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Directors Report of NIIT Ltd.

Mar 31, 2023

BOARD''S REPORT

Dear NIIT Shareowner,

Your Directors take pleasure in presenting the 40^th 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 National Company Law Tribunal
(NCLT), Chandigarh Bench sanctioned/ approved the
Composite Scheme of Arrangement between NIIT Limited
(''the Transferor Company'' or ''NIIT'') and NIIT Learning
Systems Limited (''the Transferee Company'' or ''NLSL'') and
their respective shareholders and creditors (''Scheme''), which
was made effective on May 24, 2023 by filing of the certified
copies of the NCLT Orders sanctioning the Scheme with
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.

Statement of profit and loss for the year ended March 31,
2022 have been restated by the Company to give effect of the
Scheme. The transferred business as defined in the ''Scheme''
have been disclosed as ''Discontinued Operations'' in the
consolidated financial statements for the year ended March
31,2022, as per the requirements of Ind AS 105 - "NonÂ¬
current Assets Held for Sale and Discontinued Operations".

The assets and liabilities of the Demerged Undertaking were
transferred at their book value as appearing in the books of
the transferor company with effect from April 1, 2022 i.e. the
Appointed Date as per Scheme.

Your company''s consolidated revenue from operations
for current year is Rs. 3,413 million as against Rs. 2,506
million in the previous year and the profit after tax is Rs. 111
million as against Rs. 317 million in the previous year from
continuing operations.

Your company''s standalone revenue from operations for the
current year is Rs. 1,574 million as against Rs. 1,258 million
in the previous year, and the profit/ (loss) after tax is Rs. (144)
million as against Rs. 872 million in the previous year from
continuing operations.

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

Particulars	CONSOLIDATED		STANDALONE
	March 31,	March 31,	March 31,	March 31,
	2023	2022	2023	2022
Continuing and Discontinued Operations
INCOME
Revenue from operations	3,413	2,506	1,574	1,258
Other Income	381	404	394	1,150
Total Income	3,794	2,911	1,968	2,408
Total Expenses	3,625	2,648	2,113	1,638
Profit / (Loss) before exceptional items and tax	169	262	(145)	769
Exceptaonal items	jm	J29)	JM	JM
Profit / (Loss) before Tax	159	233	J1551	746
Tax Expenses	48	J841	J1H	JJM
Profit / (Loss) for the year from continuing operations	111	317	(144)	872
Profit / (Loss) after tax for the year from discontinued operations	(28)	1,981	(28)	551
Profit / (Loss) for the year	84	2,299	JHH	1,423
Profit attributable to
Owners of NIIT Limited	32	2,262	J1ZU	1,423
Non-controlling interests	52	37
Earnings /(Loss) per equity	share for Continuing Operations:
Basic EPS (Rs.)	0.45	2.09	J1M	6.49
Diluted EPS (Rs.)	0.44	2.04	1107!	6.34
Earnings / (Loss) per equity share for Discontinued Operations:
Basic EPS (Rs.)	(0.21)	14.74	(0.21)	4.10
Diluted EPS (Rs.)	10211	14.39	(0.21)	4.00
Earnings / (Loss) per equity share for Continuing and Discontinued Operations:
Basic EPS (Rs.)	0.24	16.83	J1M	10.59
Diluted EPS (Rs.)	0.23	16.43	(1.28)	10.34

Business Operations

The Composite Scheme of Arrangement (Scheme) for
Transfer of Corporate Learning Business to NIIT Learning
Systems Limited (NLSL) has been made effective on May
24, 2023. The Appointed Date for the Scheme is April 1,
2022. The financials for NIIT Limited reflect impact of this
transfer from the Appointed Date and are not comparable
to previously declared financials. The Company achieved
Revenue of Rs. 3,413 million which was up 36% YoY.
Training for Early Career professionals was Rs. 1,838 Mn
and was up 15% YoY. This comprised 54% of the revenue for
the year. The balance, 46% of revenue, was contributed by
training for working professionals, with revenue of Rs 1,574
million and was up 73% YoY. StackRoute & TPaaS Biz up 17%
YoY and contribute 32% to SNC revenue. For the full year,
Technology programs contributed 80.3% to overall revenue
with balance being contributed by BFSI & Others (19.7%).
The company trained over 178K professionals during the
year, across industries and learner categories.

The Company had acquired majority stake in RPS Consulting
in October 2021. Growth in FY23 was aided by first full year
of consolidation of RPS Consulting with NIIT. Many GSI''s
reported a reduction in headcount indicating negative net
hiring in the fourth quarter due to prevailing uncertainty in
the demand environment which also led to compression in
spending. Organic revenue was up 13% YoY despite impact
of slowdown in hiring in H2 FY23.

EBITDA for the year was Rs. 10 million as compared to Rs. 25
million despite continued investments in growth and impact
of the environment during the year. A detailed analysis of the
overall performance is given in the Management Discussion
and Analysis Report, forming part of this Report.

Futu re Plans

With a continuing shift to Digital economy, the IT and
BFSI sectors are expected to continue to see an increasing
demand for digital skills and therefore, continue to offer a
significant growth opportunity for NIIT. India has over 41
million students enrolled in higher education, the number of
college graduates entering the workforce is second highest
in the world. With about 5.4 million people employed by
the IT/ITES industry and a simi lar number in BFSI. College
students, fresh graduates, and working professionals aspiring
to make a career in Technology, BFSI and other emerging
sectors in India represent a large untapped opportunity.
Over the last two years, the company has pivoted to digital
learning, invested in new products, and strengthened the
leadership team. With a trusted brand, a scalable learning
delivery platform, proven methodologies that delivers superior
outcomes for learners and a strong balance sheet, NIIT is
well positioned to accelerate Digital Talent Transformation
for both Individuals and Corporate customers.

NIIT plans to continue to invest in digital learning and deepÂ¬
skilling programs to scale the business. In addition, company
is working on a number of new opportunities across sectors
undergoing digital transformation to offer deep skilling
programs. Over the next few years, NIIT expects to reestablish
the Company as a premium provider of digital talent.

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

There have been no material changes and commitments
affecting the financial position of the Company during FY23,
other than those explained herein.

There has been no change in the nature of the business of
the Company.

Share Capital

During the year under review :

- there has been no change in the Authorized Share
Capital of the Company;

- the Company has allotted 6,97,1 13 equity shares to
the eligible employees on the exercise of stock options
granted under the NIIT Employee Stock Option Plan
2005;

- there was no buyback by 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"
or "the Company") and NIIT Learning Systems Limited
(formerly known as Mindchampion Learning Systems
Limited), a wholly owned subsidiary of the Company ("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,
2021as amended.

The Scheme was approved by the Hon''ble NCLT by way of
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. Pursuant to the Scheme, the CLG
Business Undertaking of the Company has been demerged
into NLSL with effect from the Appointed Date.

Subsidiaries, Joint Ventures and Associate Companies

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 the standalone
financial statement of the Company.

During the year under review:

a) NIIT (USA), Inc, a wholly owned subsidiary company of
NIIT Limited has acquired 100% membership interest
in St. Charles Consulting Group LLC on November 4,
2022, forming part of CLG business Undertaking.

b) Your Company had executed a Share Purchase
Agreement ("SPA") and other transaction documents
with RPS Consulting Private Limited ("RPS") and its
promoters on October 1,2021, to acquire 100% equity

shareholding from promoters/existing shareholders in
RPS in three tranches. Your Company had acquired 70%
equity shareholding (on a fully diluted basis) in RPS on
October 1,2021,20% equity shareholding (on a fully
diluted basis) in RPS on December 22, 2022, while the
balance 10% shareholding of RPS was also acquired
by the Company on May 15, 2023. Subsequently, RPS
became wholly owned subsidiary of the Company.

c) NllT Mexico, S. DE R.L. DE C.V. was incorporated on
February 23, 2023 , as a step-down subsidiary of the
Company by NIIT (USA) Inc., USA, (a wholly owned
subsidiary of the Company).

d) NllT Brazil LTDA was incorporated on March 23, 2023,
as a step-down subsidiary of the Company by NIIT
(USA) Inc., USA, (a wholly owned subsidiary of the
Company).

Pursuant to Scheme of Arrangement, following entities got
transferred and vested into NIIT Learning Systems Limited,
being a part of CLG Business Undertaking:

a) NIIT USA Inc, USA

â Stackroute Learning Inc, USA [subsidiary of entity
at serial no. (a)]

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

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

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

23, 2023]

â 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

â NIIT Learning Solutions (Canada) Limited

(subsidiary of entity at serial no. d)

e) NIIT West Africa Limited
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 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/
india/investors/Pages/Subsidiaries-Financials The same shall
also be available for inspection by members upon request.

Directors

As per the provisions of Section 152 of the Act, Mr. Parappil
Rajendran (DIN: 00042531) and Mr. Sapnesh Kumar Lalla
(DIN : 06808242) retire by rotation at the forthcoming
Annual General Meeting ("AGM") of the Company, and
being eligible, offer themselves for re-appointment. The
relevant details are provided in the Notice.

The Board recommends the appointment of aforesaid
directors, retiring by rotation, to the members for their
approval at the forthcoming annual general meeting by
passing ordinary resolutions.

After closure of the financial year :

a) Mr. Rajendra Singh Pawar, was redesignated as
Executive Chairman of the Company, liable to retire by
rotation, w.e.f. May 24, 2023.

b) Mr. Sapnesh Kumar Lalla ceased to be Executive Director
& Chief Executive Officer of the Company, w.e.f. May
24, 2023 and redesignated as Non-Executive Director
of the Company, liable to retire by rotation.

c) Mr. Ravinder Singh and Ms. Sangita Singh, Independent
Directors of the Company, had resigned from the Board
of the Company with effect from May 24, 2023 due
to their appointment as Independent Director on the
Board of NIIT Learning Systems Limited and and their
not being able to give sufficient time.

d) Ms. Leher Vijay Thadani resigned from the Board of the
Company with effect from May 24, 2023 due to her
appointment as Non-executive Director of NLSL and
her not being able to give sufficient time.

The Board placed on record its appreciation for the
valuable contribution and guidance by Mr. Ravinder
Singh, Ms. Sangita Singh and Ms. Leher Vijay Thadani
during their tenure as Directors of the Company.

e) Further, based on the recommendation of the
Nomination & Remuneration Committee ("NRC"), the
Board on May 24, 2023, had appointed Mr. Srikanth
Velamakanni as additional Independent Director, not
liable to retire by rotation, for a term of five consecutive
years commencing from May 24, 2023.

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

As on March 31, 2023, the following officials were the
"Key Managerial Personnel" of the Company in terms of
provisions of the Act:

â¢ Mr. Vijay Kumar Thadani, Vice Chairman & Managing
Director

â¢ Mr. Parappil Rajendran, Joint Managing Director

â¢ Mr. Sapnesh Kumar Lalla, Executive Director & Chief
Executive Officer

â¢ Mr. Sanjay Mal, Chief Financial Officer

â¢ Mr. Deepak Bansal, Company Secretary

After closure of the financial year, pursuant to the Scheme and
in order to ensure continuity of management participation
and benefit NLSL with the vast experience and knowledge
of Mr. Sapnesh Kumar Lalla (Executive Director & Chief
Executive Officer), Mr. Sanjay Mal (Chief Financial
Officer) and Mr. Deepak Bansal (Company Secretary),
their employment was transferred as part of CLG business
undertaking to NLSL. Accordingly, Mr. Sapnesh Kumar
Lalla, Mr. Sanjay Mal and Mr. Deepak Bansal ceased in
the employment of the Company and consequently, they
also ceased to be Key Managerial Personnel in terms of
the provisions of Section 203 of the Companies Act, 2013,
w.e.f. May 24, 2023.

Further, the Board on the recommendation of Nomination &
Remuneration Committee, on May 24, 2023 approved the
appointment of Mr. Sanjeev Bansal as Chief Financial Officer
and Ms. Arpita Bisaria Malhotra as Company Secretary
of the Company. Consequently, they were also appointed
as Key Managerial Personnel in terms of the provisions of
Section 203 of the Companies Act, 2013.

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:

â¢ Mr. Vijay Kumar Thadani, Vice Chairman & Managing
Director

â¢ Mr. Parappil Rajendran, Joint Managing Director

â¢ Mr. Sanjeev Bansal, Chief Financial Officer

â¢ Ms. Arpita Bisaria Malhotra, Company Secretary
Meetings of the Board

During the year under review, nine (9) Board Meetings were
convened and held. The intervening gap between the two
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

Pursuant to the provisions of Section 134(5) of the Act, the
Directors of your 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 judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
Company at the end of FY23 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

M/s. S. R. Batliboi & Associates LLP, Chartered Accountants,
Gurugram (FRN 101049W/ E300004), were appointed
as Statutory Auditors of the Company, for second term of
5 (five) consecutive years, at the AGM held on August 05,
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 selfÂ¬
explanatory and do not require any further comments.
The Auditors'' Reports do not contain any qualification,
reservation or adverse remark.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board appointed PI & Associates,
Practicing Company Secretaries, as Secretarial Auditors to
conduct secretarial audit of the Company for FY23. The
Secretarial Audit Report for FY23 is annexed herewith as
"Annexure B" forming part of this Report. The Secretarial
Audit Report does not contain any qualification, reservation
or adverse remark.

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 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 FY23. 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 Auditors, Secretarial
Auditors and Cost Auditors 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
a part of this Report.

Corporate Governance Report

Your Company continues to adhere to the Corporate
Governance requirements set out by the 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 mentioned 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://www.
niit.com/authoring/Documents/New-Disclosures/CSR%20
Policy%20w.e.f.%205.2.2021.pdf

During the financial year 2022-23, the Company had spent
Rs. 15.30 million on CSR activity.

The Report on the CSR activities in the prescribed format,
approved by the CSR Committee on May 29, 2023, 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 falls 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. 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.

