Accountants
(Firm Registration Number 000019), as the Cost Auditors of
the Company for conducting the audit of cost records of the
Company’s products/services for FY25. The remuneration payable
to the Cost Auditors is subject to ratification by the members of
the Company at the forthcoming AGM.

The due date for filing the Cost Audit Report of the Company
for the financial year ended March 31, 2024, was September 30,
2024. The Cost Audit Report was filed on August 29, 2024, and
did not contain any qualification, reservation, or adverse remark.

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Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors, Secretarial
Auditors and Cost Auditors did not report any instance of fraud
committed against the Company by its officers or employees, as
specified under Section 143(12) of the Act. Hence, no disclosure
is required under Section 134(3)(ca) of the Act.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report, pursuant to
Regulation 34(2)(e) read with Para B of Schedule V of the Listing
Regulations, is presented in a separate section and forms part of
this Report.

Business Responsibility Sustainability Report

We are pleased to present our Business Responsibility and
Sustainability Report (BRSR) for FY25. This Report has been
prepared in accordance with the format prescribed under the
Listing Regulations and forms an integral part of this Annual
Report. Developed in alignment with the nine principles of the
National Guidelines on Responsible Business Conduct issued
by the Ministry of Corporate Affairs, Government of India,
the BRSR reflects our continued commitment to responsible
business practices and to environmental, social and governance
disclosures. We have further strengthened our reporting framework
and mechanisms to ensure accurate and reliable data capture for
BRSR disclosures.

The Company strongly believes that sustainable and inclusive
growth is rooted in a solid foundation of environmental and social
responsibility, supported by sound governance practices. The
BRSR outlines our continued efforts to integrate and implement
a balanced approach to ESG principles across our operations—
demonstrating our commitment to transparency and stakeholder
engagement.

01

Corporate Governance Report

Your Company continues to adhere to the Corporate Governance
requirements set out by the SEBI and remains committed to the
highest standard of Corporate Governance.

Your Company has complied with all the mandatory requirements
relating to Corporate Governance in the Listing Regulations. The
Corporate Governance Report, pursuant to the requirement of
Listing Regulations, is presented as a separate section and forms
a part of this Report. A Certificate from the Secretarial Auditors
confirming compliance with the conditions of the Corporate
Governance stipulated in Para E of Schedule V of Listing
Regulations is also annexed to the said Corporate Governance
Report.

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Corporate Social Responsibility

Pursuant to the requirements of Section 135 of the Act read
with the Companies (Corporate Social Responsibility Policy)
Rules, 2014, the Company has a Corporate Social Responsibility
(CSR) Committee. The detail of the Committee is provided in
the Corporate Governance Report, forming part of this Report.
The CSR Policy of the Company is available on the Company’s
website at https://info.niit.com/hubfs/section46-of-the-lodr/code-
of-conduct-policies/CSR%20Policy.pdf

During the year under review, the Company spent Rs. 13.80
million on CSR activities in the education sector. The Report on the
CSR activities, in the prescribed format and approved by the CSR
Committee on May 14, 2025, is annexed herewith as “Annexure -
C”, and forms part of this Report.

Our CSR efforts this year were enriched by the active and heartfelt
participation of our employees. Through initiatives like “Gift a
Smile”, we spread joy to communities by donating essential items.
“Gift of Technology” helped bridge the digital divide by providing
laptops and desktops, through trusted NGOs, to support learning
and connectivity. “Gift of Breeze” brought everyday comfort to
students at a school for the hearing-impaired through the donation
of much-needed fans. Demonstrating our global commitment, we
also partnered with an NGO in the USA to support its holiday
donation drive, bringing warmth and cheer to families with
hospitalized children. Together, these initiatives reflect our belief
that meaningful change begins with compassion and underscore
our dedication to making a positive difference in communities—
both locally and globally.

I—=J Related Party Transactions

The Board of the Company on the recommendation of the Audit
Committee, had adopted a Related Party Transactions Policy
for identifying, reviewing, and approving transactions between
the Company and the related parties, in compliance with the
applicable provisions of the Listing Regulations, the Act and the
Rules thereunder.

All related party transactions entered into by the Company during
the year were in the ordinary course of business and on an arm’s
length basis. No material related party transaction was undertaken
by the Company with Promoters, Directors, Key Managerial
Personnel, or other related parties, that could have a potential
conflict with the interest of the Company at large. All related party
transactions were duly approved by the Audit Committee and

were also placed before the Board as a matter of good corporate
governance practice.

A statement of related party transactions was presented before
the Audit Committee on a quarterly basis for review, and prior/
omnibus approval was also obtained, specifying the nature, value,
and terms and conditions of the transactions.

None of the transactions with the related parties fall under the
scope of Section 188(1) of the Act. The details of related party
transactions pursuant to Section 134(3)(h) of the Act read with
Rule 8 of the Companies (Accounts) Rules, 2014 in the prescribed
Form No. AOC- 2, are provided in “Annexure - D”, forming part
of this Report.

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Internal Financial Controls

The Company has designed and implemented a process-driven
framework for internal financial controls within the meaning
of Section 134(5)(e) of the Act. A detailed note on the internal
controls system and its adequacy is provided in the Management
Discussion and Analysis Report. The Board is of the opinion that
the Company has sound internal financial controls commensurate
with the nature and size of its business operations, with controls in
place and operating effectively.

The Company’s risk management framework is also detailed in the
Management Discussion and Analysis Report.

Vigil Mechanism

Pursuant to the provisions of Sections 177(9) & 177(10) of the
Act and Regulation 22 of Listing Regulations, the Company
has established a vigil mechanism for Directors and employees
to report genuine concerns. The vigil mechanism provides for
adequate safeguards against victimization and direct access to
the Chairman of the Audit Committee, in accordance with the law.
Further details are provided in the Corporate Governance Report.

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Statutory Committees

The details of the Committees of the Board - namely, the Audit
Committee, Nomination & Remuneration Committee, Corporate
Social Responsibility Committee, Stakeholders’ Relationship
Committee and Risk Management Committee - constituted in
compliance with the applicable provisions of the Act and Listing
Regulations, are provided in the Corporate Governance Report.

Statutory Policies/Codes

The Company has, inter-alias, adopted the following policies and
codes in accordance with the applicable provisions of the Act and
Listing Regulations:

• Policy on Determination of ‘Material’ Subsidiaries

• Policy on Determination of Material/Price Sensitive Information

• Policy on Related Party Transactions

• Nomination and Remuneration Policy

• Code of Conduct to Regulate, Monitor and Trading by
Designated Persons

• Code of Practices and Procedures for Fair Disclosure of UPSI

• Policy for Procedure of Inquiry in Case of Leak of UPSI

• Archival Policy

• Whistle Blower Policy

• Code of Conduct

• Corporate Social Responsibility Policy

• Dividend Distribution Policy

The Company has a policy on “Prevention of Sexual Harassment
of Women at Workplace” and matters connected therewith or
incidental thereto, covering all the aspects as contained under
“The Sexual Harassment of Women at Workplace (Prohibition,
Prevention, and Redressal) Act, 2013.” The details of the Internal
Complaint Committee (ICC) and status of complaint are provided
in the Corporate Governance Report.

Nomination and Remuneration Policy

The Board, on the recommendation of the Nomination &
Remuneration Committee, had adopted the Nomination and
Remuneration Policy. The detail is given in the Corporate
Governance Report.

Dividend Distribution Policy

Pursuant to the provisions of Regulation 43A of Listing Regulations,
the Dividend Distribution Policy is provided in “Annexure - E”,
forming part of this Report, and is also available on the website of
the Company at https://info.niit.com/hubfs/section46-of-the-lodr/
code-of-conduct-policies/Dividend%20Distribution%20Policy.
pdf

Information relating to Conservation of Energy, Technology

Absorption, Research and Development, Foreign Exchange

Earnings and Outgo:

a) Conservation of energy

Although the operations of the Company are not energy¬
intensive, the management remains conscious of the
importance of energy conservation at all operational levels,
and efforts are being made in this direction on a continuous
basis. Adequate measures have been implemented to reduce
energy consumption, whenever possible, through the use
of energy-efficient equipment. The actions taken by the
Company are included in BRSR. The disclosure of particulars
with respect to conservation of energy, as prescribed in
Section 134(3) of the Act read with the Companies (Accounts)
Rules, 2014, is not applicable to the Company and hence not
provided.

b) Technology absorption

The Company acknowledges that technology inevitably
becomes outdated. To maintain leadership in innovation,
we have established partnerships with global leaders in the
Information Technology industry. These collaborations aim to
leverage the capabilities of AI and implement this technology
where it is feasible and beneficial. Your company believes
that AI is going to transform the learning industry. It’s not just
another trend—it’s a fundamental shift that will reshape the
entire landscape of learning and development. Your company
focuses on the use of AI technology to deliver world-class
learning products, and on partnering with clients to help
them develop a future-proof approach of reshaping their
organizations to take advantage of AI.

