Notes to Accounts of NIIT Learning Systems Ltd.

Mar 31, 2025

p) Provisions and Contingent Liabilities

Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events, it is probable that
an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Provisions are not recognised for
future operating losses.

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering
the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the
same class of obligations may be small.

Provisions are measured at the present value of managementâs best estimate of the expenditure required to settle the present obligation
at the end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that reflects current market
assessments of the time value of money and the risks specific to the liability.

Provisions for onerous contracts are recognised when the expected benefits to be derived by the Company from a contract are lower than
the unavoidable costs of meeting the future obligations under the contract. The provision is measured at the present value of the lower of
the expected cost of terminating the contract and the expected net cost of continuing with the contract. Before a provision is established
the Company recognizes any impairment loss on the assets associated with that contract.

The Company uses significant judgements to assess contingent liabilities. Contingent liabilities are recognised when there is a possible
obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more
uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either
not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot be made.
Contingent assets are neither recognised nor disclosed in the standalone financial statements.

q) Cost Recognition

Costs and expenses are recognised when incurred and have been classified according to their primary nature. The costs of the Company
are broadly categorised in Professional & technical outsourcing expenses, employee benefit expenses, purchases of stock-in-trade,
depreciation and amortisation, finance cost and other expenses. Professional & technical outsourcing expenses include service and delivery
charges including any incidental expenses thereto. Employee costs include employee compensation, allowances paid, contribution to
various funds, share based payments and staff welfare expenses. Other expenses majorly include rental, travelling and conveyance, legal
and professional fees, marketing and advertising expenses, allowances for expected credit loss and other expenses.

r) Employee benefits

(i) Short-term obligations

Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12 months after the end
of the period in which the employees render the related service are recognised in respect of employeesâ services up to the end of the
reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current
employee benefit obligations in the balance sheet.

(ii) Other long-term employee benefit obligations

The liabilities for earned leave and sick leave are not expected to be settled wholly within 12 months after the end of the period in which
the employees render the related service. They are therefore measured as the present value of expected future payments to be made in
respect of services provided by employees up to the end of the reporting period using the projected unit credit method. The benefits are
discounted using the market yields at the end of the reporting period that have terms approximating to the terms of the related obligation.
Remeasurement as a result of experience adjustments and changes in actuarial assumptions are recognised in profit or loss.

The obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional right to defer settlement
for at least twelve months after the reporting period, regardless of when the actual settlement is expected to occur.

(iii) Post-employment obligations

The Company operates the following post-employment schemes:

- Defined benefit plans such as Gratuity and Compensated Absences.

- Defined contribution plan such as Provident fund, Superannuation Fund, Pension fund and National Pension system.

Gratuity

The liability or asset recognised in the balance sheet in respect of defined benefit gratuity plans is the present value of the defined benefit
obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated annually by
actuaries using the projected unit credit method.

The present value of the defined benefit obligation denominated in Rs. is determined by discounting the estimated future cash outflows by
reference to market yields at the end of the reporting period on government bonds that have terms approximating to the terms of the related
obligation.

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan
assets. This cost is included in employee benefit expense in the Statement of Profit and Loss.

Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the period
in which they occur, directly in other comprehensive income. They are included in retained earnings in the Statement of Changes in Equity
and in the balance sheet.

Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognised immediately
in profit or loss as past service cost.

Compensated absences

Liability in respect of compensated absences is provided for both encashable leave and those expected to be availed. The Company has
defined benefit plans for compensated absences for employees, the liability for which is determined on the basis of an actuarial valuation at
the end of the year using projected unit credit method. Any gain or loss arising out of such valuation is recognised in the Statement of Profit
and Loss as income or expense as the case may be.

Accumulated compensated absences, which are expected to be availed within twelve months from the end of the year are treated as short
term employee benefits. The obligation towards the same is measured at the expected undiscounted cost of accumulated compensated
absences expected to be availed based on the unutilised entitlement at the year end.

Provident fund

The Companyâs contribution towards Provident Fund is charged to Standalone statement of profit and loss. Provident fund contributions are
made to the Regional Provident Fund Commissioner in accordance with the Employee Provident Fund Rules and are accounted as defined
contribution plans and charged to standalone statement of profit and loss.

Superannuation fund

The Company makes defined contribution to the Trust established for the purpose by the Company towards superannuation fund maintained
with Life Insurance Corporation of India. The Company has no further obligations beyond its monthly contributions. Contribution made
during the year is charged to Statement of Profit and Loss.

Pension Fund

The Company makes defined contribution to a government administered pension fund towards its pension plan on behalf of its employees.
The Company has no further obligations beyond its monthly contributions. The contribution towards Employee Pension Scheme is charged
to Statement of Profit and Loss.

National Pension System

The Company makes defined contribution towards National Pension System for certain employees for which Company has no further
obligation. Contributions made during the year are charged to Statement of Profit and Loss.

(iv) Share based payment reserve - Employee stock option plan (ESOP)

The Company operates equity settled employee stock options plan. The fair value of options granted under the âNLSL ESOP 2023-0â is
recognised as an employee benefit expenses with a corresponding increase in equity. The total amount to be expensed is determined by
reference to the fair value of the options granted:

â¢ including any market performance conditions (e.g., the entityâs share price)

â¢ excluding the impact of any service and non-market performance vesting conditions (e.g. profitability, sales growth targets and
remaining an employee of the entity over a specified time period), and

â¢ including the impact of any non-vesting conditions (e.g. the requirement for employees to save or hold shares for a specific period of
time).

The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to
be satisfied. At the end of each period, the entity revises its estimates of the number of options that are expected to vest based on the
non-market vesting and service conditions. It recognises the impact of the revision to original estimates, if any, in profit or loss, with a
corresponding adjustment to equity.

s) Share capital
Equity share capital

Issuance of ordinary shares are recognised as equity share capital in equity. Incremental costs directly attributable to the issuance of new
equity shares are recognised as a deduction from equity, net of any tax effects.

t) Dividends

The final dividend on shares is recorded as a liability on the date of approval by the shareholders and interim dividends are recorded as a
liability on the date of declaration by the Companyâs Board of Directors.

The Company declares and pays dividends in Indian rupees. Companies are required to pay/distribute dividend after deducting applicable
taxes. The remittance of dividends outside India is governed by Indian law on foreign exchange and is also subject to withholding tax at
applicable rates.

u) Earnings per share

(i) Basic earnings per share

Basic earnings per share is calculated by dividing the profit attributable to owners of the Company by the weighted average number of
equity shares outstanding during the financial year.