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 provisions of the Act
and Listing Regulations are provided in the Corporate
Governance Report, forming part of this Report.

Statutory Policies/Codes

In compliance with the various provisions of the Act and
Listing Regulations, the Company has the following policies/
codes:

â¢ Policy on Determination of Material Subsidiaries

â¢ Policy on Determination of Materiality for Disclosure

â¢ Policy on Related Party Transactions

â¢ Nomination and Remuneration Policy

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

â¢ Code of Practices and Procedures for Fair Disclosure
of UPSI

â¢ Policy for Procedure of Inquiry in Case of Leak of UPSI

â¢ Archival Policy

â¢ Whistle Blower Policy

â¢ Code of Conduct

â¢ Corporate Social Responsibility Policy

â¢ 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, 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.

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://
www.niit.com/authoring/Documents/New-Disclosures/
Dividend%20Distribution%20Policy.pdf
Business Responsibility Sustainability Report
Pursuant to the provisions of Regulation 34 of the Listing
Regulations, a separate section on Business Responsibility
Sustainability Reporting forms a part of this Annual Report.
Information Relating to Conservation of Energy,
Technology Absorption, Research and Development,
Exports, and 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

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 China, and
other emerging markets, with a view to increase
exports.

(ii) Total foreign exchange earned and used:

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

Detail of Loans, Guarantees or Investments (if any) covered
under the provisions of Section 186 of the Act is 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/india/investors/Pages/
Annual-Return

General

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

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

â¢ 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.

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

â¢ 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.

â¢ 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 Sections 73 to 76 of the Act read
with the relevant rules made thereunder, your Company has
not accepted any 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 established the Employee Stock Option
Scheme 2005 (ESOP 2005) with the objective of attracting
and motivating employees by rewarding performance,
thereby retaining the best talent. The aim is to develop a sense
of ownership among the employees within the organization
and to align your Company''s stock option scheme with
the best practice in the industry. The Nomination and
Remuneration Committee has granted 30,40,000 Employee
Stock Options [Grant #31 (23,70,000), #32 (20,000) and
#33 (6,50,000)] at Rs. 352.70 per option/ share on July
19, 2022 and 30,000 Employee Stock Options (Grant #34)
at Rs. 351.90 per option/share on August 26, 2022 to the
eligible employees under ESOP 2005.

The grant-wise details of the Employee Stock Option Scheme
are partially provided in the Notes to Accounts of the
Financial Statement in the Annual Report. A comprehensive
note is available on the Company''s website at www.niit.
com and forms a part of this Report. The same shall also be
available for inspection by members upon request.

Acknowledgment

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 nonÂ¬
governmental 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 Limited

Rajendra Singh Pawar
Place: Gurugram Chairman

Date: May 29, 2023 DIN: 00042516

Mar 31, 2022

Your Directors take pleasure in presenting the 39^th Annual Report along with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31,2022.

Financial Highlights

The highlights of your Company''s financial results for the financial year (FY) April 1,2021, to March 31,2022, (FY22) are as follows:

(Amount in Rs. million]
Particulars	Consolidated		Standalone
Particulars	FY 2021-22	FY 2020-21	FY 2021-22	FY 2020-21
Net Sales (Income from Operations)	13,775	9,597	4,452	3,681
Other Income	517	902	1,533	1,126
Total Income	14,292	10,499	5,985	4,807
Total Expenditure (Excluding Depreciation)	10,831	8,045	4,337	3,474
Profit before Depreciation and Taxes	3,461	2,454	1,647	1,333
Depreciation and Amortization	577	595	211	267
Exceptional Items [Net Gain/(Loss)]	(29)	(54)	(23)	(387)
Net Profit/(Loss) before Tax, Share of Noncontrolling Interests & Loss from Discontinued Operation	2,855	1,805	1,413	679
Tax Expenses	518	337	(49)	112
Loss from Discontinued Operation*	(39)	(31)	(39)	(31)
Share of Non-controlling Interests	(37)	(6)
Net Profit/(Loss)	2,262	1,430	1,423	536
Basic EPS (Rs.)	16.83	10.09	10.59	3.78
Diluted EPS (Rs.)	16.43	9.96	10.34	3.73
*Refer note 37 of the Standalone & Consolidated Financia

Statements.

Your Company''s consolidated total income for FY22 is Rs. 14,292 million as against Rs. 10,499 million in the previous year and the net profit (after the share of Noncontrolling Interests) is Rs. 2,262 million as against Rs. 1,430 million in the previous year.

The Company''s total income for the year under review on a standalone basis is Rs. 5,985 million as compared to Rs. 4,807 million in the previous year, and the net profit is Rs. 1,423 million as compared to Rs. 536 million in the previous year.

Business Operations

The Corporate Learning Group (CLG) contributed 82% to NI IT''s consolidated revenue for FY22, as compared to 87% in FY21 . Revenue from the CLG business grew 35% YoY to Rs. 11,310 million. CLG EBITDA grew 68% YoY to Rs. 2,989 million. The EBITDA margin was 26%, up 508 basis points YoY. Growth was driven by ramp-up by new customer addition and increase in wallet-share from existing customers despite spend levels on training remain at lower levels during the year. Investments in sales and marketing and new capabilities over the last few years have resulted in significant recovery and growth over the last two years, despite the continuing impact of the pandemic. During the year, the business accelerated new customer acquisition with the addition of 16 new Managed Training Services (MTS) customers, secured 4 renewals and expanded 6 contracts with existing customers. The business ended the year with 66 MTS customers, as compared to 58 at the end of the previous year. As of March 31,2022, the Revenue Visibility stood at USD 328 million, versus 287 million at the end of FY21.

NIIT''s Skills & Careers Group (SNC) contributed 18% to NIIT''s consolidated revenue in FY22. Contribution of SNC increased from 13% last year due to 99% growth in the business. This was driven by organic growth of 51% and consolidation of revenues from RPS Consulting after the acquisition on October 1,2021. SNC recorded a revenue of Rs. 2,465 million in FY22, as compared to Rs. 1,241 million in FY21 . The business has transitioned to digital learning over the last 2 years and represents a strong platform for growth. SNC showed smart recovery during the year due to strong actions by the Company and pickup in hiring by the IT and Banking sectors. This recovery was led by NIIT''s flagship offerings StackRoute and TPaaS, which grew 137% YoY. Margins were back in black for the year despite ramp-up in investments for growth.

Overall, NIIT achieved an operating revenue of Rs. 13,775 million, as compared to Rs. 9,597 million in the previous financial year, which is a growth of 44% YoY.

The EBITDA was Rs. 2,999 million, as compared to Rs. 1,652 million last year, up 82% YoY. The EBITDA margin improved 456 basis points YoY to 22% on improved performance by both the businesses.

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

Future Plans

Corporate Learning : Global corporate spending on Learning and Development (L&D) represents USD 370 billion opportunity. Currently, less than 5% of the spends are outsourced. With close to two-thirds of the spends on

internal resources, there is a large headroom for growth. Outsourcing has been going up driven by increasing complexity, and organizations demand greater accountability for the L&D functions. Outsourcing also frees customers to focus on their core while improving both efficiency and effectiveness of learning.

Given the impact of Covid-19, spends on L&D have contracted in the near term across businesses, including for some of NIIT''s largest customers. 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, NIIT expects a big shift to outsourcing and is well positioned to benefit from this.

With consistent performance and industry-leading growth in CLG over the last several years, NIIT is ranked among the top providers of MTS. With a strong balance sheet and availability of growth capital, NIIT sees an opportunity to move up the leadership ladder. To achieve this, the Company plans sustained investments in innovation to create customer delight, in advisory services to drive thought leadership, and in sales & marketing to accelerate growth rates. NIIT is building a global platform for large comprehensive deals and seeking to invest in companies that bring new scalable capabilities as well as help penetrate desired customer segments.

CLG will continue to explore inorganic opportunities to add new capabilities. The Company has been actively engaged with bankers to build a pipeline of potential acquisition targets in focus areas and is actively pursuing targets for investment.

Skills & Careers: With a continuing shift to Digital economy, the IT and BFSI sectors are expected to continue to see an increasing demand for digital skills and therefore, continue to offer a significant growth opportunity for NIIT. India has over 38 million students enrolled in higher education, the number of college graduates entering the work-force is second highest in the world. With over 5 million people employed by the IT/ITES industry and a similar number in BFSI, college students, fresh graduates, and working professionals in India represent a large untapped opportunity.

During FY22, NIIT entered the working-pro segment in the SNC business with the acquisition of RPS Consulting. The Company now has a portfolio of over two thousand courses on emerging technologies from 30 marquee OEM partners.

Over the last two years, the company has pivoted to digital learning, invested in new products, and strengthened the leadership team. With a trusted brand, a scalable learning

delivery platform, proven methodologies that delivers superior outcomes for learners and a strong balance sheet, NIIT is well positioned to accelerate Digital Talent Transformation for both individuals and Corporate customers.

NIIT plans to continue to invest in digital learning and deepskilling programs to scale the business. Over the next few years, NIIT expects to reestablish the Company as a premium provider of digital talent for the Technology and BFSI sectors.

Dividend

Your Directors, on January 28, 2022, declared an interim dividend of Rs. 3 per equity (face value of Rs. 2 each) for the financial year ended March 31 , 2022, and have not recommended any final dividend for the said financial year. The interim dividend was paid to shareholders whose names were on the register of members of the Company as on February 9, 2022 (being the record date fixed for this purpose).

Transfer to Reserves

The Company has not transferred any sum to the General Reserve for FY22 and it has utilized reserves and retained earnings for the purpose of buyback of equity shares in accordance with statutory provisions. Further Capital Redemption Reserve (equivalent to nominal value of the equity shares bought back) has been created out of retained earnings, in line with the requirement under the Companies

Act 20^g 3. ^{q p}

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 FY22, other than those explained herein.

There has been no change in the nature of the business of the Company.

Share Capital

During the year under review, there has been no change in the Authorized Share Capital of the Company.

ESOP

During the year under review, the Company has allotted 1,397,263 equity shares to the eligible employees on the exercise of stock options granted under the NIIT Employee Stock Option Plan 2005.

Buyback

As informed earlier, pursuant to the approval of the Board of Directors on December 24, 2020, and the approval of members through postal ballot on February 10, 2021, your Company made buyback of 9,875,000 fully paid-up equity shares of face value of Rs. 2 each, representing 6.978% of the issued and paid-up equity share capital of

the Company as on March 31,2020, on a proportionate basis, from the eligible members holding equity shares as on February 24, 2021, (the "record date"). The buyback was by way of a tender offer through stock exchange mechanism in accordance with the provisions of Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018, the Companies Act, 2013, and rules made thereunder. The Company bought shares in buyback for cash at a price of Rs. 240 per equity share for an aggregate amount of Rs. 2,370 million (excluding fees, taxes, and expenses incurred in this regard). The buyback process was completed by extinguishment of shares (so bought back) on May 11, 2021 in compliance with applicable laws and regulations. Change of the Registered Office

During the period under review, your Company has shifted its Registered Office from the National Capital Territory (NCT) of Delhi to the State of Haryana after obtaining the requisite approvals, which was earlier approved by the members of the Company at 38^th Annual General Meeting ("AGM") on August 5, 2021.

The Registered Office of the Company has been shifted to Plot No. 85, Sector 32, Institutional Area, Gurugram â 122001, Haryana, with effect from November 5, 2021.

Subsidiaries, Joint Ventures and Associate Companies

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 the standalone financial statement of the Company.

During the year under review:

â¢ Eagle International Institute, Inc., USA (step-down subsidiary of the Company) was merged with its holding company, i.e., NIIT (USA) Inc., USA, (a wholly owned subsidiary of the Company) effective from July 1,2021.

â¢ Your Company had executed a Share Purchase Agreement ("SPA") and other transaction documents with RPS Consulting Private Limited ("RPS") and its promoters, to acquire 100% equity shareholding from promoters/existing shareholders in RPS in three tranches. Your Company has acquired 70% equity shareholding (on a fully diluted basis) in RPS on October 1,2021, while the balance 30% shareholding of RPS will be acquired by the Company in next 2 tranches based on the achievement of certain financial milestones in terms of the transaction documents. Accordingly, during the year RPS became a subsidiary of the Company.

â¢ As informed earlier, the Company as a shareholder, on February 19, 2020, had approved the proposal of voluntary liquidation of NIIT Yuva Jyoti Limited (NYJL), a wholly owned subsidiary of the Company, in accordance with the applicable laws.

Pursuant to the above, the Liquidator was appointed vide resolution dated February 19, 2020, for the aforesaid voluntary liquidation of NYJL and accordingly the liquidator commenced the proceedings and filed an application before the Hon''ble National Company Law Tribunal, New Delhi Bench ("the NCLT") for the dissolution of NYJL as per the Insolvency and Bankruptcy Code 2016.

The NCLT had approved vide its order dated February 25, 2022, read with the rectification order dated March 23, 2022 (certified copy received by the Company on March 29, 2022), the dissolution of NYJL with effect from February 25, 2022. Pursuant to the said dissolution order, the equity shares held by the Company in NYJL got cancelled. This cancellation will not have any impact in the Financial Statements of the Company, as the provision for the same was already made in the financial statements of previous years.

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" or "the Company") and NIIT Learning Systems Limited (formerly known as Mindchampion Learning Systems Limited), a wholly owned subsidiary of the Company ("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. The said Scheme is subject to necessary statutory and regulatory approvals including the approval of the NCLT, the Securities and Exchange Board of India ("SEBI"), Stock Exchanges, and respective shareholders and creditors, if any, of each of the companies involved in the Scheme.

The proposed Scheme would result in CLG business and SNC business to be re-organized as separate public listed companies. The detailed note on the aforesaid Scheme is given in the Management Discussion and Analysis Report, forming part of this Report.