Technology has demonstrated transformative impact across
several key areas: marketing and customer acquisition, virtual
online learning delivery, and mobile application-supported
learning and engagement. These innovations enable the
creation of hyper-realistic, personalized simulations based
on scientifically validated instructional methodologies, thus
enhancing pedagogical effectiveness

Technology has been used to facilitate safe workplace
in office and when remote for employees. A productivity
platform, inclusive of a common collaboration platform, has
been put in place to guarantee smooth work execution and
management. Extra security measures, such as a multifactor
authentication, have been put in place. Systems for Security
Event and Incident Management monitoring have been set up
to speed up the detection of threats and effective incident
response.

c) Research and development

Your Company prioritizes innovation by investing in research
and development to create new opportunities, anticipate
challenges, and prepare for obstacles ahead. Through
consistent exploration and advancement, we position
ourselves to overcome future hurdles and capitalize on

emerging opportunities. We maintain appropriate funding to
support ongoing innovation efforts. We’ve refined our ability
to develop digital point solutions that can be rapidly deployed
to provide significant value to our clients, greatly improving
our delivery speed. Our digital ecosystem now leverages
generative AI to create learning experiences that were never
possible earlier. Despite the scale and complexity of your
Company’s operations, the associated costs over the past
fiscal year have remained modest.

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
and other services to its overseas clients to meet their
varying learning needs. The Company develops content
in a range of subjects for a widely varied audience. The
Company will continue to strengthen its presence in the
USA, Europe, Africa, China, South East Asia, etc., with a
view to increase exports.

(ii) Expenditure and Earnings in Foreign Currency

The details of foreign exchange earned in terms of actual
inflows and the foreign exchange outgo in terms of actual
outflows, during the year are as follows:

Particulars	FY25	FY24
Foreign Exchange Earnings	4,402	3,755
Foreign Exchange Outflow	825	672

Particulars of Loans, Guarantees, or Investments

Details of Loans, Guarantees or Investments (if any) covered under
the provisions of Section 186 of the Act are given in the Notes to
the Financial Statements.

Annual Return

The Annual Return as required under Section 134 (3) read with
92(3) of the Act is available on the website of the Company at
https://www.niit.com/regulation46-of-the-lodr/Annual-Returns.
html

General

Your directors state that no disclosure or reporting is required in
respect of the following matters, as there were no transactions on
these items during the year under review:

• Issue of equity shares with differential rights as to dividend,
voting or otherwise.

• Issue of shares (including sweat equity shares) to the
employees of the Company under any scheme, except the
Employees’ Stock Options Plan referred to in this Report.

• Any scheme or provision of money for the purchase of its
own shares by employees or by trustees for the benefit of
employees.

• Managing or Whole-time Director of the Company, in
receipt of commission from the Company and receiving any
remuneration or commission from any subsidiary Company.

• Significant or material orders passed by the Regulators or
Courts or Tribunals, which impact the going concern status of
the Company and its operation in future or any application or
proceedings made under the Indian Bankruptcy Code, 2016.

• Buyback of shares.

• Public Deposits In terms of the provisions of Section 73 of
the Act and the Companies (Acceptance of Deposits) Rules,
2014.

Remuneration of the Directors / Key Managerial Personnel/
Employees

The information in accordance with the provisions of Section
197(12) of the Act read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is
provided in “Annexure - F”, forming part of this Report.

°0°

Human Resources

NIITians, continue to be a cornerstone of the Company’s success.
The Company has a positive and enabling work environment
that nurtures innovation and upholds meritocracy at every level.
A comprehensive overview of our human resource practices is
provided in the Management Discussion and Analysis Report.
Employee relations remained constructive and cordial across all
the Company’s locations.

Employee Stock Options

The Company views equity-based compensation as a strategic
approach to align employee incentives with its long-term value
creation strategy for stakeholders.

During FY25, the Company granted 2,676,250 stock options
at market price at the time of grant under newly formed NLSL
Employee Stock Option Plan 2024. The Company had earlier
granted stock options under NLSL Employee Stock Option Plan
2023-0, pursuant to the Composite Scheme of Arrangement in
FY24.

The grant-wise details of such stock options are partially provided
in the Notes to Accounts of the Financial Statements in the Annual
Report. A comprehensive note is available on the Company’s
website at www.niitmts.com and forms a part of this Report. The
same shall also be available for inspection by members upon
request.

The Company has received a certificate from M/s. PI & Associates,
a firm of Company Secretaries in Practice, confirming that the
aforesaid stock option plans have been implemented in compliance
with applicable SEBI regulations. This certificate will be placed at
the ensuing AGM for inspection by members.

Acknowledgement

The fiscal year 2024-25 was marked by sustained uncertainty in
the external environment, with limited visibility into key market
dynamics. These conditions created considerable challenges to
growth. Nevertheless, the Company demonstrated resilience and
adaptability, responding strategically to evolving circumstances
while remaining focused on long-term value creation and
operational excellence.

The Board of Directors places on record its sincere appreciation to
our esteemed customers, business partners, suppliers, financial
institutions, government agencies, and regulatory authorities for
their continued support and collaboration during the year.

We also extend our heartfelt gratitude to all employees for their
resilience, dedication, and tireless efforts, which have been pivotal

in advancing the Company through a challenging and dynamic
business landscape.

Above all, the Board expresses its deep appreciation to our
shareholders for their enduring trust, confidence, and commitment.

Looking ahead, the Board remains firmly focused on driving
sustainable, long-term growth and delivering enduring value to all
stakeholders.

By Order of the Board
For NIIT Learning Systems Limited

Rajendra S Pawar

Place: Gurugram Chairman

Date: May 14, 2025 DIN: 00042516

---

Mar 31, 2024

Your directors take pleasure in presenting the 22^nd Annual Report along with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31,2024.

Financial Highlights

The highlights of your Company''s financial results for the financial year (FY) April 1,2023, to March 31,2024, (FY24) are as follows:

(All Amounts in Rs. Million, unless otherwise stated)
Particulars	Consolidated		Standalone
	FY24	FY23	FY24	FY23
INCOME
Revenue from operations	15,535	13,618	4,002	4,038
Other Income	319	151	964	574
Total Income	15,855	13,769	4,966	4,612
Total Expenses	12,832	11,298	3,711	3,594
Profit before exceptional items and tax	3,023	2,471	1,255	1,018
Exceptional items	(52)	(186)	(14)	(36)
Profit before Tax	2,971	2,285	1,241	982
Tax Expenses	839	363	220	(10)
Profit for the year	2,132	1,922	1021	993
Earnings per equity share
Basic EPS (Rs.)	15.82	14.31	7.57	7.39
Diluted EPS (Rs.)	15.22	13.97	7.29	7.22

Your Company''s consolidated revenue from operations for FY24 is Rs. 15,535 million as against Rs. 13,618 million in the previous financial year and the profit after tax is Rs. 2,132 million as against Rs. 1,922 million in the previous financial year.

Your Company''s standalone revenue from operations for FY24 is Rs. 4,002 million as against Rs. 4,038 million in the previous financial year, and the profit after tax is Rs. 1,021 million as against profit of Rs. 993 million in the previous financial year.

Business Operations

During the year, the Corporate Learning Business Undertaking has been transferred from NIIT Limited to NIIT Learning Systems Limited (NLSL) through the Composite Scheme of Arrangement (Scheme). The deemed date of this transfer, as per the Scheme, is from the Appointed Date i.e., April 1, 2022. As a result, the financials statements of the Company include impact of this transfer in both FY23 and FY24.

Revenue of the Company grew 14% YoY in FY24. The growth was 10% YoY in constant currency. Excluding full year revenue from St. Charles Consulting Group (StC), which the Company acquired on November 4, 2022, the organic revenues grew 4% YoY. The StC business is now fully integrated and operating synergistically with the outsourcing business.

The prevailing economic uncertainty during the year led to slowdown in private investments and decision making. This has caused contraction in consumption of training in the near term, as companies pushed out discretionary spending. The uncertainty was caused by high interest rates, geopolitical conflicts in Europe and the Middle East, as well as technological disruptions including impact of GenAI.