(ii) Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:

â¢ the after income tax effect of interest and other financing costs associated with dilutive potential equity shares, and

â¢ the weighted average number of additional equity shares that would have been outstanding assuming the conversion of all dilutive
potential equity shares.

v) Critical accounting estimates and judgements

In preparing these financial statements, management has made judgements, estimates and assumptions that affect the application of
accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised prospectively.
Information about significant areas of estimation/uncertainty and judgements in applying accounting policies that have the most significant
effect on the financial statements are as follows:

- measurement of defined benefit obligations: key actuarial assumptions - refer notes 2r and 18.

- measurement of useful life and residual values of property, plant and equipment, and Intangible assets -refer note 2l, 2m and 2n.

- determination of lease term -refer note 2f.

- judgement required to determine grant date fair value technique -refer notes 2r(iv) and 26.

- fair value measurement of financial instruments - refer note 27.

- judgement required to determine probability of recognition of deferred tax assets - refer note 2e.

There are no assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next
financial year.

w) Exceptional items

Exceptional items refer to items of income or expense within the income statement that are of such size, nature or incidence that their
separate disclosure is considered necessary to explain the performance for the year.

Following items are evaluated for disclosure as exceptional items:

a) Business Combination: Impact of one-time accounting policy alignment / unusual write off / impairment of assets arising as a result
of business combination, including transaction cost.

b) Fair valuation gains on business combination.

c) Reassessment / Change in life of asset (in case of re-evaluation of business/product, impact of all assets specific to that business/
product to be considered for applying the threshold).

d) Disputed regulatory / tax levies including tax rate change having retrospective impact (other than impact on account of restatement
of deferred tax asset / liability for tax rate change) - only impact for the past periods to be disclosed as exceptional.

e) Provision for other than temporary diminution in the value of non-current investment.

f) Shareholdersâ dispute settlement arising out of merger / acquisition transactions.

g) Write-downs of inventories to net realisable value or of property, plant and equipment to recoverable amount, as well as reversals of
such write-downs.

h) Restructurings of the activities of an entity and reversals of any provisions for the costs of restructuring.

In case of other significant item of income or expense, not covered above, the same would be evaluated on a case to case basis for
disclosure under exceptional items.

x) Recent Accounting Pronouncements
New and Amended Standards

Ministry of Corporate Affairs (âMCAâ) notifies new standards or amendments to the existing standards under Companies (Indian Accounting
Standards) Rules as issued from time to time. During the year ended March 31, 2025, MCA has notified Ind AS 117 - Insurance Contracts
and amendments to Ind As 116 - Leases , relating to sale and lease back transactions, applicable from April 1, 2024. The Company has
assessed that there is no significant impact on its financial statements.

Standards notified but not yet effective

On May 7, 2025, MCA notifies the amendments to Ind AS 21 - Effects of Changes in Foreign Exchange Rates. These amendments
aim to provide clearer guidance on assessing currency exchangeability and estimating exchange rates when currencies are not readily
exchangeable. The amendments are effective for annual periods beginning on or after April 1, 2025. The Company is currently assessing
the probable impact of these amendments on its financial statements.

(c) Terms / rights attached to equity shares

The Company has only one class of equity shares having par value of Rs. 2 per share. Each holder of equity shares is entitled
to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend (excluding interim dividend)
proposed by the Board of Directors, if any, is subject to the approval of the shareholders in the ensuing Annual General Meeting.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after
distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

(d) Shares reserved for issue under options

Information relating to Employee Stock Option Plan, including details of options issued, granted, exercised and lapsed during the financial
year and options outstanding at the end of the reporting year, is set out in Note 26.

(i) Capital Reserve

Capital reserve represents the reserve created on pursuant to scheme of arrangement.

(ii) Securities Premium Account

The amount represents the additional amount shareholders paid for their issued shares that was in excess of the par value of those shares.
The same can be utilised for the items specified under section 52 of Companies Act, 2013.

(iii) Share Based Payment Reserve

Share Based Payment Reserve is used to record the fair value of equity settled share based payment transaction with employees. The
amounts recorded in share options outstanding account are transferred to securities premium, upon exercise of stock options, and
transferred to retained earnings on account of stock options not exercised by employees.

(iv) Retained Earnings

Retained earnings are the profit/(loss) that the Company has earned/incurred till date, less any transfers to dividends or other distribution
paid to shareholders. Retained Earnings include re-measurement loss/(gain) on defined benefit plans, net of taxes that will not be reclassified
to statement of profit and loss.

d. Performance obligation and remaining performance obligation

The remaining performance obligation disclosure provides the aggregate amount of the transaction price yet to be recognized as at the end
of the reporting period and an explanation as to when the Company expects to recognize these amounts in revenue. Applying the practical
expedient as given in Ind AS 115, the Company has not disclosed the remaining performance obligation related disclosures for contracts
where the revenue recognized corresponds directly with the value to the customer of the entityâs performance completed to date, typically
those contracts where invoicing is on time-and-material and unit of work-based contracts. Remaining performance obligation estimates
are subject to change and are affected by several factors, including terminations, changes in the scope of contracts, periodic revalidations,
adjustment for revenue that has not materialized and adjustments for currency fluctuations.

26 Share Based Payment
(a) Employee option plan

The Company operates time based and equity settled share based plan. Pursuant to Scheme of Arrangement, with respect to the stock
options granted already by the Transferor Company prior to the Effective Date to its employees or that of its subsidiaries (irrespective
of whether they are employees of the Transferor Company or its subsidiaries or become employees of the Transferee Company or its
subsidiaries pursuant to this Scheme) under the Existing ESOP Scheme, and upon the Scheme becoming effective, all such option holders
(whether the options granted to such option holders are vested or not) shall also be issued the stock options by the Transferee Company
under the New ESOP Scheme, in accordance with the share entitlement ratio of 1:1 as per the Scheme.

During the previous year 2023-24, NIIT Learning Systems Limited ESOP 2023-0 is established pursuant to the Composite Scheme of
Arrangement between NIIT Limited (âNIITâ) and NIIT Learning Systems Limited (âNLSLâ) and their respective shareholders and creditors
(âComposite Schemeâ), as approved by Honâble National Company Law Tribunal (NCLT), Chandigarh Bench vide its Order dated May 19,

2023. This plan is solely to provide NLSL stock options to NIIT Option Grantees, who hold unexercised NIIT stock options as on the Effective
Date of the Composite Scheme i.e., May 24, 2023.

The Company, on January 31, 2024 has approved the institution of new âEmployee Stock Option Plan 2024â (âESOP 2024â âPlanâ), to
cover all eligible employees of the Company and its holding/subsidiaries (existing and future) with an objective to reward them for their
performance as well as to attract and retain talent in the Company. The Company has granted Stock Options under this Plan on July 01,

2024.

The Companyâs principal financial liabilities, other than derivatives, comprise borrowings, trade and other payables. The main purpose
of these financial liabilities is to finance the Companyâs operations and to provide guarantees to support its operations. The Companyâs
principal financial assets include trade and other receivables, and cash and short-term deposits that derive directly from its operations.