The Scheme, inter-alia, provides for the following:

â¢ reduction of the existing paid-up share capital and the securities premium against the accumulated losses of the Transferee Company without any further act and deed, with the approval of the NCLT in terms of Section 66 of the Act as elaborated in the Scheme;

â¢ the transfer and vesting of the Corporate Learning Group (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 IT Act as elaborated in the Scheme;

â¢ re-organization of the authorized share capital of the Transferee Company as elaborated in the Scheme;

â¢ 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 the NCLT and filing with the Registrar of Companies RoC, in accordance with the provisions of the SEBI Circular, as elaborated in the Scheme; and

â¢ various other matters consequential or otherwise integrally connected therewith.

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 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/ india/training/investors/Pages/financial-performance.aspx. The same shall also be available for inspection by members upon request.

Directors

As per the provisions of Section 152 of the Act, M. Rajendra Singh Pawar (DIN: 00042516) and Mr. Vijay Kumar Thadani (DIN: 00042527) retire by rotation at the forthcoming Annual General Meeting ("AGM") of the Company, and

being eligible, offer themselves for re-appointment. The relevant details are provided in the Notice.

As reported earlier, the Board on June 4, 2021, had :

- appointed Ms. Avani Vishal Davda and Ms. Sangita Singh as additional Independent Directors, not being liable to retire by rotation, for a term of five consecutive years commencing from June 5, 2021;

- recommended to the members :

o the appointment of Mr. Sapnesh Kumar Lalla, Chief Executive Officer of the Company, as Executive Director & Chief Executive Officer of the Company, for a period of 5 years with effect from the date of AGM.

o the appointment of Mr. Udai Singh Pawar and Ms. Leher Vijay Thadani as non-executive/non-independent-directors of the Company with effect from the date of AGM.

These appointments were approved by the members of the Company at their 38^th AGM held on August 5, 2021.

With these additions, the Board has increased diversity in terms of age, expertise, domain experience, gender and geography. The expanded Board shall also help Company getting into another phase of growth with the availability of funds, changing market scenario and market positioning in international business, to seize global opportunities of Digital Transformation.

Further, based on the recommendation of the Nomination & Remuneration Committee ("NRC"), the Board on November 10, 2021, had appointed Mr. Ravindra Kumar Garikipati as additional Independent Director, not being liable to retire by rotation, for a term of five consecutive years commencing from November 11,2021. The appointment was approved by the members of the Company through postal ballot on December 18, 2021.

Mr. Ashish Kashyap (DIN: 00677965), Independent Director of the Company, had resigned from the Board with effect from August 30, 2021. He had informed that given his current personal and professional engagements and commitments, he was finding it very challenging to do justice to the role of NIIT Director and to attend and contribute in the NIIT meetings. The Board places on record its appreciation for the valuable contribution and guidance by Mr. Ashish Kashyap during his tenure as an Independent Director 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

As on March 31, 2022, the following officials were the "Key Managerial Personnel" of the Company in terms of provisions of the Act:

â¢ Mr. Vijay Kumar Thadani, Vice Chairman & Managing Director

â¢ Mr. Parappil Rajendran, Joint Managing Director

â¢ Mr. Sapnesh Kumar Lalla, Executive Director & Chief Executive Officer

â¢ Mr. Sanjay Mal, Chief Financial Officer

â¢ Mr. Deepak Bansal, Company Secretary

During the year under review, Mr. Sapnesh Kumar Lalla, Chief Executive Officer was appointed/re-designated as Executive Director & Chief Executive Officer of NIIT Limited with effect from August 5, 2021.

Meetings of the Board

During the year, seven (7) Board Meetings were convened and held. The intervening gap between the two 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

Pursuant to the provisions of Section 134(5) of the Act, the Directors of your 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 judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of FY22 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

Pursuant to the provisions of Section 139, 141, 142 and other applicable provisions of the Act (as amended from time to time), M/s. S. R. Batliboi & Associates LLP Chartered Accountants, Gurugram (FRN 101049W/ E300004) ["S. R. Batliboi"], were appointed by the members of the Company

as Statutory Auditors of the Company for a term of five (5) consecutive years commencing from the conclusion of 34^th AGM until the conclusion of 39^th AGM. The term of S. R. Batliboi as Statutory Auditors shall expire at the conclusion of this 39^th AGM of the Company.

Pursuant to the provisions of Section 139 (2) of the Act, an audit firm can be appointed as an Auditor of the Company for maximum two terms, each term of maximum five consecutive years.

S. R. Batliboi have consented to their re-appointment, and confirmed that the reappointment, if made, would be within the limits specified under Section 141(3)(g) of the Act. They have further confirmed that they are not disqualified to be reappointed as Statutory Auditor in terms of the provisions of the Sections 139 and 141 of the Act read with the applicable rules of the Companies (Audit and Auditors) Rules, 2014, as amended from time to time.

The Board of Directors, based on the evaluation as well as the eligibility and consent letter of S. R. Batliboi, considered and recommended their re-appointment as Statutory Auditors to shareholders for approval, for another term of five years starting from the conclusion of 39^th AGM until the conclusion of 44^th AGM.

Statutory Auditors'' Report

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

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board appointed PI & Associates, Practicing Company Secretaries, as Secretarial Auditors to conduct secretarial audit of the Company for FY22. The Secretarial Audit Report for FY22 is annexed herewith as "Annexure B" forming part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

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 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 FY22. 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 Auditors, Secretarial Auditors and Cost Auditors 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 a part of this Report.

Corporate Governance Report

Your Company continues to adhere to the Corporate Governance requirements set out by the 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 mentioned 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://www. niit.com/authoring/Documents/New-Disclosures/CSR%20 Policy%20w.e.f.%205.2.2021.pdf.

During the financial year 2021-22, the Company had spent Rs. 5.70 million on CSR activity.

The Report on the CSR activities in the prescribed format, approved by the CSR Committee on May 23, 2022, 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 falls 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. For FY22, 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 provisions of the Act and Listing Regulations are provided in the Corporate Governance Report, forming part of this Report.

Statutory Policies/Codes

In compliance with the various provisions of the Act and Listing Regulations, the Company has the following policies/ codes:

â¢ Policy on Determination of Material Subsidiaries

â¢ Policy on Determination of Materiality for Disclosure

â¢ Policy on Related Party Transactions

â¢ Nomination and Remuneration Policy

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

â¢ Code of Practices and Procedures for Fair Disclosure of UPSI

â¢ Policy for Procedure of Inquiry in Case of Leak of UPSI

â¢ Archival Policy

â¢ Whistle Blower Policy

â¢ Code of Conduct

â¢ Corporate Social Responsibility Policy

â¢ Dividend Distribution Policy

Nomination and Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, adopted the Nomination and Remuneration Policy, 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.

Dividend Distribution Policy

Pursuant to the provisions of Regulation 43A of Listing Regulations, the Board of Directors had approved the Dividend Distribution Policy on June 4, 2020.

The Policy is given in "Annexure E", forming part of this Report and is also available on the website of the Company at https://www.niit.com/authoring/Documents/ New-Disclosures/Dividend%20Distribution%20 Policy.pdf.

Business Responsibility Report

Pursuant to the provisions of Regulation 34 of the Listing Regulations, a separate section on Business Responsibility Reporting forms a part of this Annual Report.

Information Relating to Conservation of Energy,

Technology Absorption, Research and Development,

Exports, and 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. In pandemic times, 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.

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) Total foreign exchange earned and used:

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	FY	FY
	2021-22	2020-21
Foreign Exchange Earnings	3,306	3,124
Foreign Exchange Outflow	400	549

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/india/training/investors/ Pages/investor-information.aspx.

General

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

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

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

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

â¢ 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.

â¢ 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 Sections 73 to 76 of the Act read with the relevant rules made thereunder, your Company has not accepted any 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 established Employee Stock Option Scheme 2005 (ESOP 2005) with the objective of attracting and motivating employees by rewarding performance, thereby retaining the best talent. The aim is to develop a sense of ownership among the employees within the organization and to align your Company''s stock option scheme with the best practice in the industry. The Nomination and Remuneration

Committee has granted 150,000 Employee Stock Options (Grant #28) at Rs. 187.85 per option/ share on June 3, 2021; 1,070,000 Employee Stock Options (Grant #29) at Rs. 264.25 per option/share on June 18, 2021; and 2,040,000 Employee Stock Options (Grant #30) at Rs. 310.20 per option/share on August 23, 2021 to the eligible employees under ESOP 2005.

The grant-wise details of the Employee Stock Option Scheme are partially provided in the Notes to Accounts of the Financial Statement in the Annual Report. A comprehensive note is available on the Company''s website at www.niit.com and forms a part of this Report. The same shall also be available for inspection by members upon request.

Acknowledgment

The Financial year 2021-22 continued to be a tough period for the business and the industry due to the disruptions caused by the Covid-19 pandemic. The Directors wish to thank the Company''s customers, business partners, vendors, bankers & financial institutions, all government & non-governmental agencies, and other business associates for their continued support. The Directors would like to take this opportunity to place on record their appreciation for the committed services and contributions made by the employees of the Company during the year at all levels despite continuing challenges posed by the pandemic and the changed working norms. In addition, the Directors thank the Governments of all countries where the Company has its operations. The Directors also acknowledge and appreciate the support and confidence reposed by the Company''s shareholders. The Directors remain committed to enable the Company to achieve its long-term growth objectives in the coming years.

For and on behalf of the Board

Rajendra Singh Pawar Place: Gurugram Chairman

Date: May 24, 2022 DIN: 00042516

Mar 31, 2018

BOARD''S REPORT Dear NIIT Shareowner,

The Directors take pleasure in presenting the 35^th Annual Report along with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2018.

Financial Highlights

The Company has adopted Indian Accounting Standards (Ind AS) from April 1, 2017 with a transition date of April 1, 2016. The financial statements have been prepared in accordance with Ind AS as prescribed under section 133 of the Companies Act, 2013 read with rule 3 of the Companies (Indian Accounting Standards) Rules 2015, as amended.

The highlights of your Company''s financial results for the financial year ("FY") April 1, 2017 to March 31, 2018 (FY18) are as follows:

(Amount in Rs. Million)

Particulars	Consolidated		Standalone
Particulars	FY 2017-18	FY 2016-17	FY 2017-18	FY 2016-17
Net Sales (Income from operations)	8,505	8,452	3,619	3,633
Other Income	86	137	511	414
Total Income	8,591	8,589	4,130	4,047
Total Expenditure (Before Depreciation)	8,020	8,134	3,709	3,874
Profit before depreciation and taxes	571	455	420	173
Depreciation and Amortization	401	457	238	242
Exceptional Items [Net Gain / (Loss)]	7	16	(126)	39
Net Profit/ (Loss) before Tax & share of Associate''s Profit & Non-Controlling Interests	177	14	57	(30)
Tax Expense	201	184	5	6
Share of Associate''s Profit and Non-Controlling Interests	649	579	NA	NA
Net Profit/(Loss)	625	409	51	(35)
Basic EPS (Rs.)	3.76	2.47	0.31	(0.21)
Diluted EPS (Rs.)	3.72	2.44	0.30	(0.21

Business Operations

Corporate Learning business, which contributed 61% to your Company''s revenues in FY18, continues to see strong growth in demand for Managed Training Services (MTS) from global multinational companies. During the year, the Corporate Learning Group (CLG) achieved revenue growth of 14%. Excluding impact of currency exchange, CLG witnessed growth of 17% in constant currency terms. CLG EBITDA grew 18% YoY to Rs. 761 million. Margin improved 47 basis points YoY to 15%. The increasing demand is visible from the fact that CLG signed 15 new contracts during the year, including 8 new MTS customers. This is the highest number of contracts and new customers in any year. The business ended the year with 39 MTS customers versus 34 at the end of previous year.

In January, 2018, the Company had acquired Eagle International Institute Inc. doing business as Eagle Productivity Solutions (Eagle) through its wholly owned subsidiary, NIIT (USA), Inc. Headquartered in Rochester USA, Eagle is a top-rated global provider that specializes in training solutions for companies adopting sophisticated cloud based enterprise applications in the Pharmaceutical and Life Sciences industry. Eagle has worked with 18 of the top 20 pharmaceutical companies and has over 30 Pharma companies as Current customers. Eagle has been fully integrated with CLG as the application rollout training practice.

In the Skills & Careers business, there was continued uncertainty in hiring in IT and a virtual freeze in hiring in banks during the year. This impacted the Company''s ability to drive enrolments. The business achieved revenue of Rs. 2,669 million in FY18 as compared to Rs. 3,045 million in FY17. Given the headwinds and changing demand, your Company focused its efforts on cost rationalization and creating new products and solutions that will be launched in FY19. The Company expects these new products and solutions to bring the business back on the path of growth. During the year, cost rationalization helped to reduce the impact of operating leverage resulting in EBITDA of Rs. 36 million, which was down marginally YoY. The business achieved robust growth in revenue from International markets. The Skills & Careers business contributed 31% to NIIT''s consolidated revenue in FY18.

The online learning business completed it''s first full year in FY18. In a little over a year, training.com has achieved significant momentum. The business saw strong growth in FY18, growing to over Rs. 60 million in revenue from a small base of Rs. 6 million in FY17. Training.com has strong course completion rate of over 90%, which is amongst the best in industry. The business has trained over 3500 learners since launch.

In the School Learning Business (SLG), the Company continued on its path of transformation and driving the mix towards private schools. The Company is exiting capex driven business in both government and private school. At the end of the year, there was only one government school contract remaining, which will be completed in FY19.

During the year, your Company''s consolidated total income was Rs.8,591 million as against Rs.8,589 million in the previous year and net profit (after share of associate''s profit and Non- Controlling Interests) was Rs. 625 million as against Rs. 409 million in the previous year.

The Company''s total income for the year under review on a standalone basis was Rs. 4,130 million as compared to Rs. 4,047 million in the previous year and net profit of Rs. 51 million as compared to loss of Rs. 35 million in the previous year While, the planned exit from government schools continued to impact overall revenue, it helped improve its liquidity and capital efficiency.