The Company achieved growth due to strong addition of new logos as well as expansion of wallet share in existing accounts. During the year, the business added 1 1 new customers. The Company also maintained 100% renewal record in contracts that came up for renewal. NLSL ended the year with 87 customers and Revenue Visibility of USD 335 million.

EBITDA for the year was Rs. 3,762 million, up 19% YoY. EBITDA margin was 24% versus 23% last year. Margin improved 106 bps on improved business mix and higher utilization of resources, even as company continued to prioritize investments in new capabilities including Gen AI, entry into new sectors and S&M, as well as uptick in premise and travel costs.

A detailed analysis of the overall performance is given in the Management Discussion and Analysis Report, forming part of this Report.

Future Plans

Global spending on Corporate Learning & Development (L&D) is USD 370 billion per annum. Currently, less than 5% of these spends are outsourced. This creates a large, multiyear runway for growth for training outsourcing. Outsourcing has been going up driven by increasing complexity, and as organizations demand greater accountability from their L&D functions. Outsourcing to specialist firms also frees customers to focus on their core while improving both efficiency and effectiveness of learning.

Expenditure on training was compressed during FY24 due to the prevailing economic uncertainty. This is expected to revert to normal over a period of time, as economic activity picks up. Also, as economies emerge from the slowdown, companies are expected to seek reduction of fixed expenses and outsource non-core functions. Training is a potential area for significantly higher penetration of outsourcing, driven by this move. Over medium to long term, NLSL expects a big shift to outsourcing and is well positioned to benefit from this trend.

Your company is currently ranked among the Top 5 global providers of Managed Training Services. The Company continues to achieve industry leading growth with strong addition of new customers and retention of existing relationships. With a strong balance sheet and availability of growth capital, your Company sees an opportunity to move up the leadership ladder. The successful completion of the planned demerger during the year provides the business with a sharper focus and energy to further accelerate its growth.

Your Company intends to capitalize on its expertise and capabilities to expedite growth. In pursuit of this goal, the Company is committed to maintaining ongoing investments in innovation to ensure customer satisfaction, in advisory services to foster thought leadership, and in Sales & Marketing to build a global platform for large-scale comprehensive deals aimed at accelerating growth. The Company is making rapid progress in leveraging GenAI across multiple aspects of its work. In projects and workstreams including GenAI, the Company is becoming significantly more ambitious in terms of learning outcomes for its customers.

The Company would continue to explore inorganic opportunities to add new capabilities and penetrate desired markets and customer segments. The Company is actively engaged in assessing potential target businesses for such opportunities.

Dividend

Your directors, on October 30, 2023, declared an interim dividend of Rs. 2.50/- per equity share (face value of Rs. 2/-) during the financial year ended March 31, 2024. The interim dividend was paid to the shareholders whose names were on the register of members as on November 10, 2023, being the record date fixed for this purpose.

Further, your directors have also recommended a final dividend of Rs. 2.75/- per equity share (face value of Rs. 2/-) for the financial year ended March 31, 2024, for the approval of the Members at the ensuing Annual General Meeting (AGM). The final dividend, if approved, will be paid within 30 days of the AGM.

Transfer to Reserves

The Company has not transferred any sum to the general reserve for the financial year 2023-24.

Material changes and commitments, if any, affecting the financial position of the Company

Scheme of Arrangement

Your Board of Directors had, at its meeting held on January 28, 2022, approved Composite Scheme of Arrangement between NIIT Limited ("the Transferor Company" or "NIIT") and NIIT Learning Systems Limited (formerly known as Mindchampion Learning Systems Limited), a wholly owned subsidiary of NIIT ("the Transferee Company" or "NLSL") and their respective shareholders and creditors ("the Scheme") as per the provisions of Sections 230-232 and any other applicable provisions of the Companies Act, 2013 ("the Act"), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("Listing Regulations"), and in terms of SEBI Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/000000065 dated November 23, 2021.

During the year under review, the Scheme was approved by the Hon''ble National Company Law Tribunal, Chandigarh Bench ("NCLT"/ "Tribunal") vide its order dated May 19, 2023. The Scheme became effective on May 24, 2023 ("the Effective Date"), with effect from the Appointed Date i.e., April 1,2022.

Upon the Scheme becoming effective:

• the paid-up equity share capital of the Transferee Company comprising of 11,55,64,072 equity shares of INR 10/- each aggregating to INR 1,15,56,40,720 (Indian Rupees One Hundred Fifteen Crores Fifty-Six Lakh Forty Thousand Seven Hundred and Twenty) and securities premium amounting to INR 2,00,00,000 (Indian Rupees Two Crores) stand reduced and cancelled pursuant to Section 66 and other applicable provisions of the Act.

• the authorised share capital of the Company got reclassified/reorganized by reducing the face value of equity shares to INR 2 (Indian Rupees Two, only) divided into 60,00,00,000 equity shares of INR 2 (Indian Rupees Two, only) each aggregating to INR 1,20,00,00,000 (Indian Rupees One Hundred Twenty Crores).

• the CLG Business Undertaking of the Transferor Company got transferred and vested to the Transferee Company

• in consideration of the transfer and vesting of the CLG Business Undertaking from the Transferor Company into the Transferee Company pursuant to Part IV of the Scheme, the Transferee Company, on June 12, 2023, has issued and allotted equity shares of Rs. 2/- (Rupees Two) each to the equity shareholders of Transferor Company, whose name appeared in the register of members of Transferor Company as shareholder on the Record Date, in the Ratio of 1:1 [i.e. 1 (one) equity share of the Transferee Company for every 1 (one) equity share held of the Transferor Company of face value of Rs. 2/- each as on the Record Date]. These equity shares of the Transferee Company were listed on the BSE Limited and National Stock Exchange of India Limited ("Stock Exchanges") on August 8, 2023.

• Employees Stock Option Plan namely NLSL ESOP 2023-0 was framed pursuant to the Composite Scheme of Arrangement. This plan provided for grant of upto 91,85,107 Company''s stock options to Option Grantees of Transferor Company, who held as many unexercised NIIT stock options as on the Effective Date of the Scheme (irrespective of whether they were employees of Transferor Company or its subsidiaries or become employees of the Transferee Company or its subsidiaries pursuant to this Scheme).

After the requisite in-principal listing approval of the stock exchanges, the Company has granted 91,20,107 stock options under this Plan on September 20, 2023.

Share Capital

During the year under review, the Company has allotted:

• 13,46,14,360 equity shares of Rs.2/- pursuant to the Composite Scheme of Arrangement; and

• 824,361 equity shares on the exercise of stock options granted under the NLSL ESOP 2023-0.

There was no buyback by the Company.

Subsidiaries, Joint Ventures and Associate Companies

Pursuant to the Composite Scheme Scheme of Arrangement, following entities became subsidiaries of the Company, being a part of CLG Business Undertaking:

a) NIIT USA I nc, USA

- Stackroute Learning Inc, USA (subsidiary of entity at serial no. a)

- St. Charles Consulting Group LLC, USA (subsidiary of entity at serial no. a)

- Eagle Training Spain, S.L.U (subsidiary of entity at Serial no. a)

- NIIT Mexico, S. DE R.L. DE C.V (subsidiary of entity at serial no. a)

- NIIT Brazil LTDA (subsidiary of entity at serial no. a)

b) NIIT Limited, UK

c) NIIT Malaysia Sdn. Bhd, Malaysia

d) NIIT (Ireland) Limited, Ireland

- NIIT Learning Solutions (Canada) Limited, Canada (subsidiary of entity at serial no. d)

e) NIIT West Africa Limited, Nigeria

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of each of the Company''s subsidiaries are provided in the prescribed Form AOC-1, annexed herewith as "Annexure-A" forming part of this Report.

The list of Subsidiaries of the Company, including the change (if any) during the year, is provided in Form AOC-1 and notes to financial statements of the Company.

Consolidated Financial Statements

Pursuant to Section 129 of the Act and Regulation 34 of the Listing Regulations, the Consolidated Financial Statements of the Company is attached herewith, as prepared in accordance with the provisions of the Act.

Pursuant to the provisions of Section 136 of the Act, the audited financial statements of the Company (Standalone and Consolidated) along with the relevant documents and the audited accounts of each of its subsidiaries are available on the website of the Company, i.e., https://www.niit.com/ regulation46-of-the-lodr/. The same shall also be available for inspection by members upon request.

Directors

In accordance with the provisions of the Section 152 of the Act, Mr. Rajendra Singh Pawar (DIN: 00042516) and Mr. Vijay Kumar Thadani (DIN: 00042527), Directors of the Company retire by rotation at the forthcoming Annual General Meeting ("AGM") and being eligible have offered themselves for re-appointment as Directors of the Company. The relevant detail is provided in the Notice.

The Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee, have recommended their re-appointment to the members for their approval.

During the financial year 2023-24, the Board of Directors was reconstituted considering the implementation of the Composite Scheme of Arrangement:

- Mr. Ravinder Singh and Ms. Sangita Singh were appointed as Independent Directors of the Company, not liable to retire by rotation, with effect from May 20, 2023, for a term of five years.

- Mr. Rajendra Singh Pawar was appointed as NonExecutive and Non-Independent Director and Chairman of the Company, liable to retire by rotation, with effect from May 24, 2023.

- Mr. Vijay K Thadani, Non-executive Director was appointed as Vice-Chairman & Managing Director of the Company, liable to retire by rotation, for a period of 5 years w.e.f. May 24, 2023.

- Mr. Sapnesh Kumar Lalla, Non-executive Director was appointed as Executive Director and Chief Executive Officer of the Company, liable to retire by rotation, for a period of 5 years w.e.f. May 24, 2023.

- Mr. Ravindra Babu Garikipati was appointed as an Independent Director of the Company, not liable to retire by rotation, with effect from May 24, 2023, for a term of five years.

- Ms. Leher Vijay Thadani was appointed as NonExecutive and Non-Independent Director of the Company, liable to retire by rotation, with effect from

May 24, 2023.

- Dr. Parthasarathy Vankipuram Srinivasa was appointed as an Independent Director of the Company, not liable to retire by rotation, with effect from June 16, 2023, for a term of five years.

The Board recommended the appointment of these Directors for approval of shareholders through postal ballot. The same was approved by the shareholder with requisite majority on August 2, 2023.

The Board have diversity in terms of age, expertise, domain experience, gender, and geography.

Further, Mr. Parappil Rajendran and Ms. Mita Brahma, Nonexecutive Directors of the Company, had resigned from the Board of the Company with effect from May 24, 2023, due to their inability to devote adequate time in view of their other pre-occupation. The Board placed on record its appreciation for the valuable contribution and guidance by Mr. Parappil Rajendran and Ms. Mita Brahma during their tenure as Non-executive Directors of the Company.

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under the Act and Listing Regulations.

Further, in the opinion of the Board and on the basis of declaration of independence provided by the Independent Directors, they all fulfill the conditions specified in the Act and Rules made thereunder, read with the applicable regulations of Listing Regulations, for their appointment as Independent Directors of the Company and are independent of the management.

All Independent Directors have registered themselves with the Indian Institute of Corporate Affairs for the inclusion of their name in the data bank of independent directors, pursuant to the provision of Rule 6 (1) of Companies (Appointment and Qualification of Directors) Rules, 2014. Further, they have confirmed that they shall comply with other requirements, as applicable under the said rule.

Key Managerial Personnel(s) ("KMP")

As on March 31,2024, the following officials were the KMP of the Company in terms of provisions of the Act:

- Mr. Vijay Kumar Thadani, Vice Chairman & Managing Director¹

- Mr. Sapnesh Kumar Lalla, Executive Director and Chief Executive Officer^1,2

- Mr. Sanjay Mal, Chief Financial Officer ²

- Mr. Deepak Bansal, Company Secretary ²

¹w.e.f. May 24, 2023; Non-executive Director upto May 23, 2023.

²pursuant to the Composite Scheme of Arrangement, employment transferred as part of CLG business undertaking and appointed in the Company w.e.f. May 24, 2023.

During the year under review, following person ceased to be the KMP of the Company in terms of provisions of the Act:

- Ms. Leena Khokha as Manager (w.e.f. April 30, 2023)

- Mr. Sanjay Kumar Jain as Chief Financial Officer (w.e.f. May 24, 2023)

- Mr. Siddharth Nath as Company Secretary (w.e.f. May 24, 2023)

Meetings of the Board

During the year under review, eight (8) Board meetings were convened and held. The intervening gap between the two board meetings was within the period prescribed under the Act and Listing Regulations. For further details, please refer to the Corporate Governance Report, forming part of this Report.

Board Evaluation

Pursuant to the provisions of the Act and Listing Regulations, the Board has carried out the annual performance evaluation for itself, the Directors individually (including the Chairman of the Board), as well as the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders'' Relationship Committee, and Risk Management Committee.

Inputs were received from the Directors, covering various aspects of the Board''s functioning, such as the adequacy of the composition of the Board and its Committees, its effectiveness, ethics and compliances, the evaluation of the Company''s performance, 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 the level of engagement and contribution, effective participation in Board/Committee Meetings, independence of judgment, safeguarding the interest of the Company and its minority shareholders, providing expert advice to the Board, the Board Skills matrix, and contributing in deliberations while approving related party transactions.

Directors'' Responsibility Statement

As required under Section 134(5) of the Act, the Directors of the Company hereby state and confirm that:

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

b) the Directors have selected such Accounting Policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as

to give a true and fair view of the state of affairs of the Company at the end of FY24 and of the profit & loss of the Company for that period;

c) the Directors have 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) the Directors have prepared the Annual Accounts on the going concern basis;

e) the Directors have 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) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Secretarial Standards

The Directors state that the applicable mandatory Secretarial Standards, i.e., SS-1: Secretarial Standard on Meetings of the Board of Directors and SS-2: Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, have been followed by the Company.

Statutory Auditors

S. R. Batliboi & Associates LLP, Chartered Accountants, Gurugram (FRN 101049W/ E300004), was appointed as Statutory Auditors of the Company, for a second term of 5 (five) consecutive years, at the AGM held on July 29,

2022. The Statutory Auditors have confirmed that they are eligible and qualified to continue as Statutory Auditors of the Company.

Statutory Auditors'' Report

The notes on the Financial Statements (Standalone and Consolidated) referred to in the Auditors'' Reports are selfexplanatory and do not require any further comments. The Auditors'' Reports do not contain any qualification, reservation or adverse remark.

Secretarial Auditors

Pursuant to provision of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 201 4, the Board had appointed PI & Associates, Practicing Company Secretaries as Secretarial Auditor to conduct secretarial audit of the Company for FY24. The Secretarial Audit Report for FY24 is annexed herewith as "Annexure B", forming part of this report. The Secretarial Audit Report does not contain any qualification, reservation, or adverse remark.

There was no material unlisted Indian subsidiary of the Company in terms of Listing Regulations, as on March 31,

2023. Thus provisions of Regulation 24A of the Listing Regulations for secretarial audit of such material subsidiary was not applicable to the Company for the financial year

2023-24.

Cost Accounts and Cost Auditors

The cost accounts and records are made and maintained by the Company, as required in accordance with the provisions of Section 148 of the Act.

Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Board appointed M/s. Ramanath Iyer and Co., Cost Accountants, as the Cost Auditors of the Company, for conducting the audit of cost records of products/services of the Company for FY24. The ratification of remuneration payable to the Cost Auditors is being sought from the members of the Company at the forthcoming AGM.

Reporting of Frauds by Auditors

During the year under review, Statutory Auditor, Secretarial Auditor and Cost Auditor did not report any instances of fraud committed against the Company by its officers or employees as specified under Section 143(12) of the Act. Hence, no detail is required to be disclosed under Section 134(3)(ca) of the Act.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report, pursuant to Regulation 34(2)(e) read with Para B of Schedule V of the Listing Regulations, is given as a separate section and forms part of this Report.

Corporate Governance Report

Your Company continues to adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI) and is committed to the highest standard of Corporate Governance.

Your Company has complied with all the mandatory requirements relating to Corporate Governance in the Listing Regulations. The Corporate Governance Report pursuant to the requirement of Listing Regulations is given as a separate section and forms a part of this Report. The Certificate from the Secretarial Auditors confirming the compliance with the conditions of the Corporate Governance stipulated in Para E of Schedule V of Listing Regulations is also annexed to the said Corporate Governance Report.

Corporate Social Responsibility

Pursuant to the requirements of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has a Corporate Social Responsibility (CSR) Committee. The detail of the Committee

is provided in the Corporate Governance Report, forming part of this Report. The CSR Policy of the Company is available on the website of the Company at https://info.niit. com/hubfs/section46-of-the-lodr/code-of-conduct-policies/ CSR%20Policv.pdf

During the financial year 2023-24, the Company had spent Rs. 6.60 million on CSR activity.

The Report on the CSR activities in the prescribed format, approved by the CSR Committee on May 21,2024, is given in "Annexure C", forming part of this Report.