The Company is exposed to market risk, credit risk and liquidity risk. The Companyâs senior management oversees the management of
these risks. The Companyâs senior management is supported by a financial risk committee that advises on financial risks and the appropriate
financial risk governance framework for the Company. The finance committee provides assurance to the Companyâs senior management that
the Companyâs financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured
and managed in accordance with the Companyâs policies and risk objectives. All derivative activities for risk management purposes are
carried out by specialist teams that have the appropriate skills, experience and supervision. It is the Companyâs policy that no trading in
derivatives for speculative purposes may be undertaken. The Board of Directors reviews and agrees policies for managing each of these
risks, which are summarised below:

(A) Credit risk

Credit risk refers to the risk of default on its obligation by the counter party resulting in a financial loss. The maximum exposure to the credit
risk at the reporting date is primarily from trade receivables (net) amounting to Rs. 1,093.90 Million as of March 31, 2025 (Previous year Rs.
851.52 Million), unbilled revenue (net) amounting to Rs. 152.79 Million as of March 31, 2025 (Previous year Rs. 90.83 Million) and security
deposits (net) amounting to Rs. 22.72 Million as of March 31,2025 (Previous year Rs. 20.30 Million). Trade receivables, unbilled revenue
and security deposits are typically unsecured and are derived from revenue earned through individual subsidiaries, government customers
and other corporate customers. The Company has used the expected credit loss model to assess the impairment loss or gain on trade
receivables, unbilled revenue and security deposits, and has provided it wherever appropriate. The following table gives the movement in
allowance for expected credit loss for the year ended March 31,2025:

(C) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices.
Market risk comprises three types of risk: interest rate risk, foreign currency risk and other price risk, such as equity price risk and commodity
risk. Financial instruments affected by market risk include deposits, investments measured at FVTPL and derivative financial instruments.

(i) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest
rates.

(ii) Foreign currency risk

The Company operates internationally and is exposed to foreign exchange risk arising from foreign currency transactions, primarily with
respect to the USD, GBP, EUR, CAD, and AUD. Foreign exchange risk arises from future commercial transactions and recognised assets
and liabilities denominated in a currency that is not the companyâs functional currency. The Company evaluates its exchange rate exposure
arising from these transactions and enters into foreign exchange forward contracts to hedge forecasted cash flows denominated in foreign
currency and mitigate such exposure.

The primary objective of the management of the Companyâs capital structure is to maintain an efficient mix of debt and equity in order to
achieve a low cost of capital, while taking into account the desirability of retaining financial flexibility to pursue business opportunities and
adequate access to liquidity to mitigate the effect of unforeseen events on cash flows to maximise the shareholder value. Management also
monitors the return on equity.

The Board of directors regularly review the Companyâs capital structure in light of the economic conditions, business strategies and future
commitments.

For the purpose of the Companyâs capital management, capital includes issued share capital, securities premium, all other reserves and
debt. Debt includes lease liabilities and borrowings.

During the financial year, no significant changes were made in the objectives, policies or processes relating to the management of the
Companyâs capital structure.

b) Guarantees

i. Bank Guarantees issued to VAT Authorities outstanding at the end of the year Rs. 20.01 Million (Previous year Rs. 20.01 Million).

ii. Corporate Guarantee issued to ICICI Bank UK for availing working capital limit on behalf of NIIT Limited, UK up to GBP 4.20 Million
(Previous year GBP 4.20 Million), Amount Outstanding at the end of the year is Rs. Nil (Previous year Rs. Nil).

iii. Corporate Guarantee issued to ICICI Bank UK for availing working capital limit on behalf of NIIT Ireland Limited, up to Eur 3.15 Million
(Previous year Eur 3.15 Million), Amount Outstanding at the end of the year is Rs. Nil (Previous year Rs. Nil).

31 Capital and Other Commitments

(a) Estimated amount of contracts to be executed on capital account (net of advances) as at March 31,2025 Rs. 4.44 Million (Previous
year Rs. 10.72 Million) for purchase of property, plant and equipment.

(b) For commitments related to lease arrangements, Refer note 6.

32 Segment Information

The Company is engaged in providing Education & Training Services in a single segment. Chief Executive Officer (CEO) and Chief Financial
Officer (CFO) of the Company are considered as Chief Operating Decision Makers (CODM) who evaluates the performance and allocates
resources based on the analysis of performance of the Company as a whole. Its operations are, therefore, considered to constitute a single
segment in the context of Ind AS 108 - âOperating Segmentsâ. .

As per Ind AS 108 - Operating Segments, where the financial report contains both the consolidated financial statements of a parent as well
as the parentâs separate financial statements, segment information is required only in the consolidated financial statements, Accordingly, no
segment information is disclosed in these Standalone financial statements of the Company.

36 Composite Scheme of Arrangement

(A) The Board of Directors of NIIT Limited, in its meeting held on January 28, 2022 approved a Composite Scheme of Arrangement
(âSchemeâ) under Section 230 to 232 and other applicable provisions of the Companies Act 2013 between NIIT Limited (âTransferor
Companyâ or âNIITâ) and NIIT Learning Systems Limited (âTransferee Companyâ or âNLSLâ) a wholly owned subsidiary of the
Company and their respective shareholders and creditors (âSchemeâ). The Scheme inter-alia provides for, (i) Transfer and Vesting of
CLG Business Undertaking by the Transferor Company to Transferee Company, (ii) Reduction and cancellation of Share Capital of
Transferee Company held by Transferor Company, (iii) Issuance and allotment of shares by the Transferee Company to the shareholders
of Transferor Company in consideration of transfer of CLG Business undertaking.

On May 19, 2023, the National Company Law Tribunal (NCLT), Chandigarh Bench sanctioned/ approved the Composite Scheme of
Arrangement. which was made effective on May 24, 2023 upon filing of the certified copies of the NCLT Orders sanctioning the Scheme
with the respective jurisdictional Registrar of Companies. Pursuant to the Scheme becoming effective, the CLG Business Undertaking
(âDemerged Undertakingâ) 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 transactions pertaining to the Demerged Undertaking of NIIT from the appointed date upto the effective date of the Scheme had
been made by NIIT on behalf of NLSL as per the Scheme.

The transfer of the Demerged Undertaking is accounted for using the pooling of interest method in accordance with Appendix C
âBusiness Combinations of entities under common controlâ 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.

Accordingly, assets and liabilities had been transferred as on appointed date.

Pursuant to the Scheme of Arrangement, the difference between the book value of the assets and liabilities transferred, had been
credited to the reserves of the Company.