For the year, revenue from SLG declined 32% year-on-year due to the planed exit from capital-intensive government school business. The business had 3% EBITDA margin for the year versus 6% in FY17. The go-forward IP driven business was up 2% YoY. SLG contributed 7% to NIIT''s revenues for FY18.

On an overall basis, NIIT achieved operating revenues of Rs. 8,505 million, a growth of 1% as compared to the previous financial year. The revenue from go-forward business was up 6% YoY. The strong growth in Corporate Learning helped to overcome planned ramp down of revenue from government schools and headwinds in the Skills & Careers business. EBITDA was Rs. 746 million as compared to Rs. 674 million last year, up 11% YoY. EBITDA margin improved 80 basis points YoY to 9%.

Future Plans

Your Company is targeting the large opportunity for training outsourcing in both International and Domestic markets and continues to focus asset light, technology intensive and IP driven business models to drive profitable growth.

In the Corporate Learning Business, the pace of outsourcing to specialist training companies expected to keep growing, with increase in both number of companies deciding to outsource as well as share of spending that is outsourced. Your Company continues to see large opportunities in MTS and is proactively investing in building new capabilities in delivering solutions and in Sales & Marketing to address these. The pipeline of new opportunities in MTS remains strong.

In the Skills & Careers Business, IT industry is expected to see a moderate pick in hiring. However the hiring pattern is changing from bulk hiring from campuses to Agile'' hiring across the year in line with demand. Also the companies expect skill intensity of new and existing talent to keep increasing. New offerings introduced by NIIT including new Career Courses in Full Stack Engineering, Banking & Finance, Accounting & Business Analytics, Digital Marketing and Data Analytics for Individuals as well as Talent Pipelines as a Service (TPaaS) for companies that recruit in large numbers in both IT and BFSI industry are aligned to the changing market demand. This is expected to help the Skills & Careers business come back on the path of growth. The online learning business has been integrated with Skills & Careers to leverage the online platform to improve convenience as well drive delivery of richer content to learners.

NIIT will complete the planned exit from capex driven and capital-intensive schools business models in schools. The recently launched Practice Plus platform witnessed adoption by close to 190,000 students from over 600 schools.

The Company plans to leverage existing relationships with the schools to offer comprehensive products offerings to schools as well as offer products and services to students outside school through digital channels.

Dividend

Your Directors have not recommended any dividend for the year under review, considering the future funds requirement for operation and growth of the Company.

Transfer to Reserves

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

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 between the end of the FY 2018 and this date of this Board''s Report. There has been no change in the nature of business of the Company.

Share Capital

During the year, the Company has allotted 843,505 equity shares on the exercise of stock options under the NIIT Employee Stock Option Scheme - 2005.

Subsidiaries, Joint Ventures and Associate Companies

List of Subsidiaries, Joint Ventures and Associates of the Company, including change during the year, is provided in Note no. 30 of the standalone financial statement of the Company.

During the year under review:

- NIIT Antilles NV, a wholly owned subsidiary ("Antilles NV") was dissolved and liquidated with effect from November 23, 2017 for the purpose of simplification of overseas holding structure. Post liquidation, three wholly owned subsidiaries of Antilles NV namely NIIT GC Limited (Mauritius), NIIT Malaysia Sdn Bhd, & NIIT West Africa Limited, became direct wholly owned subsidiaries of the Company. NIIT GC Limited has wholly owned subsidiary i.e. NIIT China (Shanghai) Limited.

- NIIT (USA), Inc., a wholly owned subsidiary had acquired 100% equity stake of Eagle International Institute, Inc. ("Eagle") in USA on January 03, 2018. Further Eagle has a wholly owned subsidiary viz. Eagle Training Spain, S.L.U. in Spain.

- NIIT China (Shanghai) Limited ("NIIT China"), a wholly owned step-down subsidiary, had entered into an agreement in connection with Wuxi NIIT Information Technology Consulting Limited, a subsidiary company of NIIT China ("NIIT Wuxi") for sale of its entire 60% shareholding w.e.f. December 1, 2017. This is in line with the Company''s focus on Education Centre Consolidation and delivery through SLT platform and Digital Transformation Initiatives. NIIT Wuxi has two wholly owned subsidiaries namely Changzhou NIIT Information Technology Consulting Limited and Suzhou NIIT Information Technology Consulting Limited. Pursuant to 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 is provided in the prescribed Form AOC-1, annexed herewith as "Annexure A" forming part of this Report.

The financial statements of the subsidiaries can be accessed from the website of the Company i.e. http://www.niit.com/ india/training/investors/Pages/financial-performance.aspx and will also be made available to the Members of the Company/ Subsidiary Companies seeking at any point of time. The financial statements of the subsidiaries are also available for inspection for any Member, on all working days (i.e. except Saturdays, Sundays and holidays) between 10:00 a.m. to 1:00 p.m., at the Registered Office of the Company and subsidiary companies.

Consolidated Financial Statement

The consolidated financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions of the Act. The consolidated financial statement are prepared in accordance with Ind AS 110: Consolidated Financial Statements, Ind AS 28: Investments in Associates and Ind AS 31: Interests in Joint Ventures.

The financial statements up to year ended 31 March 2017 were prepared in accordance with the accounting standards notified under the Companies (Accounting Standard) Rules, 2006 (as amended) and other relevant provisions of the Act. These financial statements are the first financial statements of the Company under Ind AS. The consolidated financial statements together with Auditors'' Report thereon form part of the Annual Report.

Pursuant to provisions of Section 136 of the Act, the audited financial Statements of the Company (standalone and consolidated) along with relevant documents are available on the website of the Company i.e. http://www.niit.com/ india/training/investors/Pages/financial-performance.aspx. The same are also available for inspection at the registered office of the Company.

Directors

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 ("the Act"), Mr. P Rajendran, Director of the Company will retire by rotation at the ensuing Annual General Meeting ("AGM") and being eligible, has offered himself for re-appointment, as a Director.

Mr. Sanjay Khosla ceased to be a Director of the Company w.e.f. October 2, 2017. He resigned given his professional and personal activities in United States, which is his current

home, he was finding it increasingly difficult to travel to India for attending Company''s board meetings. The Board places on record its appreciation towards valuable contribution made by Mr. Sanjay Khosla during his tenure as a Director of the Company.

The Board of Directors, on recommendation of Nomination and Remuneration Committee, has re-appointed Mr. Vijay K Thadani as Vice-Chairman & Managing Director and Mr. P Rajendran as Joint Managing Director of the Company for a period of 5 (five) years with effect from April 1, 2019, subject to approval of shareholders, as their current term of office is up to March 31, 2019.

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under the Companies Act, 2013 (the Act) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulation).

Key Managerial Personnel

As on March 31, 2018, the following officials were the ''Key Managerial Personnel'' of the Company in terms of provisions of the Act:

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

- Mr. P Rajendran - Joint Managing Director

- Mr. Rahul Keshav Patwardhan - Chief Executive Officer upto July 31, 2017

- Mr. Sapnesh Kumar Lalla - Chief Executive Officer w.e.f. August 1, 2017

- Mr. Amit Roy - Chief Financial Officer

- Mr. Deepak Bansal - Company Secretary

During the year under review, Chief Executive Officer of the Company Mr. Rahul Keshav Patwardhan had tendered his resignation on April 7, 2017 due to compelling family reasons and requested to be relieved from the close of business hours of July 31, 2017. Further, the Board of Directors had approved the appointment of Mr. Sapnesh Lalla as Chief Executive Officer Designate of the Company from April 7, 2017 and as Chief Executive Officer of the Company with effect from August 1, 2017.

Meetings of the Board

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

Board Evaluation

Pursuant to the provisions of the Act and SEBI (Listing Obligation and Disclosure Requirements) Regulations

2015 ("Listing Regulations"), the Board has carried out the annual performance evaluation of its own performance, the Directors individually (including Chairman of the Board) as

well as the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Stakeholders'' Relationship Committee. A structured evaluation form was administered after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board Effectiveness, Key Stakeholders connect, Ethics and Compliances, Evaluation of Company''s Performance, Project Management and Internal Control and Audits. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairperson 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 and its minority shareholders, providing expert advice to Board and contributing in deliberations while approving related party transactions. Directors'' Responsibility Statement

Pursuant to the provisions of Section 134(5) of the Act, the Directors of your Company hereby state and confirm:

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

b) that the directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the FY18 and of the profit of the Company for that period;

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

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

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

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

Secretarial Standards

The Directors state that the applicable Secretarial Standards i.e. SS â 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 duly followed by the Company.

Statutory Auditors

S R Batliboi & Associates LLP Chartered Accountants, Gurgaon (FRN 101049W/ E300004) were appointed as Statutory Auditors of the Company, for a term of 5 (five) consecutive years, at the AGM held on September 22, 2017. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

Statutory Auditors'' Report

The notes on financial Statement referred to in the Auditors'' Report are self-explanatory and do not require any further comments. The Auditors'' Report to the members does not contain any qualification, reservation or adverse remark. During the year under review, the Auditors had 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.

Secretarial Auditors

Pursuant to provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed Nityanand Singh & Co., Company Secretaries, as Secretarial Auditors to conduct secretarial audit of the Company for FY18. The Secretarial Audit Report for FY18 is annexed herewith as "Annexure- B". The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Cost Auditors

Pursuant to the provisions of Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, the Board had appointed Ramanath Iyer and Co., Cost Accountants, as cost auditors of the Company, for conducting the audit of cost records of products/ services of the Company for FY18. The ratification of remuneration payable to cost auditors is being sought from the members of the Company at the ensuing AGM.

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

Corporate Governance Report

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

Your Company has complied with all the mandatory requirements relating to Corporate Governance of Listing Regulations. The Corporate Governance Report as per the requirement of Listing Regulations is given as a separate section and forms a part of this Report. The Certificate from the practising company secretary 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 Corporate Governance Report.

Corporate Social Responsibility (CSR)

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 details of the Committee are mentioned in the Corporate Governance Report, forming part of this Report. The CSR Policy of the Company is available on the website of the Company.

The Report on CSR activities is given in "Annexure C" forming part of this Report, which was approved by the Committee on April 30, 2018.

Related Party Transactions

All related party transactions entered into by the Company during the year were in its ordinary course of business and on an arm''s length basis. There was no materially significant related party transaction 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. All Related Party Transactions were approved by the Audit Committee and also approved by the Board as a good Corporate Governance.

A statement of all related party transactions is presented before the Audit Committee on a quarterly basis and prior/ omnibus approval is also obtained for the entire year, 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 are given in Form No. AOC 2 in "Annexure - D", forming part of this Report.

Internal Financial Controls

A detailed note on Internal Financial Controls system and its adequacy has been given in 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 FY18, 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.

Statutory Committees

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

Statutory Policies

In compliance of the various provisions of the Act and Listing Regulations, the Company has following policies:

- NIIT Code of Conduct to Regulate, Monitor and Report Trading by Insiders

- Policy on Materiality of and dealing with Related Party Transactions

- Policy for Determining Material Subsidiaries of the Company

- Policy on Determination of Material/ Price Sensitive Information

- Corporate Social Responsibility Policy

- Whistle Blower Policy

- Nomination and Remuneration Policy

- Archival 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 "The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013". Detail of Internal Complaint Committee (ICC) is provided in Corporate Governance Report, forming part of this report. There was no complaint reported during the year Nomination and Remuneration Policy

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

Vigil Mechanism

Pursuant to the provisions of section 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.

Information relating to Conservation of Energy, Technology Absorption, Research and Development, Exports, 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 made in this direction on a continuous basis. Adequate measures have been taken to reduce energy consumption whenever possible by using energy efficient equipment. The requirement of disclosure of particulars with respect to conservation of energy as prescribed in Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014, is not applicable to the Company and hence not provided.

b) Technology absorption

Your Company believes that in addition to progressive thought, it is imperative to invest in research and development to ascertain future exposure and prepare for challenges. In its endeavor to obtain and deliver the best, your Company has entered into alliances / tie-ups with major global players in the Information Technology industry to harness and tap the latest and the best of technology in its field, upgrade itself in line with the latest technology in the world and deploy /absorb technology wherever feasible, relevant and appropriate.

c) Research and development

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature and size of operations of your Company.

d) Foreign exchange earnings and outgo

(i) Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services and export plans.

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

(ii) Total foreign exchange earned and used

The foreign exchange earned in terms of actual inflows during the year and the foreign exchange outgo during the year in terms of actual outflows is as under:

(Rs. Million)

Particulars of Loans, Guarantees or Investments

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

Particulars	FY 2017-18	FY 2016-17
Foreign Exchange Earnings	1,927.61	1,652.54
Foreign Exchange Outflow	3,30.80	212.25

Extract of Annual Return

An extract of the Annual Return of the Company in form MGT-9, pursuant to the provisions of Section 92(3) of the Act, is annexed herewith as "Annexure E", forming part of the Report.

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 employees of the Company under any scheme save and except Employees'' Stock Options Plan referred to in this Report.

- 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 subsidiaries.

- Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status of the Company and it''s operations 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 deposits from the public.

Scheme of Arrangement

The Board of Directors had, at its meeting held on March

24, 2017, approved a Scheme of Amalgamation for merger of PIPL Management Consultancy and Investment Private Limited and Global Consultancy and Investment Private Limited (part of Promoter/Promoter Group) with the Company subject to approval of National Company Law Tribunal (NCLT) in accordance with the provisions of Sections 230-232 and any other applicable provisions, if any of the Act and other regulatory approvals. The approval of NCLT is yet to be received.

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 Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), is annexed herewith as "Annexure F", forming part to this Report.