Related Party Transactions

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 the Related Parties, in compliance with the applicable provisions of the Listing Regulations, the Act and the Rules thereunder.

All related party transactions entered into by the Company during the year were in the ordinary course of business and on an arm''s length basis. There was no material related party transaction made by the Company with Promoters, Directors, Key Managerial Personnel, or other related parties, which may have a potential conflict with the interest of the Company at large. All related party transactions were approved by the Audit Committee and were also placed in the Board meetings as a good corporate governance practice.

A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, and prior/ omnibus approval is also obtained, specifying the nature, value and terms and conditions of the transactions.

None of the transactions with the related parties fall under the scope of Section 188(1) of the Act. The details of related party transactions pursuant to Section 134(h) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, in the prescribed Form No. AOC 2 is given in "Annexure D", forming part of this Report.

Internal Financial Controls

A detailed note on the Internal Financial Controls system and its adequacy is given in the Management Discussion and Analysis Report, forming part of this Report. The Company has designed and implemented a process-driven framework for internal financial controls within the meaning of explanation to section 134(5)(e) of the Act. The Board is of the opinion that the Company has sound Internal Financial controls commensurate with the nature and size of its business operations, wherein controls are in place and operating effectively.

The Company''s risk management mechanism is detailed in the Management Discussion and Analysis Report.

Statutory Committees

The details of the Committees of the Board, viz., Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders'' Relationship Committee and Risk Management Committee constituted in compliance with the applicable provisions of the Act and Listing Regulations are provided in the Corporate Governance Report, forming part of this Report.

Statutory Policies/Codes

The Company has, inter-alias, adopted the following policies and codes in accordance with applicable provisions of the Act and Listing Regulations:

• Policy on Determination of Material Subsidiaries

• Policy on Determination of Material/Price Sensitive Information

• Policy on Related Party Transactions

• Nomination and Remuneration Policy

• Code of Conduct to Regulate, Monitor and Trading by Designated Persons

• Code of Practices and Procedures for Fair Disclosure of UPSI

• Policy for Procedure of Inquiry in Case of Leak of UPSI

• Archival Policy

• Whistle Blower Policy

• Code of Conduct

• Corporate Social Responsibility Policy

• Dividend Distribution Policy

The Company has a policy on "Prevention of Sexual Harassment of Women at Workplace" and matters connected therewith or incidental thereto, covering all the aspects as contained under "The Sexual Harassment of Women at Workplace (Prohibition, Prevention, and Redressal) Act, 2013." The details of the Internal Complaint Committee (ICC) and status of complaints is provided in the Corporate Governance Report, forming part of this Report.

Nomination and Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committee, adopted the Nomination and Remuneration Policy on May 24, 2023, as stated in the Corporate Governance Report.

Vigil Mechanism

Pursuant to the provisions of Sections 177(9) & (10) of the Act and Regulation 22 of Listing Regulations, the Company has established a vigil mechanism for directors and employees to report genuine concerns, as stated in the Corporate Governance Report.

(Rs. million)
Particulars	FY24	FY23
Foreign Exchange Earnings	3,755	3,718
Foreign Exchange Outflow	672	512

Dividend Distribution Policy

Pursuant to the provisions of Regulation 43A of Listing Regulations, the Dividend Distribution Policy is given in "Annexure E", forming part of this Report and is also available on the website of the Company at https://info.niit. com/hubfs/section46-of-the-lodr/code-of-conduct-policies/ Dividend%20Distribution%20Policy.pdf Business Responsibility Sustainability Report Pursuant to the provisions of Regulation 34 of the Listing Regulations, Business Responsibility and Sustainability Report on the environmental, social and governance disclosures, in the prescribed format is given as a separate section, forming part of this Annual Report.

Information relating to Conservation of Energy, Technology Absorption, Research and Development, Foreign Exchange Earnings and Outgo:

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 being 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) of the Act read with the Companies (Accounts) Rules, 2014, is not applicable to the Company and hence not provided.

b) Technology absorption

The Company recognizes the inevitability of technological obsolescence. In efforts to stay at the forefront of innovation, your Company has formed partnerships with leading global figures in the Information Technology sector in order to harness the potential of Gen AI, with the ambition to assimilate and implement this technology where it is feasible and beneficial.

Key sectors where technology has shown a transformative effect are marketing and customer acquisition, virtual online learning delivery, and mobile application-supported learning and engagement. Technology has been used to facilitate safe remote work for employees. A productivity platform, inclusive of a common collaboration platform, has been put in place to guarantee smooth work execution and management. Extra security measures, such as a Personal Security Umbrella and multifactor authentication, have been put in place. Systems for Security Event and Incident Management monitoring have been set up to speed up the detection of threats and effective incident response.

c) Research and development

Your Company is committed to forward-thinking and deems it essential to allocate resources for research and development as a way to foresee future challenges and plan for potential barriers. It is only by persistent trailblazing and development that we can address future trials and take advantage of arising opportunities. We continually finance and encourage continuous innovation. We''ve honed our capacity to create digital point solutions, which can be quickly assembled to offer substantial help to our clientele. This method has notably accelerated our delivery rate. A unique online training delivery platform with distinct learning analytics has been integrated into our digital point solutions. Despite the size and nature of your Company''s operations, the expense incurred over the last fiscal year has been relatively minimal.

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 and other services to its overseas clients to meet their varying learning needs. The Company develops content in a range of subjects for a widely varied audience. The Company will continue to strengthen its presence in the USA, Europe, Africa, China, South East Asia, etc., with a view to increase exports.

(ii) Expenditure and Earnings in Foreign Currency

The details of foreign exchange earned in terms of actual inflows and the foreign exchange outgo in terms of actual outflows, during the year are as follows:

Particulars of Loans, Guarantees, or Investments

Details of Loans, Guarantees or Investments (if any) covered under the provisions of Section 186 of the Act are given in the Notes to the Financial Statements.

Annual Return

The Annual Return as required under Section 134 (3) read with 92(3) of the Act is available on the website of the Company at https://www.niit.com/regulation46-of-the-lodr/ Annual-Returns.html

General

Your directors state that no disclosure or reporting is required in respect of the following matters, as there were no transactions on these items during the year under review (except as stated above in the report):

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of shares (including sweat equity shares) to the employees of the Company under any scheme, except the Employees'' Stock Options Plan referred to in this Report.

• Any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

• Managing or Whole-time Director of the Company who are in receipt of commission from the Company and receiving any remuneration or commission from any subsidiary Company.

• Significant or material orders passed by the Regulators or Courts or Tribunals, which impact the going concern status of the Company and its operation in future.

Public Deposits

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

Particulars of Employees

The statement containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), is given in "Annexure F", forming part of this Report.

Human Resources

NIITians are the key resource for your Company. Your Company continued to have a favorable work environment that encourages innovation and meritocracy at all levels. A detailed note on human resources is given in the Management Discussion and Analysis Report forming part of this Report. Employee relations remained cordial at all the locations of the Company.

Employee Stock Options

The Company has granted stock options under Employee Stock Option Plan (NLSL ESOP-2023-0) pursuant to the Composite Scheme of Arrangement, as explained hereinbefore. The grant-wise detail of the such granted options is partially provided in the Notes to Accounts of the Financial Statements in the Annual Report. A comprehensive note is available on the Company''s website at www.niitmts. com which forms a part of this Report. The same shall also be available for inspection by members upon request.

Your Company believes that equity-based compensation plans are an effective tool to align employee incentives with long term value creation. A new Employee Stock Option Plan ("ESOP") namely ''NLSL Employees Stock Option Plan 2024'' ("ESOP 2024") was created for grant of stock options to eligible employees of the Company and of its subsidiaries. ESOP 2024 was approved by the Board of Directors on January 31, 2024 and by the shareholders on May 10,

2024. No stock option was granted under this Plan as on the date of this Report.

Acknowledgement

Fiscal year 2023-24 presented significant challenges as the Company navigated the post-scheme transition period. The Board extends its sincere appreciation to customers, partners, suppliers, financial institutions, government agencies, and regulators for their unwavering support. The Board would like to express its deep appreciation for the extraordinary efforts of employees at all levels who have continuously demonstrated exceptional resilience and dedication, driving the company forward amidst a challenging business environment. Furthermore, the Board acknowledge the cooperation of governments in our operating regions and express gratitude to our shareholders for their continued trust. The Board remains steadfast in our commitment to driving long-term growth for the company.

---

Mar 31, 2023

The Directors take pleasure in presenting the 21^st Annual Report along with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31,2023.