(B) For the purposes of the value of assets and liabilities and the consequent adjustment in the reserves as discussed in Note (A) above,
the Transferor Company had allocated assets and liabilities in accordance with the principles stipulated in the Guidance Note on
âCombined and Carve-out Financial Statementsâ (âGuidance Noteâ) issued by the Institute of Chartered accounts of India (âICAIâ).
Additionally, the expenses pertaining to the CLG Business Undertaking w.e.f. Appointed Date till Effective Date were determined based
on the allocation as prescribed in the Scheme as well as the allocations approved by the Board of Directors of the Company with
respect to the common items.

Accordingly, expenses for the period April 1, 2023 till May 23, 2023 have been included in the previous year are on the basis of the
above allocations. The basis of allocating the expenses considered is as follows:

i. The directly identifiable income and expenditures of the demerged undertaking are based on the books of accounts and underlying
accounting records maintained by the NIIT Limited.

ii. All income and expenditures, (including Common in nature) have been allocated on the basis of Revenue, or any other reasonable
basis as approved by the Board.

(C) Pursuant to the Scheme, 115,564,072 equity shares of Rs. 10/- each of the NLSL amounting to Rs. 1,155.64 Million held by NIIT were
cancelled as per the Scheme w.e.f. Appointed Date and consequently, NLSL ceased to be subsidiary of NIIT Limited with effect from
the effective date.

(D) Pursuant to the Scheme, the Company had issued and allotted equity shares to the shareholders of NIIT Limited whose name appears
in the register of members of NIIT as on the record date i.e. June 8, 2023, one equity share of Rs. 2/- each in NLSL as fully paid up
for every equity share of Rs. 2/- each held by them in NIIT and the equity share capital of Rs. 269.14 Million to be issued had been
disclosed as Share Suspense Account under the head Equity Share Capital as on March 31,2023, which were subsequently issued
during the year ended March 31,2024.

(E) Scheme Related Expenses post appointed date are allocated equally between NIIT and NLSL, expenses incurred before appointed
date are borne by NIIT as per the Scheme and expenses incurred after the effective date are borne by NLSL as per the Scheme. The
total of such expenses amounting to Rs. 13.67 Million is disclosed as exceptional item in the previous year.

ix) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries)
with the understanding that the Intermediary shall:

(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company
(Ultimate Beneficiaries) or

(b) Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

x) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding
(whether recorded in writing or otherwise) that the Company shall:

(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding
Party (Ultimate Beneficiaries) or

(b) Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries

xi) The Company has not been sanctioned working capital limits in excess of Rs. 50 Million in aggregate from banks during the year on
the basis of security of current assets of the Company. The quarterly returns / statements filed by the Company with such banks are in
agreement with the books of accounts of the Company. The sanctioned working capital limit as on March 31, 2025 is Rs. 48 Million.

xii) Audit Trail

The Company has used accounting software, certain other software and a third party software for maintaining its books of account
which has a feature of recording audit trail (edit log) facility and the same has operated from following dates till March 31,2025 for all
relevant transactions recorded in the software :

a. Accounting Software - at application level - May 20, 2024 and at database level - March 1,2025.

b. Certain other Software - at application level - throughout the year and at database level - March 26/ March 27/ March 28, 2025.

c. Third-party Software - at application level - throughout the year and at databases level - no audit trail exists.

Further no instance of audit trail feature being tampered with was noted in respect of accounting software and certain other software
where the audit trail has been enabled.

Additionally, the Company has recorded and preserved audit trail in full compliance with the requirements of section 128(5) of the
Companies Act, 2013, to the extent it was enabled and recorded in respect of those years as stated above. Further, preservation of
audit trail for third-party software at application level exist for 18 months as at March 31, 2025.

xiii) Server backup

The Company has kept proper books of account as required by law except backup of the books of accounts relating to a third-party
software in electronic mode has not been maintained on servers physically located in India.

xiv) The Company does not have any charges or satisfaction which is yet to registered with ROC beyond the statutory period.

39 The Code on Social Security, 2020 (âCodeâ) relating to employee benefits during employment and post-employment benefits received
Presidential assent in September 2020. However, the date on which the Code will come into effect has not been notified. The Company will
assess the impact of the Code when it comes into effect and will record any related impact in the period when the Code becomes effective.

As per our report of even date attached

For S.R.Batliboi & Associates LLP For and on behalf of the Board of Directors of NIIT Learning Systems Limited

Chartered Accountants

Firm Registration No.: 101049W/E300004

per Yogender Seth Rajendra S Pawar Vijay K Thadani

Partner Chairman Vice-Chairman & Managing Director

Membership No. 094524 DIN - 00042516 DIN - 00042527

Sapnesh Kumar Lalla Sanjay Mal Deepak Bansal

Executive Director & Chief Executive Officer Chief Financial Officer Company Secretary

DIN - 06808242

Place: Gurugram Place: Gurugram

Date : May 14, 2025 Date : May 14, 2025

Mar 31, 2024

Terms / rights attached to equity shares

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

Shares reserved for issue under options

Information relating to Employee Stock Option Plan, including details of options issued, granted, exercised and lapsed during the financial year and options outstanding at the end of the reporting year, is set out in Note 26.

Footnotes for Nature and Purpose of Reserves:

(i) Capital Reserve

Capital reserve represents the reserve created on pursuant to scheme of arrangement.

(ii) Securities Premium Account

The amount represents the additional amount shareholderspaid for their issued shares that was in excess of the par value of those shares. The same can be utilised for the items specified under section 52 of Companies Act, 2013.

(iii) Share Based Payment Reserve

Share Based Payment Reserve is used to record the fair value of equity settled share based payment transaction with employees. The amounts recorded in share options outstanding account are transferred to securities premium, upon exercise of stock options, and transferred to retained earnings on account of stock options not exercised by employees.

(iv) Retained Earnings

Retained earnings are the profit/(loss) that the Company has earned/incurred till date, less any transfers to dividends or other distribution paid to shareholders. Retained Earnings include re-measurement loss/(gain) on defined benefit plans, net of taxes that will not be reclassified to statement of profit and loss.

(i) Cash Flow Hedge Reserve

The Company uses hedging instruments as part of its management of foreign currency risk associated with highly probable forecasted transactions, i.e., revenue. The Company uses Foreign Currency Forward Contracts which are designated as Cash Flow Hedges for hedging foreign currency risk. To the extent these hedges are effective, the change in fair value of the hedging instrument is recognised in the Cash Flow Hedging Reserve. Amount recognised in the Cash Flow Hedging Reserve is reclassified to profit or loss when the hedged item effects profit and loss, i.e., Revenue.

Trade receivables are non-interest bearing and are generally on terms of 30 - 90 days. A sum of Rs. 0.29 Million (Previous year Rs. (4.63) Million) is recognised as allowance for expected credit loss (net of reversal) on trade receivables during the year.

