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 - "Non¬
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:

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 deep¬
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

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

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

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

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

23, 2023]

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

b) NIIT Limited, UK

c) NIIT Malaysia Sdn. Bhd, Malaysia

d) NIIT (Ireland) Limited

— 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:

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

• Mr. Parappil Rajendran, Joint Managing Director

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

• Mr. Sanjay Mal, Chief Financial Officer

• 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:

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

• Mr. Parappil Rajendran, Joint Managing Director

• Mr. Sanjeev Bansal, Chief Financial Officer

• 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 self¬
explanatory and do not require any further comments.
The Auditors' Reports do not contain any qualification,
reservation or adverse remark.

Secretarial Auditors

Pursuant to 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:

• Policy on Determination of Material Subsidiaries

• Policy on Determination of Materiality for Disclosure

• Policy on Related Party Transactions

• Nomination and Remuneration Policy

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

• Code of Practices and Procedures for Fair Disclosure
of UPSI

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

• Archival Policy

• Whistle Blower Policy

• Code of Conduct

• Corporate Social Responsibility Policy

• Dividend Distribution Policy

The Company has 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

The Company believes that technological obsolescence
is a reality. In its endeavour to obtain and deliver the
best, your Company has entered into alliances/ tie-
ups with major global players in the Information
Technology industry to harness and tap the latest
and best technology in its field, upgrade itself in line

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

c) Research and development

Your Company believes that in addition to a
progressive thought, it is imperative to invest in research
and development to ascertain future exposure and
prepare for challenges. Only progressive research
and development will help us measure up to future
challenges and opportunities. We invest in and
encourage continuous innovation. Capability was
developed to create digital point solutions. Digital point
solutions are assembled quickly to help deliver impactful
solutions to customers. With this model, the speed of
delivery has improved significantly. An innovative online
training delivery platform with unique learning analytics
was included in digital point solutions. During the
year under review, the expenditure is not significant in
relation to the nature and size of the operations of your
Company.

d) Foreign exchange earnings and outgo:

(i) Activities relating to exports, initiatives taken to
increase exports, development of new export
markets for products and services and export plans:
The Company exports customized learning
content and other services to its overseas clients
to meet their varying learning needs. The
Company develops content in a range of subjects
for a widely varied audience. The Company will
continue to strengthen its presence in 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:

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

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

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

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

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

Public Deposits

In terms of the provisions of 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 non¬
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