Human Resources

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

Employee Stock Options

The Company had established Employee Stock Option Scheme - 2005 (ESOP 2005) with the objective of attracting and motivating employees by rewarding performance and retaining the best talent. The aim is to develop a sense of ownership among the employees within the organization and to align your Company''s stock option scheme with the best practice in the industry. The Nomination and Remuneration Committee has granted 1,180,000 Employee Stock Options (Grant #XVIII) at Rs. 92.55 per option/share in June 2017, 280,000 Employee Stock Options (Grant #XIX) at Rs. 88.85 per option/share in July 2017 and 420,000 Employee Stock Options (Grant #XX) at Rs. 108.10 per option/share in October 2017 to the eligible employees under ESOP-2005.

The grant wise details of the Employee Stock Option Scheme is partially provided in the Notes to Accounts of the Financial Statement in Annual Report and a comprehensive note on the same forms part of the Board Report, which is available on the website of the Company and the URL for the same is www.niit.com or may be obtained from the Company and is open for inspection at the Registered Office of the Company.

Acknowledgement

The Directors wish to thank the Company''s customers, business partners, vendors, bankers & financial institutions, all government & non-governmental agencies, and other business associates for their continued support. The Directors would like to take this opportunity to place on record its appreciation for the committed services and contributions made by employees of the Company during the year at all levels. In addition, the Directors also thank Government of other countries where we have our operations. The Directors also acknowledge and appreciate the support and confidence of the Company''s shareholders, and remain committed to enabling the Company achieve its growth objectives in the coming years.

For and on behalf of the Board

Rajendra S Pawar

Place : Gurugram Chairman

Date : May 16, 2018 DIN: 00042516

Mar 31, 2017

BOARD''S REPORT

Dear NIIT Shareowner,

The Directors take pleasure in presenting the 34^th Annual Report along with the Audited Financial Statement for the financial year ended March 31, 2017.

Financial Highlights

The highlights of your Company''s financial results for the financial year ("FY") April 1, 2016 to March 31, 2017 are as follows:

(Rs. Mn.)

	Consolidated		Standalone
Particulars	FY 2016-17	FY 2015-16	FY 2016-17	FY 2015-16
Net Sales (Income from operations)	11,877	10,069	3,663	3,815
Other Income	125	76	435	404
Total Income	12,001	10,145	4,088	4,219
Total Expenditure	11,457	9,595	3,932	3,952
Profit before Depreciation and Taxes	544	550	156	267
Depreciation and Amortization	469	492	240	282
Exceptional Items (Net)	16	16	39	22
Net Tax Provision	42	37	6	6
Net Profit/ (Loss) before share of Associates'' Profit & Minority Interest	49	37	(51)	1
Share of Associates'' Profit and Minority Interest	603	635
Net Profit/(Loss)	651	672	(51)	1
Basic EPS (Rs.)	3.93	4.07	(0.31)	0.01
Diluted EPS (Rs.)	3.89	4.01	(0.31)	0.01

During the year, your Company''s consolidated total income was Rs.12,001 million as against Rs.10,145 million in the previous year and net profit (after share of associates'' profit and minority interest) was Rs. 651 million as against Rs. 672 million in the previous year.

The Company''s total income for the year under review on a standalone basis was Rs. 4,088 million as compared to Rs. 4,219 million in the previous year and net loss of Rs. 51 million as compared to net profit of Rs. 1 million in the previous year.

Business Operations

Your Company continues to see a strong momentum in the Corporate Learning business. During the year, the Corporate Learning Group (CLG) achieved a growth of 35%. Excluding additional revenue from its strategic sourcing business, CLG witnessed strong growth of 18% in constant currency terms and adjusted EBITDA margin of 11%. Growth was driven by the increased demand for Managed Training Services (MTS) as global companies continued to move towards greater outsourcing of training. Revenue contribution from MTS to CLG revenue increased to 95% as compared to 90% in FY16. CLG added 4 new MTS customers during FY17 taking the number of global MTS customers to 34. CLG contributed 65% to the total consolidated revenue of NIIT.

Your Company had successfully turned around the Skills and Careers business in FY16 and expected to accelerate growth and margin improvement during FY1 7, driven by the Digital Renewal initiatives including DigiNxt and Stack Route. While these initiatives performed better than expected, a sharp decline in hiring by the IT Industry led to a sharper decline in old IT skills portfolio. The temporary impact of demonetization impacted growth during the year. Despite this, the SNC business achieved 74% improvement in EBITDA on a small base. This could be achieved due to improvement in business mix towards higher realization courses and a strong focus on cost optimization. Also, the business achieved robust growth in revenue from International markets and in B2B offerings in India.

Overall, the revenue achieved by the Skills & Careers business declined 3% year-on-year versus a growth of 1% in FY16. The business had a positive 3% EBITDA margin as compared to 2% EBITDA margin in FY16, an improvement of 123 basis points. The Skills & Careers business contributed 27% to NIIT''s consolidated revenue.

In the School Learning Business, the Company continued its transformation and stayed away from capex-driven business models. While this continued to impact revenue, it helped improve its liquidity and capital efficiency. The focus for the School Learning Group (SLG) on growing the asset-light, IP-driven product offerings helped the go forward business grow 29% during the year which helped improve overall margins for schools business by 143% in FY17.

For the year, revenue from SLG declined 8% year-on-year due to the planed phasing out off the government school business. The business had 5% EBITDA margin for the year versus 2% in FY16, an improvement of 338 basis points. SLG contributed 8% to NIIT''s revenues for FY17.

On an overall basis, NIIT achieved revenues of Rs. 11,877 million, a growth of 18% as compared to the previous Financial Year. The strong growth in Corporate Learning and turn around in Skills and Careers Business helped to overcome planned ramp down of revenue from government schools. EBITDA was Rs. 760 million as compared to Rs. 712 million last year.

Future Plans

The Company continues to focus on an asset light, technology intensive and IP driven business opportunities. In the Corporate Learning Business, the trend of outsourcing to specialist training companies is expected to accelerate with increase in both number of companies deciding outsourcing and as well as scope of services that they outsource. Your Company has recently signed a large contract in Canada with Real Estate Council of Ontario (RECO). RECO has selected the Company as the Exclusive Designate to redesign, deliver, and maintain its flagship real estate education programs for professionals in the province of Ontario for a period of 5 years. Your Company continues to see large opportunities and is proactively investing in new capabilities to address these. The Company has started the current financial year with strong pipeline of MTS opportunities.

In the Skills and Careers Business, softness in hiring of IT graduates by the industry is expected to continue in the short term. However, the increasing trend of digitization across industries and disruption of traditional industries by start-ups is driving demand for Digital skills. NIIT program for Digital transformation of its portfolio of courses to align with increasing demand of such courses is ramping up and beginning to make up for decline in demand for old IT portfolio. In addition, in the medium to long term, your Company plans to transform training delivery from brick and mortar centers to a multimodal, multi-channel delivery modal involving a greater proportion of delivery online. Training.com is NIIT''s new initiative launched in FY17, which will evolve into a 360 degree, multi-modal learning portal.

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

Dividend

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

Transfer to Reserves

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

Directors

As per the provisions of Section 152(6) of the Companies Act, 2013, Mr. Vijay K Thadani will retire by rotation in the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment, as a Director.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 (the Act) and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulation).

Meetings of the Board

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

Subsidiary Companies

Pursuant to provisions of Section 129 (3) of the Act, a report on the performance and financial position of each of the Company''s subsidiaries, associates and joint venture companies is provided in the prescribed Form AOC-1, at "Annexure A" forming part of this Report.

The Annual Financial Statements of the subsidiaries will be made available to the Members of the Company/ Subsidiary Companies seeking such information at any point of time. The Annual Financial Statements of the subsidiaries are also available for inspection for any Member, on all working days (i.e. except Saturdays, Sundays and holidays) between 10:00 a.m. to 1:00 p.m., at the Registered Office of the Company and subsidiary companies and the same can be accessed from the website of the Company i.e. www.niit.com.

Consolidated Financial Statement

In compliance with Regulation 33 of the Listing Regulations and Section 129(3) of the Act read with the relevant rules made there under, the Consolidated Financial Statement are prepared in accordance with the Accounting Standard (AS) - 21 on Consolidated Financial Statements, AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interests in Joint Ventures. The Consolidated Financial Statements together with Auditors'' Report thereon form part of the Annual Report.

Pursuant to provisions of Section 136 of the Act, the audited financial Statement of the Company (standalone and consolidated) along with relevant documents are available on the website of the Company. The same are also available for inspection at the registered office of the Company.

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

No material change and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company i.e., March 31, 2017 and the date of the Board''s Report i.e. May 17, 2017.

Directors'' Responsibility Statement

Pursuant to the provisions of Section 134(3)(c) read with 134(5) of the Act, the Directors of your Company hereby state and confirm:

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

b) that the directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the Company for that period;

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

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

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

Auditors

Pursuant to the provisions of sections 139 and other applicable provisions of the Act and the Companies (Audit and Auditors) Rules, 2014, Price Waterhouse, Chartered Accountants, (FRN301112E) ("PWC") were appointed by the Members as Statutory Auditors of the Company for three years from the conclusion of 31^st Annual General Meeting till the conclusion of 34^th Annual General Meeting of the Company subject to ratification of the appointment at every Annual General Meeting, as PWC has already served for more than 10 years before the notification of the Companies Act, 2013 and applicable Rules therein. The term of Price Waterhouse, Chartered Accountants as Statutory Auditors shall expire at the conclusion of this 34^th Annual General Meeting of the Company.

The Board of Directors, based on the evaluation criteria, as well as the eligibility & consent letter, has recommended the appointment of M/s S R Batliboi & Associates LLFJ Chartered Accountants, Gurgaon (FRN 101049W/ E300004) as Statutory Auditor of the Company for a period of five (5) years from the conclusion of ensuing 34^th Annual General Meeting till the conclusion of 39^th Annual General Meeting. Further, this appointment shall be subject to ratification at each Annual General Meeting held after 34^th Annual General Meeting.

Auditors'' Report

The Auditors'' Report to the Shareholders does not contain any qualification, reservation or adverse remarks. The notes on financial Statement referred to in the Auditors'' Report are self-explanatory and do not require any further comments.

During the year under review, the Auditors had 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 said Act.

Secretarial Auditors

Pursuant to provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Nityanand Singh & Co., Company Secretaries, New Delhi as Secretarial Auditors to conduct secretarial audit of the Company for the financial year 2016-17. The Secretarial Audit Report is annexed herewith as "Annexure- B". The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Cost Auditors

In terms of Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, the Company has appointed M/s Ramanath Iyer and Co., Cost Accountants, New Delhi, as Cost Auditors of the Company, to carry out the cost audit for the financial year 2016-17. The ratification of remuneration payable to Cost Auditors is being sought from the Members of the Company at the ensuing AGM.

Corporate Governance Report

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

Management Discussion and Analysis Report

Management Discussion and Analysis Report as prescribed under Regulation 34(2)(e) read with Para B of Schedule V of the Listing Regulation, is provided as a separate section and forms a part of this Report.

Related Party Transactions

All related party transactions entered into by the Company during the year are in the ordinary course of business and on an arm''s length basis. There is no materially significant related party transaction 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.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) read with Section 188 of the Act, in Form AOC 2 is annexed here with as "Annexure D". All Related Party Transactions are approved by the Audit Committee and are also approved by the Board as a good Corporate Governance.

Particulars of Loans, Guarantees or Investments

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

Adequacy of Internal Financial Controls

A detailed note on Internal Financial Controls system and its adequacy has been given in 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 the year ended March 31, 2017, 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 and no material weaknesses exist.

Corporate Social Responsibility (CSR)

In compliance with 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 details of the Committee and its meetings are mentioned in the Corporate Governance Report, forming part of this Report. The CSR Policy of the Company is available on the website of the Company. The Report on CSR activities is given in "Annexure C" forming part of this Report, which was approved by the Committee on May 14, 2017.

Statutory Committees

Statutory Policies

In compliance of the various provisions of the Act and Listing Regulation, the Company has following policies:

- Policy on materiality of and dealing with related party transactions

- Policy for determining material subsidiaries of the company

- Policy on determination of material/ price sensitive information

- Corporate Social Responsibility Policy

- Whistle Blower Policy

- Remuneration Policy

- Archival Policy

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

a) Conservation of energy

b) Technology absorption

c) Research and Development

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.

(ii) Total foreign exchange earned and used

The details of foreign exchange earnings and outgo are mentioned in Notes Nos. 33 to 34 contained in the Notes forming part of the Financial Statement (standalone) for the financial year ended March 31, 2017.

Extract of Annual Return

An extract of the Annual Return in form MGT-9, pursuant to the provisions of Section 92(3) of the Act, is annexed herewith as "Annexure E" and forms part of the Report.

Public Deposits

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

Share Capital

During the year, the Company has allotted 248,653 equity shares on the exercise of stock options under the NIIT Employee Stock Option Scheme - 2005.

The Company did not issue any equity shares with differential voting rights or sweat equity shares under the Companies (Share Capital and Debentures) Rules, 2014.

Key Managerial Personnel

As on March 31, 2017, following officials were the ''Key Managerial Personnel'' of the Company under the Act:

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

- Mr. P Rajendran - Joint Managing Director

- Mr. Rahul Keshav Patwardhan - Chief Executive Officer

- Mr. Amit Roy - Chief Financial Officer

- Mr. Deepak Bansal - Company Secretary During the year under review:

- Ms. Arpita B Malhotra resigned as Company Secretary of the Company w.e.f. close of business hours on July 25, 2016 and Mr. Deepak Bansal was appointed as the Company Secretary of the Company w.e.f. July 26, 2016.

- Mr. Rohit Kumar Gupta resigned as Chief Financial Officer of the Company w.e.f. close of the business hours on February 28, 2017 and Mr. Amit Roy was appointed as the Chief Financial Officer of the Company w.e.f. March 1, 2017.