Unbilled revenues are billed in a terms of 30 - 90 days. A sum of Rs. (2.89) Million (Previous year Rs. Nil) is recognised as provision for expected credit losses (net of reversal) on unbilled revenue during the year.

The Company classifies the right to consideration in exchange for deliverables as either a receivable or as unbilled revenue.

A receivables is right to consideration that is unconditional upon passage of time.

Revenue for ongoing services at the reporting date yet to be invoiced is recorded as unbilled revenue.

A contract liability arises when there is excess billing over the revenue recognized and advances received from customers as per Contractual terms.

d. Performance obligation and remaining performance obligation

The remaining performance obligation disclosure provides the aggregate amount of the transaction price yet to be recognised as at the end of the reporting year and an explanation as to when the Company expects to recognize these amounts in revenue. As on March 31,2024, there were no remaining performance obligation as the same is satisfied upon delivery of goods/services.

(i) The Company has signed a definitive agreement to make a strategic investment of USD 2 million in Compulsorily Convertible Preference Shares (CCPS) of KNOLSKAPE Solutions PTE LTD, Singapore (Knolskape) as approved by Board of Directors on September 30, 2022. The Company shall make the said investment under the automatic route as per applicable regulations of RBI for overseas investment by Indian parties, post completion of certain Conditions Precedents by Knolskape. Expenses related to this investment have been recognised as an exceptional item.

Estimates of future salary increase considered in actuarial valuation, takes into account inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market. vii) Investment details of Plan Assets:-

The plan assets are maintained with Life Insurance Corporation of India Gratuity Scheme. The details of investment maintained by Life Insurance Corporation are not available with the Company and have not been disclosed.

The expected return on plan assets is determined considering several applicable factors mainly the compensation of plan assets held, assessed risk of asset management, historical result of the return on plan assets.

The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting year) has been applied for calculating the defined benefit liability recognised in the balance sheet.

Risk exposure

Through its defined benefit plans, the Company is exposed to a number of risks, the most significant of which are market volatility, changes in inflation, changes in interest rates, rising longevity, changing economic environment, regulatory changes etc. The Company ensures that the investment positions are managed within an asset-liability matching framework that has been developed to achieve investments which are in line with the obligations under the employee benefit plans. Within this framework, the Company''s asset-liability matching objective is to match assets to the obligations by investing in securities to match the benefit payments as they fall due.

The Company actively monitors how the duration and the expected yield of the investments are matching the expected cash outflows arising from employee benefit obligations. The Company has not changed the processes used to manage its risks from previous periods. Investments are well diversified, such that failure of any single investment should not have a material impact on the overall level of assets.

26 Share Based Payments (a) Employee option plan

Pursuant to Scheme of Arrangement, with respect to the stock options granted already by the Transferor Company prior to the Effective Date to its employees or that of its subsidiaries (irrespective of whether they are employees of the Transferor Company or its subsidiaries or become employees of the Transferee Company or its subsidiaries pursuant to this Scheme) under the Existing ESOP Scheme, and upon the Scheme becoming effective, all such option holders (whether the options granted to such option holders are vested or not) shall also be issued the stock options by the Transferee Company under the New ESOP Scheme, in accordance with the share entitlement ratio of 1:1 as per the Scheme.

During the year 2023-24, NIIT Learning Systems Limited ESOP 2023-0 is established pursuant to the Composite Scheme of Arrangement between NIIT Limited (NIIT) and NIIT Learning Systems Limited ("NLSL") and their respective shareholders and creditors ("Composite Scheme"), as approved by Hon''ble National Company Law Tribunal (NCLT), Chandigarh Bench vide its Order dated May 19, 2023. This plan is solely to provide NLSL stock options to NIIT Option Grantees, who hold unexercised NIIT stock options as on the Effective Date of the Composite Scheme i.e., May 24, 2023.

c) ESOP New Scheme

The Board of Directors, on January 31,2024 has approved the institution of new ''Employee Stock Option Plan 2024'' ("ESOP 2024" "Plan"), subject to approval of shareholders and any other regulatory approval(s), to cover all eligible employees of the Company and its holding/subsidiaries/associate company (existing and future) with an objective to reward them for their performance as well as to attract and retain talent in the Company. The shareholders have approved the Plan by passing the special resolutions on May 10, 2024 through postal ballot. The Company has submitted application for in principle listing approval of ESOP 2024 with stock exchanges and the same is awaited. The Company has not granted any new Employee Stock Options under this Plan till May 22, 2024.

27 Fair value measurements

(i) Fair value hierarchy

To provide indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard explained below:

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments, traded bonds and mutual funds that have quoted price. The fair value of all equity instruments (including bonds) which are traded in the stock exchanges is valued using the closing price as at the reporting period. The mutual funds are valued using the closing net asset value.

Level 2: The fair value of financial instruments that are not traded in an active market (for example foreign exchange forward contracts) is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities, contingent consideration and indemnification asset included in level 3.

(ii) Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:

- The use of quoted market prices for similar instruments.

- The fair value of forward foreign exchange contracts is determined using Mark to Market Valuation by the respective

bank at the balance sheet date.

- The fair value of the remaining financial instruments is determined using discounted cash flow analysis.

The Company''s principal financial liabilities, other than derivatives, comprise trade and other payables. The main purpose of these financial liabilities is to finance the Company''s operations and to provide guarantees to support its operations. The Company''s principal financial assets include trade and other receivables, and cash and short-term deposits that derive directly from its operations.

The Company is exposed to market risk, credit risk and liquidity risk. The Company''s senior management oversees the management of these risks. The Company''s senior management is supported by a financial risk committee that advises on financial risks and the appropriate financial risk governance framework for the Company. The finance committee provides assurance to the Company''s senior management that the Company''s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company''s policies and risk objectives. All derivative activities for risk management purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. It is the Company''s policy that no trading in derivatives for speculative purposes may be undertaken. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below:

(A) Credit risk

Credit risk refers to the risk of default on its obligation by the counter party resulting in a financial loss. The maximum exposure to the credit risk at the reporting date is primarily from trade receivables (net) amounting to Rs. 851.52 Million as of March 31,2024 (Previous year Rs. 1,048.27 Million) and unbilled revenue (net) amounting to Rs. 128.21 Million as of March 31,2024 (Previous year Rs. 69.31 Million). Trade receivables and unbilled revenue are typically unsecured and are derived from revenue earned through individual subsidiaries, government customers and other corporate customers. The Company has used the expected credit loss model to assess the impairment loss or gain on trade receivables and unbilled revenue, and has provided it wherever appropriate. The following table gives the movement in allowance for expected credit loss for the year ended March 31,2024:

(B) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting its obligations associated with financial liabilities. The Company''s principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations. The Company has working capital limits from banks. However, the Company believes that the working capital is sufficient to meet its current requirements. Accordingly, no liquidity risk is perceived.