Financial Highlights

On May 19, 2023, the Hon''ble National Company Law Tribunal (NCLT), Chandigarh Bench sanctioned/ approved the Composite Scheme of Arrangement between NIIT Limited (''the Transferor Company'' or ''NI IT'') and NIIT Learning Systems Limited (''the Transferee Company'' or "the Company" or ''NLSL'') and their respective shareholders and creditors (''Scheme''), which was made effective on May 24, 2023 by filing of the certified copy of the NCLT Order approving the Scheme with the Registrar of Companies, NCT of Delhi & Haryana. Pursuant to the Scheme becoming effective, the CLG Business Undertaking ("Demerged Undertaking") is demerged from NIIT and transferred to and vested in NLSL with effect from April 1, 2022 i.e. the Appointed Date as per Scheme.

The transfer of the Demerged Undertaking is accounted for in the books of the NLSL using the pooling of interest method in accordance with Appendix C "Business Combinations of entities under common control" of the Indian Accounting Standard (IND- AS) 103-Business Combinations and the financial statements for the year ended March 31, 2022 have been prepared in accordance with the requirements of Ind AS 103. Consequently, the figures of standalone financials for the year ended March 31, 2022 have been restated to give impact of the Scheme of Arrangement.

The highlights of your Company''s financial results for the financial year (FY) April 1,2022, to March 31,2023, (FY23) are as follows:

(All Amounts in Rs. Million, unless otherwise stated)
Particulars	CONSOLIDATED		STANDALONE (Restated)
	March 31,2023	March 31,2022	March 31,2023	March 31,2022
INCOME
Revenue from operations	13,618	11,323	4,038	3,285
Other Income	151	139	574	414
Total Income	13,769	11,463	4,612	3,699
Total Expenses	11,298	8,840	3,594	3,036
Profit before exceptional items and tax	2,471	2,622	1,018	663
Exceptional items	(186)	(0.30)	(36)	(0.30)
Profit before Tax	2,285	2,622	982	662
Tax Expenses	363	601	(10)	77
Profit for the year	1,922	2,021	993	585
Earnings per equity share (EPS)
Basic (Rs.)	14.31	17.48	7.39	5.06
Diluted (Rs.)	13.97	17.48	7.22	5.06

Your Company''s consolidated revenue from operations for current year is Rs. 13,618 million as against Rs. 11,323 million in the previous year and the profit after tax is Rs. 1,922 million as against Rs. 2,021 million in the previous year.

Your Company''s standalone revenue from operations for the current year is Rs. 4,038 million as against Rs. 3,285 million in the previous year, and the profit after tax is Rs. 993 million as against Rs. 585 million in the previous year.

Business Operations

The Corporate Learning Business Undertaking from NIIT Limited has been transferred to NIIT Learning Systems Limited (NLSL) through the Composite Scheme of Arrangement (Scheme) from the Appointed Date i.e. April 1, 2022. The Revenue of the Company grew 20% in FY23. The growth was 14% YoY in constant currency. Growth was aided by the acquisition of St. Charles Consulting Group (StC), whose accounts were consolidated from November 4, 2022. Organic revenues grew 11% YoY despite impact of the macro economic environment which resulted in compression in spending on training by existing customers during the year and also led to faster than expected normalization of volumes in North American Real Estate training contract. Organic growth was led by strong addition of new logos as well as expansion of wallet share in existing accounts. During the year, the business added 12 new customers. The Company maintained 100% renewal track record in contracts that came up for renewal. Including significant customers of StC, NLSL ended the year with 80 customers and Revenue Visibility of USD 363 million. EBITDA for the year was Rs. 3,154 million, up 6% YoY. EBITDA margin was 23%, down 310 bps due to planned investments in S&M and new sectors as well as pick up in premise and travel expenses post Covid.

A detailed analysis of the overall performance is given in the Management Discussion and Analysis Report, forming part of this Report.

Futu re Plans

Global spending on Corporate Learning & Development (L&D) is USD 370 billion per annum. Currently, less than 5% of these spends are outsourced. With close to two-thirds of the expenditure on internal resources, there is a large, multi-year headroom for growth for training outsourcing. Outsourcing has been going up driven by increasing complexity, and as organizations demand greater accountability from their L&D functions. Outsourcing to specialist firms also frees customers to focus on their core while improving both efficiency and effectiveness of learning.

The economic uncertainty caused by the continuing war in Europe, disruption of supply chains, high inflation and coordinated monetary tightening by central banks around the world has led to contraction in consumption of training in the near term as companies push out discretionary spending. These spends are expected to revert to normal over a period of time, as economic activity picks up post the pandemic. Also, as economies emerge from the slowdown, companies

are expected to seek the reduction of fixed expenses and outsource non-core functions. Training is a potential area for greater penetration of outsourcing, driven by this move. As the situation stabilizes, NLSL expects a big shift to outsourcing and is well positioned to benefit from this.

With consistent performance and industry-leading growth over the last several years, NLSL is ranked among the Top 5 global providers of Managed Training Services. With a strong balance sheet and availability of growth capital, NLSL sees an opportunity to move up the leadership ladder.

The Company anticipates that the successful completion of the planned demerger will provide the business with a sharper focus and energy to further accelerate its growth.

NLSL intends to capitalize on its expertise and capabilities to expedite growth. In pursuit of this goal, the Company is committed to maintaining ongoing investments in innovation to ensure customer satisfaction, in advisory services to foster thought leadership, and in Sales & Marketing to build a global platform for large-scale comprehensive deals aimed at accelerating growth.

The Company would continue to explore inorganic opportunities to add new capabilities and penetrate desired markets and customer segments. The Company is actively engaged in assessing potential target businesses for such opportunities.

Dividend

The Board of Directors have not recommended any dividend for the financial year 2022-23.

Transfer to Reserves

The Company has not transferred any sum to the general reserve for the financial year 2022-23.

Material changes and commitments, if any, affecting the financial position of the Company

Scheme of Arrangement

Your Board of Directors had, at its meeting held on January 28, 2022, approved Composite Scheme of Arrangement between NIIT Limited ("the Transferor Company" or "NIIT") and NIIT Learning Systems Limited (formerly known as Mindchampion Learning Systems Limited), a wholly owned subsidiary of NIIT ("the Transferee Company" or "NLSL") and their respective shareholders and creditors ("the Scheme") as per the provisions of Sections 230-232 and any other applicable provisions of the Companies Act, 201 3 ("the Act"), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("Listing Regulations"), and in terms of SEBI Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/000000065 dated November 23, 2021.

The Scheme inter alia, provided the following:

¦ reduction of the existing paid up equity share capital and the securities premium against the accumulated

losses of the Transferee Company without any further act and deed, with the approval of Hon''ble Tribunal in terms of Section 66 of the Act as elaborated in Part III of the Scheme;

¦ the transfer and vesting of the CLG Business Undertaking of the Transferor Company to the Transferee Company and the consequent issue of equity shares by the Transferee Company to the shareholders of the Transferor Company pursuant to Sections 230 to 232 and other relevant provisions of the Act in the manner provided for in the Scheme and in compliance with Section 2(19AA) of Income Tax Act, 1961 as elaborated in Part IV of the Scheme;

¦ re-organization of the authorized share capital of the Transferee Company as elaborated in Part V of the Scheme.

¦ listing of the share capital of the Transferee Company, consisting of the fully paid-up equity shares of the Transferee Company issued as consideration in terms of this Scheme to the shareholders of the Transferor Company, on the National Stock Exchange of India Limited and the BSE Limited (Stock Exchanges) after the Scheme becomes effective post approval by NCLT and filing with the RoC [Registrar of Companies], in accordance with the provisions of the SEBI Circular, as elaborated in the Scheme;

¦ The Appointed Date of the Scheme is April 1, 2022; and

¦ various other matters consequential or otherwise integrally connected therewith.

The Scheme was approved by the Hon''ble National

Company Law Tribunal, Chandigarh Bench (NCLT/ Tribunal)

vide its order dated May 19, 2023. The Effective Date of the

Scheme was May 24, 2023, with effect from the Appointed Date i.e., April 1, 2022.

Upon the Scheme becoming effective:

¦ the existing paid up equity share capital of the Transferee Company comprising of 11,55,64,072 equity shares of INR 10/- each aggregating to INR 1,15,56,40,720 (Indian Rupees One Hundred Fifteen Crores Fifty-Six Lakh Forty Thousand Seven Hundred and Twenty) and securities premium amounting to INR 2,00,00,000 (Indian Rupees Two Crores) stand reduced and cancelled pursuant to Section 66 and other applicable provisions of the Act.