After the end of the financial year 2016-17, Chief Executive Officer of the Company, Mr. Rahul Keshav Patwardhan, had tendered his resignation on April 7, 2017 due to compelling family reasons and requested to be relieved from the close of business hours of July 31, 2017. Further the Board of Directors had approved the appointment of Mr. Sapnesh Lalla as Chief Executive Officer Designate of the Company from April 7, 201 7and as Chief Executive Officer of the Company with effect from August 1, 2017.

Scheme of Arrangement

During the year under review, the Board of Directors had, at its meeting held on March 24, 2017, approved a Scheme of Amalgamation for merger of PIPL Management Consultancy and Investment Private Limited and Global Consultancy and Investment Private Limited (part of Promoter/Promoter Group) with the Company subject to approval of National Company Law Tribunal in accordance with the provisions of Sections 230-232 and any other applicable provisions, if any of the Act and other regulatory approvals.

Board Evaluation

Pursuant to the provisions of the Act and SEBI (Listing Obligation and Disclosure Requirements Regulation), the Board has carried out the annual performance evaluation of its own performance, the Directors individually (including Chairman of the Board) as well as the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Stakeholders'' Relationship Committee. A structured evaluation form was administered after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board Effectiveness, Key Stakeholders connect, Ethics and Compliances, Evaluation of Company''s Performance, Project Management and Internal Control and Audits. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairperson 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 and its minority shareholders, providing expert advice to Board and contributing in deliberations while approving related party transactions.

Remuneration Policy

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

Vigil Mechanism / Whistle Blower Policy

Pursuant to the provisions of section 177(9) & (10) of the Act and Regulation 22 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, a Vigil Mechanism for Directors and employees to report genuine concerns has been established by the Company as stated in the Corporate Governance Report.

Particulars of Employees

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Act read with Rule 5(1) and (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as "Annexure F" to this Report.

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

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

Human Resources and Employee Stock Option Scheme

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

Issue of Employee Stock Options

The Company had established Employee Stock Option Scheme - 2005 (ESOP 2005) with the objective of attracting and motivating employees by rewarding performance and retaining the best talent. The aim is to develop a sense of ownership among the employees within the organization and to align your Company''s stock option scheme with the best practice in the industry. The Nomination and Remuneration Committee has granted 320,000 Employee Stock Options (Grant #XVI) at Rs. 83.30 per option/share in June 2016 and 140,000 Employee Stock Options (Grant #XVII) at Rs. 73.60 per option/share in February 201 7 to the eligible employees under ESOP-2005.

Disclosure with respect to the Employee Stock Option Scheme, pursuant to Rule 12(9) of Companies (Share Capital and Debentures) Rules, 2014 and Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, is annexed herewith as "Annexure G" and forms part of the Report.

Acknowledgement

The Board of Directors would like to take this opportunity to place on record its appreciation for the committed services and contributions made by employees of the Company during the year at all levels. In addition, the Directors wish to thank the Company''s customers, business partners, vendors, bankers & financial institutions, all government & non-governmental agencies, and other business associates for their continued support. We also thank Government of other countries where we have our operations. The Directors also acknowledge and appreciate the support and confidence of the Company''s shareholders, and remain committed to enabling the Company achieve its growth objectives in the coming years.

For and on behalf of the Board

Rajendra S Pawar

Place : Gurugram Chairman

Date : May 17, 2017 DIN: 00042516

Mar 31, 2016

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

Financial Highlights

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

(Rs. Mn.)

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

Particulars

FY FY FY FY

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

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

Other Income 76 131 404 369

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

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

Profit before
depreciation 550 216 267 152

and taxes

Depreciation and
Amortization 492 1,073 282 431

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

Net tax provision 37 12 6 34

Net profit/ (loss) before

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

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

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

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

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

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

Business Operations

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

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

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

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

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

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

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

Future Plans

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

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

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

Dividend

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

Transfer to Reserves

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

Awards and Accolades

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

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

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

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

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

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

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

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

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

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

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

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

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

Changes in Capital Structure

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

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

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

Subsidiary Companies

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

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

Consolidated Financial Statements

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

Transfer of Amounts to Investor Education and Protection Fund

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

Corporate Social Responsibility (CSR)

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

1. Mr. Surendra Singh - Chairperson

2. Mr. Rajendra S Pawar

3. Mr. Vijay K Thadani

4. Mr. Anand Sudarshan

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

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

Corporate Governance

Your Company''s philosophy on Corporate Governance envisages the highest level of transparency, accountability and equity in all
facets of its operations as well as in all interactions with its Stakeholders including Shareholders, NIITians, Lenders and
Regulatory Authorities. Your Company has also implemented several best practices in Corporate Governance, such as "Whistle
blower policy" and "Code of Conduct on Ethics".

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

Management Discussion and Analysis Report

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

Directors

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

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

Key Managerial Personnel

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

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

2. Mr. P Rajendran -Joint Managing Director

3. Mr. Rahul Keshav Patwardhan - Chief Executive Officer

4. Mr. Rohit Kumar Gupta - Chief Financial Officer

5. Ms. Arpita B Malhotra - Company Secretary

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

Meetings of the Board

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

Board Evaluation

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

Remuneration Policy

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

Vigil Mechanism / Whistle Blower Policy

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

Directors'' Responsibility Statement

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

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

b) That the directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the Financial
Year and of the profit and loss of the Company for that period;

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

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

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

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

Information relating to Conservation of Energy, Technology Absorption, Research and Development, Exports, Foreign exchange
earnings and Outgo and other information forming part of the Directors'' Report in terms of Section 134(3)(m) of the Companies
Act, 2013, and the Rules made thereunder.

a) Conservation of energy

Although the operations of the Company are not energy intensive, the management has been highly conscious of the criticality of
conservation of energy at all the operational levels and efforts are made in this direction on a continuous basis. Adequate
measures have been taken to reduce energy consumption whenever possible by using energy efficient equipment. The requirement of
disclosure of particulars with respect to conservation of energy as prescribed in Section 134(3)(m) of the Companies Act, 2013
read with the Companies (Accounts) Rules, 2014, are not applicable to the Company and hence are not provided.

b) Technology absorption

Your Company believes that in addition to progressive thought, it is imperative to invest in research and development to
ascertain future exposure and prepare for challenges. In its endeavor to obtain and deliver the best, your Company has entered
into alliances / tie-ups with major global players in the Information Technology industry to harness and tap the latest and the
best of technology in its field, upgrade itself in line with the latest technology in the world and deploy / absorb technology
wherever feasible, relevant and appropriate.

c) Research and Development

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to
measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under
review, expenditure on research and development is not significant in relation to the nature and size of operations of your
Company.

d) Foreign exchange earnings and outgo

i) Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and
services and export plans.

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

ii) Total foreign exchange earned and used

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

Auditors and Auditors'' Report

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

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

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

Secretarial Auditors

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

Cost Auditors

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

Extract of Annual Return

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

Related Party Transactions

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

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

Particulars of Loans, Guarantees or Investments

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

Particulars of Employees

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

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

Public Deposits

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

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

Human Resources and Employee Stock Option Scheme

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

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

During the Financial Year 2005-06, your Company had set up NIIT Employee Stock Option Plan 2005

(ESOP-2005) with the objective of attracting and motivating employees by rewarding performance and retaining the best talent. The
aim is to develop a sense of ownership among the employees within the organization and to align your Company''s stock option
scheme with the best practices in the Industry In accordance with the applicable provisions of the Securities and Exchange Board
of India (Share Based Employee Benefits) Regulations, 2014, the particulars of the options granted, vested, exercised and
allotted under the ESOP-2005 are appended as Annexure-G and form part of this report.

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

Acknowledgement

Your Directors take this opportunity to thank all nvestors, clients, licensees, technology partners, vendors, financial
institutions, banks, regulatory and governmental authorities, media and stock exchanges for their continued support during the
year under review. We place on record our appreciation of the contribution made by our employees at all levels

For and on behalf of the Board

Rajendra S Pawar

Place : New Delhi Chairman

Date : May 10, 2016 DIN: 00042516

Mar 31, 2015

Dear Members,

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

Financial Highlights

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

(Rs. Mn.

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

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

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

Other Income 131 102 369 615

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

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

Profit before depreciation 217 448 152 642 and taxes

Depredation and 1,073 779 431 680 Amortization

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

Net tax provision 12 93 34 59

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

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

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

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

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

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

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

Business Operations

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

* Succession for top management and appointment of new CEO

* Defocus/Exitfrom certain international geographies to conserve management bandwidth

* Capacity and people consolidation and Product portfolio rationalization

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

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

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

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

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

Future Plans

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

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

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

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

Dividend

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

Transfer to Reserves

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

Awards and Accolades

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

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

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

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

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

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

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

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

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

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

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

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

Scheme of Arrangement

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

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

Changes in Capital Structure

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

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

Subsidiary Companies

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

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

Consolidated Financial Statements

In compliance with Clause 32 of the Listing Agreement and Section 129(3) of the Companies Act, 2013 read with the relevant rules made thereunder, the Consolidated Financial Statements are prepared in accordance with the Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited Consolidated Financial Statement is provided in the Annual Report. The Consolidated Financial Statements together with Auditors' Report thereon form part of the Annual Report.

Transfer of Amounts to Investor Education and Protection Fund

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

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

Corporate Social Responsibility (CSR)

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

- Mr. Surendra Singh - Chairman

- Mr. Rajendra S. Pawar

- Mr. Vijay K Thadani

- Mr. Anand Sudarshan

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

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

Corporate Governance

Your Company's philosophy on Corporate Governance envisages the highest level of transparency, accountability and equity in all facets of its operations as well as in all interactions with its Stakeholders including Shareholders, NIITians, Lenders and Regulatory Authorities. Your Company has also implemented several best practices in Corporate Governance, such as the "Whistleblower Policy" and "Code of Conduct on Ethics".

Your Company has complied with all the requirements relating to Corporate Governance as stipulated in Clause 49 of the Listing Agreement. The report of the Directors on corporate governance is given as a separate section titled "Report on Corporate Governance". The Certificate from the Practicing Company Secretary confirming the compliance to the conditions of the corporate governance stipulated in Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

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

Directors

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

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

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

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

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

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

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

Key Managerial Personnel

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

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

2. Mr. P. Rajendran- Joint Managing Director

3. Mr. Rahul K Patwardhan - Chief Executive Officer

4. Mr. Rohit Kumar Gupta - Chief Financial Officer

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

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

Appointment of Chief Executive Officer

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

Meetings of the Board

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

Board Evaluation

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

Remuneration Policy

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

Vigil Mechanism/ Whistle Blower Policy

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

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

Directors' Responsibility Statement

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

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

b) That the directors had selected such accounting policies and applied them consistently (including as required to give effect to the Court approved composite Scheme of Arrangement) and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the Company for that period;

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

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

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

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

Information relating to Conservation of Energy, Technology Absorption, Research and Development, Exports, Foreign exchange earnings and Outgo and other information forming part of the Directors' Report in terms of Section 134(3)(m) of the Companies Act, 2013, and the Rules made thereunder

a) Conservation of energy

Although the operations of the Company are not energy intensive, the management has been highly conscious of the criticality of conservation of energy at all the operational levels and efforts are made in this direction on a continuous basis. Adequate measures have been taken to reduce energy consumption whenever possible by using energy efficient equipment. The requirement of disclosure of particulars with respect to conservation of energy as prescribed in Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, are not applicable to the Company and hence are not provided.

b) Technology absorption

Your Company believes that in addition to progressive thought, it is imperative to invest in research and development to ascertain future exposure and prepare for challenges. In its endeavor to obtain and deliver the best, your Company has entered into alliances / tie-ups with major global players in the Information Technology industry to harness and tap the latest and the best of technology in its field, upgrade itself in line with the latest technology in the world and deploy / absorb technology wherever feasible, relevant and appropriate.

c) Research and Development

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature and size of operations of your Company.

d) Foreign exchange earnings and outgo

i) Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services and export plans

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

ii) Total foreign exchange earned and used

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

Auditors and Auditors' Report

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

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

Secretarial Auditors

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

Cost Auditors

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

Extract of Annual Return

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

Related Party Transactions

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

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

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

Particulars of Loans, Guarantees or Investments

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

Particulars of Employees

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

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

Public Deposits

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

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

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

Human Resources and Employee Stock Option Scheme

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

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

During the financial year 2005-06, your Company had set up NIIT Employee Stock Option Plan 2005 (ESOP-2005) with the objective of attracting and motivating employees by rewarding performance and retaining the best talent. The aim is to develop a sense of ownership among the employees within the organization and to align your Company's stock option scheme with the best practices in the Industry. In accordance with the applicable provisions ofthe Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, the particulars of the options granted,vested, exercised and allotted under the ESOP-2005 are appended as Annexure-G and form part of this report.

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

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

Acknowledgement

Your Directors take this opportunity to thank all investors, clients, licensees, technology partners, vendors, financial institutions, banks, regulatory and governmental authorities, media and stock exchanges for their continued support during the year under review. We place on record our appreciation of the contribution made by our employees at all levels.

For and on behalf of the Board

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

Mar 31, 2012

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

Financial Highlights

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

(Rs. Mn.)

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

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

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

Other Income 76 84 462 294

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

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

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

Depreciation and 874 854 684 577 Amortisation

Exceptional Items (Net) 1,636 142 856 136

Net tax provision 1,408 89 181 56

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

Share of Associates' Profit 481 453 and Minority Interest

Net Profit 1,102 922 963 497

Basic EPS (Rs.) 6.67 5.58 5.83 3.01

Diluted EPS (Rs.) 6.67 5.58 5.83 3.01

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

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

Business Operations

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

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

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

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

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

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

Future Plans

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

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

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

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

Dividend

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

Transfer to Reserves

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

Awards and Accreditation

NIIT brand received accolades during the year when

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

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

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

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

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

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

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

- NIIT Vietnam received the ICT Gold Medal Award

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

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

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

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

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

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

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

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

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

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

- NIIT HIWEL received the prestigious Mac Arthur

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

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

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

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

Subsidiary Companies

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

As per the provisions of Section 212 of the Companies Act, 1956 ('the Act'), your Company is required to attach the Directors' Report, Auditors' Report, Balance Sheet, Statement of Profit and Loss and other information of the subsidiary companies to its Balance Sheet. However, the Ministry of Corporate Affairs vide its General Circular No. 2/2011 dated February 8, 2011, has granted a general exemption under Section 212(8) of the Act to all the companies from annexing the annual accounts and other documents/statements of subsidiary companies with the Annual Report of the holding company subject to certain conditions. As the Company complies with all the specified conditions of the abovementioned Circular, it is not required to attach the audited accounts and other documents of the subsidiary companies to the Annual Report of your Company for the financial year 2011-12.