(C) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, foreign currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include deposits, investments measured at FVTPL and derivative financial instruments.

(i) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

(ii) Foreign currency risk

The Company operates internationally and is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to the USD, GBP EUR, CAD, AUD, and NOK. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the company''s functional currency. The Company evaluates its exchange rate exposure arising from these transactions and enters into foreign exchange forward contracts to hedge forecasted cash flows denominated in foreign currency and mitigate such exposure.

The primary objective of the management of the Company''s capital structure is to maintain an efficient mix of debt and equity in order to achieve a low cost of capital, while taking into account the desirability of retaining financial flexibility to pursue business opportunities and adequate access to liquidity to mitigate the effect of unforeseen events on cash flows. To maximise the shareholder value the management also monitors the return on equity.

The Board of directors regularly review the Company''s capital structure in light of the economic conditions, business strategies and future commitments.

For the purpose of the Company''s capital management, capital includes issued share capital, securities premium, all other reserves and debt. Debt includes lease liabilities.

During the financial year, no significant changes were made in the objectives, policies or processes relating to the management of the Company''s capital structure.

There is no default on the repayment of borrowings (including interest thereon) during the year ended March 31,2024.

b) Guarantees

i. Financial Guarantees issued by Bankers outstanding at the end of the year Rs. 20.01 Million (Previous year Rs. 20.01 Million).

ii. Corporate Guarantee issued to ICICI Bank UK for availing working capital limit on behalf of NIIT Limited, UK up to GBP 4.20 Million, Amount Outstanding at the end of the year is Rs. Nil.

iii. Corporate Guarantee issued to ICICI Bank UK for availing working capital limit on behalf of NIIT Ireland Limited, up to EUR 3.15 Million, Amount Outstanding at the end of the year is Rs. Nil.

31 Capital and Other Commitments

(a) Estimated amount of contracts to be executed on capital account (net of advances) as at March 31,2024 Rs. 10.72 Million (Previous year Rs. 7.67 Million) for purchase of property, plant and equipment.

(b) For commitments related to lease arrangements, Refer note 6.

32 Segment Information

The Company is engaged in providing Education & Training Services in a single segment. Based on "Management Approach", as defined in Ind AS 108 - Operating Segments. The Chief Executive Officer (CEO) and Chief Financial Officer (CFO) of the Company are considered as Chief Operating Decision Makers (CODM) who evaluates the performance and allocates resources based on the analysis of performance of the Company as a whole. Its operations are, therefore, considered to constitute a single segment.

As per Ind AS 108 - Operating Segments, where the financial report contains both the consolidated financial statements of a parent as well as the parent''s separate financial statements, segment information is required only in the consolidated financial statements, Accordingly, no segment information is disclosed in these Standalone financial statements of the Company.

(ii) Proposed Dividend

The Board of Directors of the Company in their meeting held on May 22, 2024, proposed a final dividend of Rs.2.75 (Previous year Rs. Nil) per equity shares in respect of the year ended March 31,2024 subject to the approval of shareholders at the Annual General Meeting and are not recognised as a liability as at March 31,2024.

F Terms and conditions

Transactions relating to dividends, subscriptions for new equity shares were on the same terms and conditions that applied to other shareholders.

Transactions with related parties during the year were based on terms that would be available to third parties. All other transactions were made in ordinary course of business and at arm''s length price.

All outstanding balances are unsecured and are repayable in cash.

36 Composite Scheme of Arrangement

(A) The Board of Directors of NIIT Limited, in its meeting held on January 28, 2022 approved a Composite Scheme of Arrangement ("Scheme")under Section 230 to 232 and other applicable provisions of the Companies Act 2013 between NIIT Limited ("Transferor Company" or "NIIT") and NIIT Learning Systems Limited (Formerly known as Mindchampion Learning Systems Limited) ("Transferee Company" or "NLSL") a wholly owned subsidiary of the Company and their respective shareholders and creditors ("Scheme"). The Scheme inter-alia provides for, (i) Transfer and Vesting of Demerged Undertaking by the Transferor Company to Transferee Company, (ii) Reduction and cancellation of Share Capital of Transferee Company held by Transferor Company, (iii) Issuance and allotment of shares by the Transferee Company to the shareholders of Transferor Company in consideration of transfer of Demerged undertaking.

On May 19, 2023, the National Company Law Tribunal (NCLT), Chandigarh Bench sanctioned/ approved the Composite Scheme of Arrangement which was made effective on May 24, 2023 upon filing of the certified copies of the NCLT Orders sanctioning the Scheme with the respective jurisdictional Registrar of Companies. Pursuant to the Scheme becoming effective, the Demerged 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 transactions pertaining to the Demerged Undertaking of NIIT from the appointed date upto the effective date of the Scheme have been made by NIIT on behalf of NLSL as per the 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 restated in accordance with the requirements of Ind AS 103.

j/mi Amouni m i\s. millions, unless omerwise STOTeaj

(B) Basis of Carve Out Financials with respect to Demerged Undertaking till effective date

The Financial Information is prepared in accordance with the Guidance Note on ''Combined and Carve-out Financial Statements'' ("Guidance Note") issued by the Institute of Chartered accounts of India ("ICAI") which sets out overall framework for the preparation and presentation of the carve-out Financial Information. In preparing the said carve-out Financial Information, principles as set out in the Guidance Note and accounting method prescribed in the Scheme have been applied as below:

i. The directly identifiable assets, liabilities, income and expenditures of the demerged undertaking are based on the books of accounts and underlying accounting records maintained by the Company.

ii. All other assets including Fixed deposits, current investments in mutual funds, liabilities, income and expenditures, (including Common in nature) have been allocated on the basis of Revenue, or any other reasonable basis as approved by the Board. Balance of Share based payment reserve is transferred based on net book value of assets transferred of demerged undertaking over net worth of the NIIT Limited as on the appointed date pre-demerger.

(C) Pursuant to the Scheme, 115,564,072 equity shares of Rs. 10/- each of the NLSL amounting to Rs. 1,155.64 Million held by NIIT stands cancelled as per the Scheme w.e.f. Appointed Date. Consequently, NLSL has ceased to be subsidiary of NIIT Limited. The amount of equity share capital stands reduced and cancelled and correspondingly adjusted to the retained earnings and securities premium to the extent available and balance equity share capital of Rs. 23.30 Million was transferred to capital reserve in the previous year.

(D) Pursuant to the Scheme, the Company has issued and allotted equity shares to the shareholders of NIIT Limited whose name appears in the register of members of NIIT as on the record date i.e. June 8, 2023, one equity share of Rs. 2/-each in NLSL as fully paid up for every equity share of Rs. 2/- each held by them in NIIT and the equity share capital of Rs. 269.14 Millions to be issued has been disclosed as Share Suspense Account under the head Equity Share Capital as on March 31,2023. Scheme Related Expenses post appointed date are allocated equally between NIIT and NLSL, expenses incurred before appointed date are borne by NIIT as per the Scheme and expenses incurred after the effective date are borne by NLSL as per the Scheme.