¦ the authorised share capital of the Company got reclassified/reorganized by reducing the face value of equity shares to INR 2 (Indian Rupees Two, only) divided into 60,00,00,000 equity shares of INR 2 (Indian Rupees Two, only) each aggregating to INR 1,20,00,00,000 (Indian Rupees One Hundred Twenty Crores).

¦ the CLG Business Undertaking of the Transferor Company got transferred and vested to the Transferee Company

¦ in consideration of the transfer and vesting of the CLG Business Undertaking from the Transferor Company into the Transferee Company pursuant to Part IV of the Scheme, the Transferee Company to issue and allot 13,46,14,360 (Thirteen Crores Forty Six Lakh Fourteen Thousand Three Hundred Sixty only) equity shares of Rs.2/- (Rupees Two) each to the equity shareholders of NIIT Limited, whose name is recorded in the register of members of NIIT Limited as Shareholder on the Record Date, in the Ratio of 1:1 [i.e. 1 (one) equity share of the Transferee Company for every 1 (one) equity share held of the Transferor Company of face value of INR. 2 each as on the Record Date]. These equity shares of the Transferee Company to be listed on the Stock Exchanges

Subsidiaries, Joint Ventures and Associate Companies

Pursuant to Scheme of Arrangement, following entities became subsidiaries of the Company, being a part of CLG Business Undertaking:

a) NIIT USA Inc, USA

- Stackroute Learning Inc, USA (subsidiary of entity at serial no. a)

- St. Charles Consulting Group, LLC (subsidiary of entity at serial no. a, w.e.f. November 4, 2022)

- Eagle Training Spain, S.L.U (subsidiary of entity at Serial no. a)

- NIIT Mexico, S. DE R.L. DE C.V (subsidiary of entity at serial no. a - incorporated on February

23, 2023)

- NIIT Brazil LTDA (subsidiary of entity at serial no. a - incorporated on March 23, 2023)

b) NIIT Limited, UK

c) NIIT Malaysia Sdn. Bhd, Malaysia

d) NIIT (Ireland) Limited, Ireland

- NIIT Learning Solutions (Canada) Limited, Canada (subsidiary of entity at serial no. d)

e) NIIT West Africa Limited, Nigeria

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of each of the Company''s subsidiaries, associates and joint venture companies are provided in the prescribed Form AOC-1, annexed herewith as "Annexure-A" forming part of this Report.

The list of Subsidiaries, Joint Ventures, and Associates of the Company, including the change (if any) during the year, is provided in Form AOC-1 and notes to standalone financial statement of the Company.

Consolidated Financial Statement

Pursuant to Section 129 of the Act and Regulation 34 of the Listing Regulations, the Consolidated Financial Statement of the Company is attached herewith, as prepared in accordance with the provisions of the Act.

Pursuant to the provisions of Section 1 36 of the Act, the audited financial statements of the Company (Standalone and Consolidated) along with the relevant documents and the audited accounts of each of its subsidiaries are available on the website of the Company, i.e., https://www.niit.com/ regulation46-of-the-lodr/ The same shall also be available for inspection by members upon request.

Directors

In accordance with the provisions of the Section 152 of the Companies Act, 2013 ("the Act") Mr. Sapnesh Kumar Lalla (DIN: 06808242), Director retires by rotation at the forthcoming Annual General Meeting ("AGM") and being eligible has offered himself for re-appointment as Director of the Company. The relevant detail is provided in the Notice.

The Board recommends the appointment of Mr. Sapnesh Kumar Lalla, to the members for their approval by passing ordinary resolution.

After the closure of financial year:

- Mr. Ravinder Singh and Ms. Sangita Singh were appointed as Independent Directors of the Company, not liable to retire by rotation, with effect from May 20, 2023, for a term of five years

- Mr. Rajendra Singh Pawar was appointed as NonExecutive and Non-Independent Director and Chairman of the Company, liable to retire by rotation, with effect from May 24, 2023.

- Mr. Vijay K Thadani, Non-executive Director was appointed as Vice-Chairman & Managing Director of the Company, liable to retire by rotation, for a period of 5 years w.e.f. May 24, 2023

- Mr. Sapnesh Kumar Lalla, Non-executive Director was appointed as Executive Director and Chief Executive Officer of the Company, liable to retire by rotation, for a period of 5 years w.e.f. May 24, 2023

- Mr. Ravindra Babu Garikipati was appointed as an Independent Director of the Company, not liable to retire by rotation, with effect from May 24, 2023, for a term of five years

- Ms. Leher Vijay Thadani was appointed as NonExecutive and Non-Independent Director of the Company, liable to retire by rotation, with effect from

May 24, 2023.

The Board has recommended the appointment of these Directors for approval of shareholders through postal ballot. With these additions, the Board shall have increased diversity in terms of age, expertise, domain experience, gender and geography.

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under the Act and Listing Regulations.

Further, in the opinion of the Board and on the basis of declaration of independence provided by the Independent Directors, they all fulfill the conditions specified in the Act and Rules made thereunder, read with the applicable regulations of Listing Regulations, for their appointment as Independent Directors of the Company and are independent of the management.

All Independent Directors have registered themselves with the Indian Institute of Corporate Affairs for the inclusion of their name in the data bank of independent directors, pursuant to the provision of Rule 6 (1) of Companies (Appointment and Qualification of Directors) Rules, 2014. Further, they have confirmed that they shall comply with other requirements, as applicable under the said rule.

Further, Mr. Parappil Rajendran and Ms. Mita Brahma, Nonexecutive Directors of the Company, had resigned from the Board of the Company with effect from May 24, 2023, due to their inability to devote adequate time in view of their other pre-occupation. The Board placed on record its appreciation for the valuable contribution and guidance by Mr. Parappil Rajendran and Ms. Mita Brahma during their tenure as Non-executive Directors of the Company.

Key Managerial Personnel (KMP)

As on the date of this Report, the following officials are the Key Managerial Personnel of the Company in terms of provisions of the Act:

- Mr. Vijay Kumar Thadani, Vice Chairman & Managing Director (appointed w.e.f. May 24, 2023)#

- Mr. Sapnesh Kumar Lalla, Executive Director and Chief Executive Officer (appointed w.e.f. May 24, 2023)^#*

- Mr. Sanjay Mal, Chief Financial Officer (appointed w.e.f. May 24, 2023)*

- Mr. Deepak Bansal, Company Secretary (appointed w.e.f. May 24, 2023)*

#Non-executive Director upto May 23, 2023#

*Pursuant to the Scheme of Arrangement, employment transferred as part of CLG business undertaking and appointed in the Company. The following officials ceased to be the Key Managerial Personnel of the Company in terms of provisions of the Companies Act, 2013:

- Ms. Leena Khokha as Manager (w.e.f. April 30, 2023)

- Mr. Sanjay Kumar Jain as Chief Financial Officer (w.e.f.

May 24, 2023)

- Mr. Siddharth Nath as Company Secretary (w.e.f. May 24, 2023)

Meetings of the Board

During the year under review, eight (8) Board meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Act.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out the annual performance evaluation of its own performance for the financial year 202223. 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 judgment, safeguarding the interest of the Company providing of expert advice to Board, deliberations on approving related party transactions etc.

Directors'' Responsibility Statement

As required under Section 134(3)(c) of the Act, the Directors of the Company hereby state and confirm that:

• in preparation of annual accounts for the financial year, the applicable Accounting Standards had been followed along with the proper explanations relating to material departures;

• the Directors have selected such accounting policies and applied them consistently and made judgment 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, 2023 and of the profit and loss of the Company for that year;

• the Directors 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;

• the Directors have prepared Annual accounts on a going concern basis;

• the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

• the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Secretarial Standards

The Directors state that the applicable mandatory Secretarial Standards, i.e., SS-1: Secretarial Standard on Meetings of the Board of Directors and SS-2: Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, have been followed by the Company.

Statutory Auditors

S. R. Batliboi & Associates LLP, Chartered Accountants, Gurugram (FRN 101049W/ E300004), was appointed as Statutory Auditors of the Company, for a term of 5 (five) consecutive years, at the AGM held on July 29, 2022. The Statutory Auditors have confirmed that they are eligible and qualified to continue as Statutory Auditors of the Company.

Statutory Auditors'' Report

The notes on the Financial Statements (Standalone and Consolidated) referred to in the Auditors'' Reports are selfexplanatory and do not require any further comments. The Auditors'' Reports do not contain any qualification, reservation or adverse remark.