A statement of the Company's interest in the subsidiaries and a summary of the financials of the subsidiaries are given along with the consolidated accounts. The annual accounts of the subsidiaries, along with the related information, will be made available to the Members of the Company/subsidiary Companies seeking such information at any point of time. The annual accounts of the subsidiaries are also available for inspection for any Member/Investor, during the business hours, at the Registered Office of the Company and subsidiary Companies and the same can be accessed from the website of the Company www.niit.com.

Consolidated Financial Statements

In compliance with Clause 32 of the Listing Agreement, the consolidated financial statements are prepared in accordance with the Accounting Standards notified under Section 211 (3C) of the Act read with the Companies (Accounting Standards) Rules, 2006. The consolidated financial statements together with Auditors' Report thereon form part of the Annual Report.

Corporate Governance

Your Company's philosophy on Corporate Governance envisages the attainment of the highest levels of transparency, accountability and equity in all facets of its operations as well as in all interactions with its Stakeholders including Shareholders, NIITians, Lenders and Regulatory Authorities. In order to enhance customer satisfaction and stakeholder's value, your Company continues to benchmark its Corporate Governance practices with the best in the world in line with international norms.

Your Company has complied with all the requirements relating to Corporate Governance as stipulated in Clause 49 of the Listing Agreement. The report of the Directors on Corporate Governance is given as a separate section titled 'Corporate Governance Report', which forms part of the Annual Report. The Auditors' Certificate confirming the compliance to the conditions of the Corporate Governance stipulated in Clause 49 of the Listing Agreement is annexed to the Corporate Governance Report.

Management Discussion and Analysis

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

Directors

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

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

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

Directors' Responsibility Statement

As required under Section 21 7(2AA) of the Act, the Board of Directors of your Company hereby states and confirms:

- That in preparation of Annual Accounts for the financial year, applicable Accounting Standards have been followed along with the proper explanations relating to material departures;

- That they have selected the accounting policies described in the notes to accounts, which have been consistently applied, except where otherwise stated and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the profit of the Company for that year;

- That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- That the Annual Accounts have been prepared on the historical cost convention, as a going concern basis and on accrual basis.

Information relating to Conservation of energy, Technology Absorption, Research and Development, Exports, Foreign exchange earnings and Outgo and other information forming part of the Directors' Report in terms of Section 217(1)(e) of the Act, and the Rules made thereunder

a) Conservation of energy

Although the operations of the Company are not energy intensive, the management has been highly conscious of the criticality of conservation of energy

at all the operational levels and efforts are made in this direction on a continuous basis. Adequate measures have been taken to reduce energy consumption whenever possible by using energy efficient equipments. The requirement of disclosure of particulars with respect to conservation of energy as prescribed in Section 217(1)(e) of the Act read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are not applicable to the Company and hence are not provided.

b) Technology absorption

Your Company believes that in addition to progressive thought, it is imperative to invest in research and development to ascertain future exposure and prepare for challenges. In its endeavor to obtain and deliver the best, your Company has entered into alliances/tie-ups with major global players in the IT education industry to harness and tap the latest and the best of technology in its field, upgrade itself in line with the latest technology in the world and deploy/absorb technology wherever feasible, relevant and appropriate.

c) Research and Development

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature and size of operations of your Company.

d) Foreign exchange earnings and outgo

i) Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services and export plans

The Company exports customized learning content to its overseas clients to meet their varying learning needs. The Company develops content in a range of subjects for widely varied audience. The Company will continue to strengthen its presence in China, South Africa, Nigeria, Malaysia, Vietnam, Bhutan, Norway, Maldives, Columbia etc. with a view to increase exports. The Company will put impetus on potential geographies for expansion of its business outside India.

ii) Total foreign exchange earned and used

The details of foreign exchange earnings and outgo are mentioned in Notes Nos 31-35 contained in the Notes to Accounts forming part of the Balance Sheet and Statement of Profit and Loss for the financial year ended March 31, 2012.

Public Deposits

In terms of the provisions of Section 58A of the Act read with the Companies (Acceptance of Deposits) Rules, 1975, your Company has not accepted any fixed deposits from public and as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

Particulars of Employees

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

Auditors and Auditors' Report

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

The Company has received a letter from them to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Act and that they are not disqualified for re-appointment within the meaning of Section 226 of the Act.

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

Human Resources and Employees' Stock Option Scheme

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

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

During the financial year 2005-06, your Company had launched NIIT Employee Stock Option Plan 2005 (ESOP-2005) with the objective of attracting and motivating employees by rewarding performance and retaining the best talent. The aim was to develop a sense of ownership among the employees within the organisation and to align your Company's stock option scheme with the best practices in the Industry. The Compensation/Remuneration Committee has granted 1 00,000 Stock Options (Grant VIII) at the face value of the share to the eligible employees under ESOP-2005. As per the provisions of SEBI (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,! 999, the particulars of the options granted, vested, exercised and allotted under the ESOP-2005 are appended as Annexure-1 and form part of this report.

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

Acknowledgements

Your Directors take this opportunity to thank all investors, clients, licensees, technology partners, vendors, financial institutions, banks, regulatory and governmental authorities, media and stock exchanges for their continued support during the year under review. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hardwork, solidarity, cooperation and support.

For and on behalf of the Board

Rajendra S Pawar

Chairman &

Place : New Delhi Managing Director

Date : May 9, 2012 DIN - 00042516

Mar 31, 2011

The Directors take pleasure in presenting the 28th Annual Report along with the audited statement of accounts for the financial year ended March 31, 2011.

Financial Highlights

The highlights of your Companys financial results for the financial year April 1, 2010 to March 31, 2011 are as follows:

Rs. Mn.)

NIIT Limited - Group Particulars (Consolidated) 2010-11 2009-10

Net Sales (Income from 12,483 11,993 operations)

Other Income 29 43

Total Income 12,512 12,036

Total Expenditure 11,243 10,782

Profit before depreciation 1,269 1,254 and taxes

Depreciation and 854 751 Amortisation

Exceptional Items (Net) 142 (15)

Net tax provision 88 108

Net profit before share of Associates Profit & 469 380 Minority Interest

Share of Associates Profit 453 322 and Minority Interest

Net Profit 922 702

Basic EPS (Rs.) 5.58 4.25

Diluted EPS (Rs.) 5.58 4.25

NIIT Limited Particulars (Stand alone) 2010-11 2009-10

Net Sales (Income from 6,480 6,252 operations)

Other Income 218 196

Total Income 6,698 6,448

Total Expenditure 5,704 5,442

Profit before depreciation 994 1,006 and taxes

Depreciation and 577 542 Amortisation

Exceptional Items (Net) 136 (15)

Net tax provision 56 137

Net profit before share of Associates, Profit & 497 312 Minority Interest

Share of Associates Profit - - and Minority Interest

Net Profit 497 312

Basic EPS (Rs.) 3.01 1.89

Diluted EPS (Rs.) 3.01 1.89

During the year, your Companys consolidated income from operations has increased to Rs. 12,483 million as against Rs. 11,993 million in the previous year, registering a growth of 4% over the previous year, while Net Profit (after Associates Profit) is Rs. 922 million as against Rs. 702 million in the previous year, registering a growth of 31% over the previous year.

The income from operations for the year under review for the Company on a standalone basis increased to Rs. 6,480 million as compared to Rs. 6,252 million in the previous year, thereby registering a growth of approx. 4% on yearly basis and Net Profit increased to Rs 497 million from Rs. 312 million in the current year registering a growth of 59% over the previous year.

Business Operations

The financial year 2010-11 saw a progression in economic trends from cautious optimism at the beginning of the year leading into full scale recoveries and rapid growth in many emerging economies. In this environment, your Company started the year with the

theme of ÃSharpening the EdgeÃ with specific focus on improving the return on capital employed and quality of balance sheet while re-engineering the Companys businesses for higher growth.

During the financial year under review, the Individual Learning Solutions launched new initiatives to build a robust order book. These initiatives included new products to address changing preferences, focus on higher end segment with new offerings, integration of various offerings under ÃOne NIIT and new delivery models.

In the Schools Learning Solutions, your Company focused on the non-government schools increasing the size of the sales force significantly, putting a new leadership team in place, revamping ICR content which was launched towards year end.

In the Corporate Learning Solutions, your Company achieved steadily rising sales, collection and profitability in the backdrop of a sluggish global economy. This was accomplished through aggressive sales activity and robust delivery performance across North America, Europe and India.

Future Plans

The positive macro economic trends of accelerating GDP growth, increased government spending and strong corporate hiring plans coupled with encouraging lead indicators lay the foundation for your Companys growth.

Your Company has specialized in delivering ÃExcellence at ScaleÃ based on its core competencies of Pedagogy, Technology and Partnerships. The Company will focus its energy on Leveraging ÃOne NIITÃ for reach & customer choice, focus on IP & Annuity-based revenue for scale and profitability as well as addressing new opportunities with new business models at new price points.

Dividend

In view of the Companys profitable performance, your Directors are pleased to recommend, for approval of the Members at the ensuing Annual General Meeting, a dividend of Rs. 1.50 per equity share of Rs. 2 each.

Transfer to Reserves

In accordance with statutory provisions, your Company has transferred a sum of Rs. 49.74 million to the General Reserve.

Awards and Accreditation

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

- NIIT has been awarded ÃFranchisor of the Year in Education: Information Technology in 2010 by

Franchise Plus Magazine;

- NIIT ranked amongst Ãthe top 25 Best Employers in India 2011 by Aon Hewitt;

- NIIT has been honoured as the ÃBest Education Company to work with by Franchise India;

- Element K (subsidiary of NIIT) wins the Brandon Hall Silver Excellence Award for blended learning;

- NIIT, USA (subsidiary of NIIT) accepted Honors for Learning and Talent Management Solution at Bersin Impact 2010 Conference;

- NIIT, USA (subsidiary of NIIT) ranks amongst Top 10 Training & Learning Business Process Outsourcing Vendor in Ã Black Book of Outsourcing;

- HIWEL (subsidiary of NIIT) wins the prestigious Mac Arthur Digital Media and Learning Award;

- NIIT has been honoured as the - ÃMost influential IT Training brand in China, on the eve of 60 years of Peoples Republic of China (PRC) celebrations;

- NIIT, USA (subsidiary of NIIT) featured in Training magazines Annual ÃTop 125 List;

- NIIT, USA (subsidiary of NIIT) received the CLO Gold award for Virtual World Education, for the customized training solution put together for KFC in the USA;

- NIIT MindChampion Viswanathan Anand became the World Chess Champion for the 4th time. NIITs association with World Chess Champion, Viswanathan Anand, including contractual extensions, is the longest running Brand Ambassador contract in the history of Indian sport;

- NIIT was conferred ICT Gold Medal-Vietnam for 5th year in a row;

- NIIT associated with Government of Gujarat in setting a New Guinness World Record of 20,480 chess players playing simultaneously at Ahmedabad on December 24, 2010.

Subsidiary Companies

During the year under review, Wuxi NIIT Information Technology Consulting Limited, an overseas step down subsidiary of your Company has incorporated a wholly-owned subsidiary by the name of ÃSu Zhou NIIT Information Technology Consulting Limited in Su Zhou, China. Subsequent to the end of financial year, NIIT Antilles NV, Netherlands Antilles, overseas wholly owned subsidiary company has incorporated a overseas step down subsidiary by the name of ÃNIIT West Africa Limited in Nigeria.

Your Company has disinvested its entire stake in non- operating wholly owned subsidiary company ÃNeo Multimedia Limited (formerly known as NIIT Multimedia Limited). During the year under review, PCEC NIIT

Institute of Information Technology, step down subsidiary of your company has been liquidated and therefore, ceased to be a subsidiary company.

As per the provisions of Section 212 of the Companies Act, 1956 (Ãthe Act), your Company is required to attach the Directors Report, Balance Sheet, Profit and Loss Account and other information of the subsidiary companies to its Balance Sheet. However, the Ministry of Corporate Affairs vide its General Circular No. 2/2011 dated February 8, 2011, has granted a general exemption under Section 212(8) of the Act to all the companies from annexing the annual accounts and other statements of subsidiary companies with the Annual Report of the holding company subject to certain conditions. As the Company complies with all the specified conditions of the abovementioned Circular, it is not required to attach the audited accounts and other documents of the subsidiary companies to the Annual Report of your Company for the financial year 2010-11.

A statement of the Companys interest in the subsidiaries and a summary of the financials of the subsidiaries are given along with the consolidated accounts. The annual accounts of the subsidiaries, along with the related information, will be made available to the Members seeking such information at any point of time. The annual accounts of the subsidiaries are also available for inspection for any Member/ Investor, during the business hours, at the Registered Office of the Company and the same can be accessed from the website of the Company i.e. www.niit.com.

Consolidated Financial Statements

In compliance with Clause 32 of the Listing Agreement, the consolidated financial statements are prepared in accordance with the Accounting Standards notified under Section 211(3C) of the Act read with the Companies (Accounting Standards) Rules, 2006. The consolidated financial statements together with Auditors Report thereon form part of the Annual Report.