Prior to effective date of scheme of arrangement, 50,000 equity shares has been issued on account of exercise of employee stock options by employee during the year.

38 Additional Regulatory Information

i. There are no immovable properties included in Property Plant and Equipment, whose title deeds are not held in the name of the Company.

ii. The Company has not revalued its Property, Plant and Equipment (including Right of use assets) and intangible assets during the year ended March 31,2024.

iii. The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.

iv. The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority, as per the available information.

v. Relationship with Struck off Companies

vi. The Company does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

vii. The Company has not traded or invested in cryptocurrency transactions during the financial year and there is no balance as at year end.

ix) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

(b) Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

x) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries

xi) The Company has not been sanctioned any working capital limit at any point of time during the year from Banks or Financial Institutions.

xii) Audit Trail

The Company have used accounting software and certain other related software for maintaining its books of account which has a feature of recording audit trail (edit log) facility at application level and the same has operated throughout the year for all relevant transactions recorded in the software, except that:

a. At accounting software, there are certain privileged / administrative access rights for which audit trail feature is not enabled at application level.

b. audit trail feature is not enabled at the database level insofar as it relates to accounting and other related software. Further no instance of audit trail feature being tampered with was noted in respect of these software.

xiii) Server backup

The Company has kept proper books of account as required by law except backup of the books of account of one particular software in electronic mode has not been maintained on servers physically located in India.

39 The Code on Social Security, 2020 (''Code'') relating to employee benefits during employment and post-employment benefits received Presidential assent in September 2020. However, the date on which the Code will come into effect has not been notified. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period when the Code becomes effective.

Mar 31, 2023

Terms / rights attached to equity shares

The Company has only one class of equity shares having par value of Rs. 2 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend (excluding interim dividend) proposed by the Board of Directors, if any, is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

Shares reserved for issue under options

Information relating to Employee Stock Option Plan, including details of options issued, granted, exercised and lapsed during the financial year and options outstanding at the end of the reporting year, is set out in Note 26.

(i) Capital reserve represents the reserve created on Amalgamation and Business Combinations.

(ii) The amount represents the additional amount shareholders paid for their issued shares that was in excess of the par value of those shares. The same can be utilised for the items specified under section 52 of Companies Act, 2013.

(iii) The Company uses hedging instruments as part of its management of foreign currency risk associated with its highly probable forecasted transactions, i.e., revenue, as described in Note 28. The Company uses Foreign Currency Forward Contracts which are designated as Cash Flow Hedges for hedging foreign currency risk. To the extent these hedges are effective, the change in fair value of the hedging instrument is recognised in the Cash Flow Hedging Reserve. Amount recognised in the Cash Flow Hedging Reserve is reclassified to profit or loss when the hedged item effects profit and loss, i.e., Revenue.

B) Defined Benefit Plans I. Provident Fund

The Company makes contribution to the "NIIT LIMITED EMPLOYEES'' PROVIDENT FUND TRUST" ("the Trust"). The Company contributed Rs. 46.96 Million (Previous year Rs. 38.20 Million) including Rs. 0.32 Million (Previous year Rs. 0.24 Million) in respect of Key Management personnel during the year to the Trust. The same has been recognised in the statement of profit and loss under the head employee benefit expenses.

The Company has an obligation to make good the shortfall, if any, between the return from the investments of the Trust and the notified interest rate. The Company''s obligation in this regard is actuarially determined and provided for if the circumstances indicate that the Trust may not be able to generate adequate returns to cover the interest rates notified by the Government.

The guidance on implementing Ind AS 19 Employee Benefits , issued by Accounting Standards Board (ASB) of The Institute of Chartered Accountants of India, states that benefits involving employer established provident fund trust, which require interest shortfall to be compensated by the employer is required to be considered as Defined Benefits Plans. The actuary has provided a valuation and based on the below mentioned assumptions, determined that there is no short fall as at March 31,2023.

Each year, the board of trustees reviews the level of funding in the provident fund plan. Such a review includes the assets-liability matching strategy and investment risk management policy. This includes employing the use of annuities and longevity swaps to manage the risks. The board of trustees decides its contribution based on the result of this annual review.

vii) Investment details of Plan Assets:-

The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied for calculating the defined benefit liability recognised in the balance sheet.

Risk exposure

26 Share Based Payments (Refer note 35)

(a) Employee option plan

During the year 2005-06, NIIT Limited had established NIIT Employee Stock Option Plan 2005 "ESOP 2005" and the same was approved at the General Meeting of the Company held on May 18, 2005. The plan was set up so as to offer and grant, for the benefit of employees (excluding promoters) of the Company, who are eligible under "Securities and Exchange Board of India (SEBI) (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999", options of the Company in one or more tranches, and on such terms and conditions as may be fixed or determined by the Board, in accordance with the provisions of law or guidelines issued by the relevant authorities in this regard.

As per the plan, each option is exercisable for one equity share of face value of Rs. 2 each (Rs. 10 each pre bonus and split) fully paid up on payment to the Company, at a price to be determined in accordance with ESOP 2005. ESOP information is given for the number of shares after sub-division and Bonus issue.

Pursuant to Scheme of the Arrangement, with respect to the stock options granted already by the Transferor Company prior to the Effective Date to its employees or that of its subsidiaries (irrespective of whether they are employees of the Transferor Company or its subsidiaries or become employees of the Transferee Company or its subsidiaries pursuant to this Scheme) under the Existing ESOP Scheme, and upon the Scheme becoming effective, all such option holders (whether the options granted to such option holders are vested or not) shall also be issued the stock options by the Transferee Company under the New ESOP Scheme, in accordance with the share entitlement ratio of 1:1 as per the Scheme.

27 Fair value measurements (i) Fair value hierarchy

(ii) Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:

- The use of quoted market prices for similar instruments.

- The fair value of forward foreign exchange contracts is determined using Mark to Market Valuation by the respective

bank at the balance sheet date.

28 Financial Risk Management

The Company''s principal financial liabilities, other than derivatives, comprise borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company''s operations and to provide guarantees to support its operations. The Company''s principal financial assets include trade and other receivables, and cash and short-term deposits that derive directly from its operations.