Secretarial Auditors

Pursuant to provision of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed Mr. Sandeep Chandna, Practicing Company Secretary as Secretarial Auditor to conduct secretarial audit of the Company for FY23. The Secretarial Audit Report for FY23 is annexed herewith as "Annexure B", and does not contain any qualification, reservation, or adverse remark.

Cost Accounts and Cost Auditors

The cost accounts and records are maintained by the Company, as required in accordance with the provisions of Section 148 of the Act.

For the year under review, the provisions of Section 148 of the Companies Act, 2013 regarding Cost Audit were not applicable to the Company.

Reporting of Frauds by Auditors

During the year under review, the Statutory Auditor and the Secretarial Auditor have not reported any matter under Section 143(12) of the Act. Hence, no detail is required to be disclosed under Section 134(3)(ca) of the Act.

Management Discussion and Analysis

As on March 31,2023, the Company was an unlisted public Company. Thus, the provisions of the Listing Regulations were not applicable to the Company for the financial year ended March 31, 2023. Pursuant to the Scheme, the Company shall be listed at BSE Limited and National Stock Exchange of India Limited. However, as a good governance practice for information to shareholders of the Company, Management Discussion and Analysis Report, along with Business Responsibility and Sustainability Report and Corporate Governance Report are given as separate sections voluntarily and forms a part of this Report.

Internal Financial Controls

A detailed note on the Internal Financial Controls system and its adequacy is given in the Management Discussion and Analysis Report, forming part of this Report. The Company has designed and implemented a process-driven framework for internal financial controls within the meaning of explanation to section 134(5)(e) of the Act. For FY23, the Board is of the opinion that the Company has sound Internal Financial controls commensurate with the nature and size of its business operations, wherein controls are in place and operating effectively.

The Company''s risk management mechanism is detailed in the Management Discussion and Analysis Report.

Committees of the Board

The Company has following Committees:

a) Audit Committee (with effect from May 20, 2023)

b) Nomination and Remuneration Committee (with effect from May 20, 2023)

c) Stakeholders'' Relationship Committee (with effect from

May 24, 2023)

d) Corporate Social Responsibility Committee (with effect from May 24, 2023)

e) Risk Management Committee (with effect from May 24, 2023)

The details of these Committees constituted in compliance with the provisions of the Act and Listing Regulations are provided in the Corporate Governance Report, forming part of this Report.

Statutory Policies/Codes

The Board at its meeting held on May 24, 2023, adopted following policies/ codes in compliance with the various provisions of the Act and Listing Regulations:

• Policy on Determination of Material Subsidiaries

• Policy on Determination of Materiality for Disclosure

• Policy on Related Party Transactions

• Nomination and Remuneration Policy

• Code of Conduct to Regulate, Monitor and Trading by Designated Persons

• Code of Practices and Procedures for Fair Disclosure of UPSI

• Policy for Procedure of Inquiry in Case of Leak of UPSI

• Archival Policy

• Whistle Blower Policy

• Code of Conduct

• Corporate Social Responsibility Policy

• Dividend Distribution Policy

The Company has an Internal Complaints Committee (ICC) for providing a redressal mechanism pertaining to sexual harassment of women employees at workplace. Employees are sensitized on regular intervals through structured training program and mailers. No complaint was received during the financial year 2022-23. No complaint was pending at the end of the financial year.

Nomination and Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committee, adopted the Nomination and Remuneration Policy on May 24, 2023, as stated in the Corporate Governance Report.

Corporate Social Responsibility

The provisions of Section 135 of the Companies Act, 201 3 related to Corporate Social Responsibility were not applicable on the Company for the year under review.

Related Party Transactions

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business other than transactions mentioned in Form AOC-2. 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 disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is attached as "Annexure C".

Vigil Mechanism

As on March 31,2023, the Company was an unlisted public Company. Thus, the provisions of the Listing Regulations were not applicable to the Company for the financial year ended March 31,2023.

After closure of FY23 and pursuant to the provisions of Sections 177(9) & (10) of the Act and Regulation 22 of Listing Regulations, the Company has established a vigil mechanism for directors and employees to report genuine concerns, as stated in the Corporate Governance Report. Dividend Distribution Policy

After closure of FY23 and pursuant to the provisions of Regulation 43A of Listing Regulations, the Board of Directors had approved the Dividend Distribution Policy on May 24, 2023.

The Policy is given in "Annexure D", forming part of this Report and is also available on the website of the Company at https://info.niit.com/hubfs/section46-of-the-lodr/code-of-conduct-policies/Dividend%20Distribution%20Policy.pdf.

Information relating to Conservation of Energy, Technology Absorption, Research and Development, Foreign Exchange Earnings and Outgo:

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 being 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) of the Act read with the Companies (Accounts) Rules, 2014, is not applicable to the Company and hence not provided.

b) Technology absorption

The Company believes that technological obsolescence is a reality. In its endeavour 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 best technology in its field, upgrade itself in line with the latest technology in the world, and deploy/ absorb technology wherever feasible, relevant, and appropriate. The key areas where technology has made an impact are marketing and customer acquisition, digital online learning delivery, and mobile app-based learning and engagement. Technology has been deployed to enable staff members to work securely from home or anywhere. A productivity platform, including a common collaboration platform has been implemented to ensure seamless work delivery and management. A personal Security Umbrella along with multifactor authentication has been implemented to further enhance security. Security Event and Incident Management monitoring systems have been deployed to accelerate threat detection and efficient incident response.

c) Research and development

Your Company believes that in addition to a progressive thought, it is imperative to invest in research and development to ascertain future exposure and prepare for challenges. Only progressive research and development will help us measure up to future challenges and opportunities. We invest in and encourage continuous innovation. Capability was developed to create digital point solutions. Digital point solutions are assembled quickly to help deliver impactful solutions to customers. With this model, the speed of delivery has improved significantly. An innovative online training delivery platform with unique learning analytics was included in digital point solutions. During the year under review, the expenditure is not significant in relation to the nature and size of the 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 and other services to its overseas clients to meet their varying learning needs. The Company develops content in a range of subjects for a widely varied audience. The Company will continue to strengthen its presence in the USA, Europe, China, Africa, South East Asia, etc., with a view to increase exports.

(ii) Expenditure and Earnings in Foreign Currency

The details of foreign exchange earned in terms of actual inflows and the foreign exchange outgo in terms

of actual outflows, during the year are as follows:

(Rs. million
Particulars	FY23	FY22
Foreign Exchange Earnings	3720	55
Foreign Exchange Outflow	512	-

Particulars of Loans, Guarantees, or Investments

Details of Loans, Guarantees or Investments (if any) covered under the provisions of Section 186 of the Act are given in the Notes to the Financial Statement.

Annual Return

The Annual Return as required under Section 134 (3) read with 92(3) of the Act is available on the website of the Company at https://www.niit.com/regulation46-of-the-lodr/ Annual-Returns.html.

General

Your Directors state that no disclosure or reporting is required in respect of the following matters, as there were no transactions on these items during the year under review:

• Issue of equity shares with differential rights as to dividend, voting or otherwise

• Issue of shares (including sweat equity shares) to the employees of the Company under any scheme

• Any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees

• Payment of remuneration or commission to Managing Director/ Joint Managing Director from any subsidiary

• Significant or material orders passed by the Regulators or Courts or Tribunals, which impact the going concern status of the Company and its operation in future.

Public Deposits

In terms of the provisions of section 73 to 76 of the Act read with the relevant rules made thereunder your Company has not accepted any fixed deposit from the public.

Particulars of Employees

For the year under review, the Company is not required to provide statement containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended).

Human Resources

NIITians are the key resource for your Company. Your Company continued to have a favorable work environment that encourages innovation and meritocracy at all levels. A detailed note on human resources is given in the Management Discussion and Analysis Report forming part of this Report. Employee relations remained cordial at all the locations of the Company.

Acknowledgement

The Financial year 2022-23 continued to be a challenging period for the business. The Directors express their gratitude to the Company''s customers, business partners, vendors, bankers, financial institutions, governmental and nongovernmental agencies, and other business associates for their ongoing support. The Directors formally acknowledge and appreciate the dedication and remarkable contributions made by the Company''s employees at all levels throughout the year, despite the enduring challenges posed by the environment. Additionally, the directors thank the Governments of all countries where the company has its operations and acknowledge the support and trust of its shareholders. The Directors remain committed to enabling the company to achieve its long-term growth objectives in the years ahead.

By Order of the Board For NIIT Learning Systems Limited

Rajendra Singh Pawar Place: Gurugram Chairman

Date: May 29, 2023 DIN: 00042516