Corporate Governance

Your Companys philosophy on Corporate Governance envisages the attainment of the highest levels of transparency, accountability and equity in all facets of its operations as well as in all interactions with its Stakeholders including Shareholders, NIITians, Lenders and Regulatory Authorities. In order to enhance customer satisfaction and stakeholder value, your Company continues to benchmark its Corporate Governance practices with the best in the world in line with international norms.

Your Company has complied with all the requirements relating to Corporate Governance as stipulated in Clause 49 of the Listing Agreement. The report of the Directors on Corporate Governance is given as a

separate section titled ÃCorporate Governance Report, which forms part of the Annual Report. The Auditors Certificate confirming the compliance to the conditions of the Corporate Governance stipulated in Clause 49 of the Listing Agreement is annexed to the Corporate Governance Report.

Management Discussion and Analysis Report

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

Directors

During the year under review, Ms. Madhabi Puri Buch was inducted as an additional Director on the Board of the Company. According to the provisions of Section 260 of the Act, she would hold office, as such, till the conclusion of ensuing Annual General Meeting of the Company. Ms. Madhabi Puri Buch is a graduate in Mathematics from St. Stephens College, Delhi University and an MBA from IIM-Ahmedabad.

The Company has received a notice in writing from the member under Section 257 of the Act proposing Ms. Madhabi Puri Buch appointment as Director of the Company. She has conveyed her willingness to be appointed as Director of the Company and is not disqualified for being appointed as a Director pursuant to the provisions of Section 274(1)(g) of the Act. Necessary resolution with regard to her appointment will placed at the ensuing Annual General Meeting.

In accordance with the provisions of the Act, and Articles 64, 65 and 66 of the Articles of Association of your Company, Mr. . Rajendran and Mr. Vijay K. Thadani , Directors of your Company, retire by rotation and due for election at the ensuing Annual General Meeting, however they being eligible, offer themselves for re-appointment.

The Board recommends the above appointment/ reappointments pursuant to applicable provisions of the Act. The resolutions seeking your approval on these items along with the terms and conditions are included in the Notice convening the Annual General Meeting together with a brief resume of the Directors being appointed/re-appointed.

Directors Responsibility Statement

As required under Section 217(2AA) of the Act, the Board of Directors of your Company hereby states and confirms:

- That in preparation of Annual Accounts for the financial year, applicable Accounting Standards have been followed along with the proper explanations relating to material departures;

- That they have selected the accounting policies described in the notes to accounts, which have

been consistently applied, except where otherwise stated and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2011 and of the profit of the Company for that year;

- That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- That the Annual Accounts have been prepared on the historical cost convention, as a going concern basis and on accrual basis.

Information relating to Conservation of energy, Technology Absorption, Research and Development, exports, Foreign exchange earnings and Outgo and other information forming part of the Directors Report in terms of Section 217(1)(e) of the Act, and the Rules made thereunder

a) Conservation of energy

Although the operations of the Company are not energy intensive, the management has been highly conscious of criticality of conservation of energy at all the operational levels and efforts are made in this direction on a continuous basis. Adequate measures have been taken to reduce energy consumption whenever possible by using energy efficient equipments. The requirement of disclosure of particulars with respect to conservation of energy as prescribed in Section 217(1)(e) of the Act read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are not applicable to the Company and hence are not provided.

b) Technology absorption

Your Company believes that in addition to progressive thought, it is imperative to invest in research and development to ascertain future exposure and prepare for challenges. In its endeavor to obtain and deliver the best, your Company has entered into alliances / tie-ups with major global players in the I.T. education industry to harness and tap the latest and the best of technology in its field, upgrade itself in line with the latest technology in the world and deploy / absorb technology wherever feasible, relevant and appropriate.

c) Research and Development

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in

and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature and size of operations of your Company.

d) Foreign exchange earnings and outgo

i) Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services and export plans

The Company exports customized learning content to its overseas clients to meet their varying learning needs. The Company develops content in a multitude of subjects for widely varied audience.

The Company will continue to strengthen its presence in China, South Africa, Nigeria, Malaysia, Vietnam, Bhutan, Norway, etc. and will also focus on new territories including Maldives and Columbia, with a view to increase exports. The Company will put impetus on potential geographies for expansion of its business outside India.

ii) Total foreign exchange earned and used

The details of foreign exchange earnings and outgo are mentioned in Notes Nos. 11,12, 13 and 14 contained in the Notes to Accounts (Schedule No. 20) forming part of the Balance Sheet and Profit and Loss Account for the financial year ended March 31, 2011.

Public Deposits

In terms of the provisions of Section 58A of the Act read with the Companies (Acceptance of Deposits Rules), 1975, your Company has not accepted any fixed deposits from public and, as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

Particulars of employees

Particulars of employees as required under Section 217(2A) of the Act, read with the Companies (Particulars of Employees) Rules, 1975 are given in Annexure-I and forms part of this report.

Auditors and Auditors Report

M/s. Price Waterhouse, Chartered Accountants (registration number FRN 301112E), the Statutory Auditors of your Company, holds office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The Company has received a letter from them to the effect that their reappointment, if made, would be within the limits prescribed under Section 224 (1B) of the Act and that they are not disqualified for re-appointment within the meaning of Section 226 of the Act.

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

Human Resources and employees Stock Option Scheme

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

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

During the financial year 2005-06, your Company had launched NIIT Employee Stock Option Plan 2005 (ESOP-2005) with the objective of attracting and motivating employees by rewarding performance and retaining the best talent. The aim was to develop a sense of ownership among the employees within the organisation and to align your Companys stock option scheme with the best practices in the Industry. During the year under review, the Compensation/ Remuneration Committee has granted 156,060 Stock Options (Grant VII) of Rs. 2 each at market price to the eligible employees under ESOP 2005. As per the provisions of SEBI (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, the particulars of the options granted, vested, exercised and allotted under the ESOP-2005 are appended as Annexure-II and form part of this report.

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

Acknowledgements

Your Directors take this opportunity to thank all investors, clients, licensees, technology partners, vendors, financial institutions, banks, regulatory and governmental authorities, media and stock exchanges for their continued support during the year under review. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

For and on behalf of the Board

Rajendra S. Pawar Chairman & Managing Director Place : New Delhi Dated : May 10, 2011 DIN - 00042516

Mar 31, 2010

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

Financial Highlights

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

(Rs. Mn.)

NIIT Limited - Group NIIT Limited

Particulars (Consolidated) (Stand alone)

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

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

Other Income 43 203 196 339

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

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

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

Depreciation 751 647 542 402

Net tax provision 108 104 136 163

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

Share of AssociatesÃ Profit 322 309 - - and Minority Interest

Net Profit 702 698 312 472

Basic EPS (Rs.) 4.25 4.23 1.89 2.86

Diluted EPS (Rs.) 4.25 4.23 1.89 2.86

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

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

Business Operations

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

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

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

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

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

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

Future Plans

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

Share Capital

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

Debentures

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

Dividend

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

Transfer to Reserves

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

Awards and Acknowledgments

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

- NIIT, USA (Subsidiary of NIIT) was ranked #1 in the ÃQuality of Service LeadersÃ and positioned as #2 Service Provider in the ÃBakers Dozen Customer Satisfaction 2010 RatingsÃ- a listing brought out by the reputed HRO Today magazine.

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

- Element K (Subsidiary of NIIT) received ÃTop 20 Leadership Training CompaniesÃ award by Training Industry, Inc.

- NIIT was honoured as the - ÃMost influential IT Training brand in ChinaÃ, on the eve of 60 years of PeopleÃs Republic of China celebrations.

- NIIT, USA (Subsidiary of NIIT) was awarded the Gold for ÃExcellence in eLearning awardÃ by Chief Learning Officer (CLO) Magazine as part of its Learning in Practice Awards, one of the industryÃs highest honors for the second consecutive year.

- NIITÃs innovative ICT learning solutions secured three awards at the ÃDigital Learning AwardsÃ at eINDIA 2009 Summit - IndiaÃs largest ICT event.

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

- NIIT was conferred the ÃTop IT Training Company Award 2009Ã by Cybermedia, for the 17th successive year.

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

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

Subsidiary Companies

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

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

However, a statement of the CompanyÃs interest in the subsidiaries and a summary of the financials of the subsidiaries are given along with the consolidated accounts. The annual accounts of the subsidiaries, along with the related information, will be made available to the Members seeking such information at any point of time. The annual accounts of the subsidiaries are also available for inspection for any Member/ Investor, during the business hours, at the Registered Office of the Company and the same can be accessed from the website of the Company i.e. www.niit.com.

Consolidated Financial Statements

In compliance with Clause 32 of the Listing Agreement, the consolidated financial statements are prepared in accordance with the Accounting Standards notified under Section 211(3C) of the Act read with the Companies (Accounting Standards) Rules, 2006. The consolidated financial statements together with AuditorsÃ Report thereon form part of the Annual Report.

Delisting of Shares

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

Corporate Governance

Your CompanyÃs philosophy on Corporate Governance envisages the attainment of the highest levels of transparency, accountability and equity in all facets of its operations as well as in all interactions with its Stakeholders including Shareholders, NIITians, Lenders and Regulatory Authorities. In order to enhance customer satisfaction and stakeholder value, your Company continues to benchmark its Corporate Governance practices with the best in the world in line with international norms.

Your Company has complied with all the requirements relating to Corporate Governance as stipulated in Clause 49 of the Listing Agreement. The report of the Directors on Corporate Governance is given as a separate section titled ÃCorporate Governance ReportÃ, which forms part of the Annual Report. The AuditorsÃ Certificate confirming the compliance to the conditions of the Corporate Governance stipulated in Clause 49 of the Listing Agreement is annexed to the Corporate Governance Report.

Management Discussion and Analysis Report

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

Directors

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

In accordance with the provisions of the Act and Articles 64, 65 and 66 of the Articles of Association of your Company, Mr. Rajendra S Pawar and Mr. Surendra Singh, Directors of your Company, retire by rotation and due for election at the ensuing Annual General Meeting, however they being eligible, offer themselves for re-appointment.

DirectorsÃ Responsibility Statement

As required under Section 217 (2AA) of the Act, the Board of Directors of your Company hereby states and confirms:

- That in preparation of Annual Accounts for the financial year, applicable Accounting Standards have been followed along with the proper explanations relating to material departures;

- That they have selected the accounting policies described in the notes to accounts, which have been consistently applied, except where otherwise stated and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2010 and of the profit or loss of the Company for that year;

- That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- That the Annual Accounts have been prepared on the historical cost convention, as a going concern basis and on accrual basis.

Information relating to Conservation of energy, Technology Absorption, Research and Development, exports, Foreign exchange earnings and Outgo and other information forming part of the DirectorsÃ Report in terms of Section 217(1)(e) of the Act, and the Rules made thereunder

a) Conservation of energy

Although the operations of the Company are not energy intensive, the management has been highly conscious of criticality of conservation of energy at all the operational levels and efforts are made in this direction on a continuous basis. Adequate measures have been taken to reduce energy consumption whenever possible by using energy efficient equipments. The requirement of disclosure of particulars with respect to conservation of energy as prescribed in Section 21 7 (1) (e) of the Act read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1 988, are not applicable to the Company and hence are not provided.

b) Technology absorption

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

c) Research and Development

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature and size of operations of your Company.

d) Foreign exchange earnings and outgo

i) Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services and export plans.

The Company exports customized learning content to its overseas clients to meet their varying learning needs. The Company develops content in a multitude of subjects for widely varied audience.

The Company will continue to strengthen its presence in China, South Africa, Nigeria, Malaysia, Vietnam etc. and will also focus on new territories including Bhutan, Maldives and Columbia, with a view to increase exports. The Company will put impetus on potential geographies for expansion of its business outside India.

ii) Foreign exchange earnings and outgo

The details of foreign exchange earnings and outgo are mentioned in Notes Nos. 11,12, 13 and 14 contained in the Notes to Accounts (Schedule No. 20) forming part of the Balance Sheet and Profit and Loss Account for the financial year ended March 31, 2010.

Public Deposits

In terms of the provisions of Section 58A of the Act read with the Companies (Acceptance of Deposits Rules), 1975, your Company has not accepted any fixed deposits from public and, as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

Particulars of employees

Particulars of employees as required under Section 217 (2A) of the Act, read with the Companies (Particulars of Employees) Rules, 1975 are given in Annexure-I and forms part of this report.

Auditors and AuditorsÃ Report

M/s Price Waterhouse, Chartered Accountants (registra- tion number FRN 301112E), the Statutory Auditors of your Company, holds office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The Company has received a letter from them to the effect that their reappointment, if made, would be within the limits prescribed under Section 224 (1B) of the Act and that they are not disqualified for reappointment within the meaning of Section 226 of the Act.

The notes on Accounts referred to in the AuditorsÃ Report are self explanatory and do not require for any further comments.

Human Resources and employeesÃ Stock Option Scheme

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

EmployeesÃ relations remained cordial at all the CompanyÃs locations. The Directors take this opportunity to record their appreciation for the outstanding contribution of all NIITians.

Your Company had during the financial year 2005- 06 launched NIIT Employee Stock Option Plan 2005 (ESOP-2005) with the objective of attracting and motivating employees by rewarding performance and retaining the best talent. The aim was to develop a sense of ownership among the employees within the organisation and to align your CompanyÃs stock option scheme with the best practices in the Industry. During the year under review, the Compensation/ Remuneration Committee has granted 61,41,130 Stock Options (Grant-V and Grant-VI) of Rs. 2 each at market price to eligible employees under ESOP- 2005. The particulars of the Options granted, vested, exercised and allotted under the ESOP-2005 as required to be disclosed under SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, are appended as Annexure-II and form part of this report.

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

Acknowledgements

Your Directors take this opportunity to thank all investors, clients, licensees, technology partners, vendors, financial institutions, banks, regulatory and governmental authorities, media and stock exchanges for their continued support during the year under review.

For and on behalf of the Board

Rajendra S Pawar

Chairman & Place : New Delhi Managing Director

Date : May 7, 2010 DIN - 00042516

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