(A) Credit risk

Credit risk refers to the risk of default on its obligation by the counter party resulting in a financial loss. The maximum exposure to the credit risk at the reporting date is primarily from trade receivables amounting to Rs. 1,048.27 Million as of Mach 31,2023 (Previous year Rs. 708.14 Million) and unbilled revenue amounting to Rs. 69.31 Million as of March 31,2023 (Previous year Rs. 38.24 Million). Trade receivables and unbilled revenue are typically unsecured and are derived from revenue earned through individual subsidiaries, government customers and other corporate customers. The Company has used the expected credit loss model to assess the impairment loss or gain on trade receivables and unbilled revenue, and has provided it wherever appropriate. The following table gives the movement in allowance for expected credit loss for the year ended March 31,2023:

(B) Liquidity risk

The Company''s principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations. The Company has working capital limits from banks. However, the Company believes that the working capital is sufficient to meet its current requirements. Accordingly, no liquidity risk is perceived.

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, foreign currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits, investments measured at FVTPL and derivative financial instruments.

(i) Interest rate risk

As the Company is virtually debt-free, the exposure to interest rate risk from the perspective of financial liabilities is negligible.

(ii) Foreign currency risk

The Company operates internationally and is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to the USD, GBP, EUR, CAD, CNY and NOK. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the company''s functional currency. The Company evaluates its exchange rate exposure arising from these transactions and enters into foreign exchange forward contracts to hedge forecasted cash flows denominated in foreign currency and mitigate such exposure.

The Board of directors regularly review the Company''s capital structure in light of the economic conditions, business strategies and future commitments.

For the purpose of the Company''s capital management, capital includes issued share capital, securities premium, all other reserves and debts.

During the financial year, no significant changes were made in the objectives, policies or processes relating to the management of the Company''s capital structure.

b) Guarantees

i. Bank Guarantees issued by Bankers outstanding at the end of the year Rs. 20.01 Million (Previous year Rs. 20.01 Million).

ii. Corporate Guarantee issued to ICICI Bank Canada to secure loan of up to CAD 5.00 Million, amount outstanding at the end of the year Nil, [Previous year Rs. 48.64 Million (CAD 0.80 Million)] availed by NIIT Learning Solutions (Canada) Limited. The Corporate Guarantee was closed during the current financial year.*

iii. Corporate Guarantee issued to ICICI Bank UK for availing working capital limit on behalf of NIIT Limited, UK up to GBP 4.20 Million, Amount Outstanding at the end of the year is Nil.*

* These corporate guarantees were issued by NIIT Limited and are in the process of being replaced by the corporate guarantees of NLSL pursuant to the Scheme of Arrangement.

31 Capital and Other Commitments

(a) Estimated amount of contracts remaining to be executed on capital account (net of advances) not provided for Rs. 7.67 Million (Previous year Rs.16.58 Million).

^{(b) For} commitments related to lease arrangements, Refer note 6.

32 Segment Information

The Company is engaged in providing Education & Training Services in a single segment. Based on "Management Approach", as defined in Ind AS 108 â Operating Segments, the Chief Operating Decision Maker (CODM) evaluates the performance and allocates resources based on the analysis of performance of the Company as a whole. Its operations are, therefore, considered to constitute a single segment in the context of Ind AS 108 â Operating Segments.

F. Terms and conditions

Transactions relating to dividends, subscriptions for new equity shares were on the same terms and conditions that applied to other shareholders.

All outstanding balances are unsecured and are repayable in cash.

(A) The Board of Directors of NIIT Limited, in its meeting held on January 28, 2022 approved a Composite Scheme of Arrangement ("Scheme") under Section 230 to 232 and other applicable provisions of the Companies Act 2013 between NIIT Limited ("Transferor Company" or "NIIT") and NIIT Learning Systems Limited (Formerly known as Mindchampion Learning Systems Limited) ("Transferee Company" or "NLSL") a wholly owned subsidiary of the Company and their respective shareholders and creditors ("Scheme"). The Scheme inter-alia provides for, (i) Transfer and Vesting of Demerged Undertaking by the Transferor Company to Transferee Company, (ii) Reduction and cancellation of Share Capital of Transferee Company held by Transferor Company, (iii) Issuance and allotment of shares by the Transferee Company to the shareholders of Transferor Company in consideration of transfer of Demerged undertaking.

On May 19, 2023, the National Company Law Tribunal (NCLT), Chandigarh Bench sanctioned / approved the Composite Scheme of Arrangement which was made effective on May 24, 2023 upon filing of the certified copies of the NCLT Orders sanctioning the Scheme with the respective jurisdictional Registrar of Companies. Pursuant to the Scheme becoming effective, the Demerged 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 transactions pertaining to the Demerged Undertaking of NIIT from the appointed date upto the effective date of the Scheme have been made by NIIT on behalf of NLSL as per the Scheme.

(B) Basis of Carve Out Financials with respect to Demerged Undertaking

The Financial Information is prepared in accordance with the Guidance Note on ''Combined and Carve-out Financial information'' ("Guidance Note") issued by the Institute of Chartered accounts of India ("ICAI") which sets out overall framework for the preparation and presentation of the carve-out Financial Information. In preparing the said carve-out Financial Information, principles as set out in the Guidance Note and accounting method prescribed in the Scheme have been applied as below:

i. The directly identifiable assets, liabilities, income and expenditures of the demerged undertaking are based on the books of accounts and underlying accounting records maintained by the Company.

ii. All other assets including Fixed deposits, current investments in mutual funds, liabilities, income and expenditures, (including Common in nature) have been allocated on the basis of Revenue, or any other reasonable basis as approved by the Board. Balance of Employees Stock Option Outstanding is transferred based on net book value of assets transferred of demerged undertaking over net worth of the NIIT Limited as on the appointed date predemerger.

(D) Pursuant to the Scheme, the Company will issue and allot equity shares to the shareholders of NIIT Limited whose name appears in the register of members of NIIT as on the record date i.e. June 8, 2023, one equity share of Rs. 2/- each in NLSL as fully paid up for every equity share of Rs. 2/- each held by them in NIIT and the equity share capital of Rs. 269.14 Millions to be issued has been disclosed as Share Suspense Account under the head Equity Share Capital as on March 31,2023. Scheme Related Expenses post appointed date are allocated equally between NIIT and NLSL, expenses incurred before appointed date are allocated to NIIT as per the Scheme.

36 Additional Regulatory Information

i) There are no immovable properties included in Property Plant and Equipment, whose title deeds are not held in the name of the Company.

ii) The Company has not revalued its Property, Plant and Equipment (including Right of use assets) and intangible assets during the year ended March 31,2023.

iii) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.

iv) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority, as per the available information.

vi) The Company does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

vii) The Company has not traded or invested in cryptocurrency transactions during the financial year and there is no balance as at year end.

ix) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

(b) Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

x) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries

37 The Code on Social Security, 2020 (''Code'') relating to employee benefits during employment and post-employment benefits received Presidential assent in September 2020. However, the date on which the Code will come into effect has not been notified. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period when the Code becomes effective.

38 Previous year/ period figures have been regrouped / reclassified to conform the current period classification.

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