Coforge Ltd Directors Report.

To,

The Members,

Your Directors are pleased to present the Twenty Eighth Annual Report on the business and operations of your Company along with the audited annual accounts for the Financial Year ended March 31, 2020 (FY2020). The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL PERFORMANCE OF THE COMPANY

The highlights of the financial results for the financial year 2019-20 are as follows:

(Figures in Rs.mn except for EPS)

Particulars FY 2019-20 FY 2018-19 FY 2019-20 FY 2018-19

Consolidated financials

Standalone financials

Income from operations 41,839 36,762 22,310 19,992
Other Income 677 535 2,846 1,542
Total Income 42,516 37,297 25,156 21,534
Profit before depredation and taxes 7,755 6,928 5,775 4,485
Depreciation 1,730 1248 902 781
Exceptional Item 71 56
Provision fortax & (deferred tax) 1,278 1403 648 714
Non-Controlling Interest 236 188
Profit After Tax 4,440 4,033 4,225 2,990
Earnings Per Share (Basic) (In Rs.) 71.39 65.49 67.93 48.55

BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR AND STATE OF THE COMPANYS AFFAIRS

Operating highlights

The financial year under review has been one of out performance across multiple parameters, with robust revenue and earnings growth as well as strong deal flows even as the Company navigated an increasingly difficult and unprecedented situation arising out of the Covid-19 pandemic during the last quarter of the fiscal.

Driven by its strategy to transform at the intersect of industry verticals of focus, the Company acquired new customer relationships, won multiple new deals, and enhanced its offerings portfolio through both organic and inorganic means which included the acquisition of a 57.6% stake in the total capital of WHISHWORKS IT Consulting Private Limited (WHISHWORKS), a MuleSoft and Big Data specialist. This transaction was closed in June 2019 and strengthens the Companys Digital capabilities, complements its existing competencies, and creates a powerful offerings combination in the Digital Integration space. The Company plans to acquire the remaining equity in WHISHWORKS over two years through pay-outs linked to financial performance.

The Companys operating performance during the year has also been marked by multiple new engagements and large deal closures. The Company added 41 new clients during FY2020, compared to 40 in the preceding financial year. The Company secured fresh orders worth $748 million during FY2020 (compared to $646 million during FY2019), resulting in a 20% increase in the order book executable over the next 12 months from $390 million as on March 31, 2019 to $468 million as on March 31,2020.

Key among the significant operating accomplishments during the year was the Companys ability to ensure Business Continuity and uninterrupted delivery to its customers worldwide even as multiple countries went into lockdowns amidst increasing concerns over the spread of Covid-19. NIIT Technologies has been proactive and nimble in instituting and implementing practices and processes to ensure the safety of its human resources as well as its ability to up to the trust reposed in the Company by its clients. The Company has successfully managed to switch temporarily to a work- from-home-model in order to seamlessly manage business operations and serve its customers while maintaining optimal productivity levels. By the end of FY2020, almost everyone of the Companys delivery resources, including IT Services and BPO, were operating through the work-from-home model, other than the ones who are required to operate from a clean room.

Financial highlights

On a consolidated basis, revenues increased 13.8% to Rs 41,839 million in FY2020 from Rs. 36,762 million in FY2019. Engagements in the emerging technologies and Digital Services space have been an important growth driver for the Company. During FY2020, Digital Services contributed 37% to overall revenues and grew 47%. EBITDA for the year increased 11.6% to Rs. 7,197 million from Rs. 6,452 million in the preceding financial year. EBITDA margin for FY2020 stood at 17.2%, representing a decrease of 35 basis points over the previous financial year. EBITDA in FY2020 includes one-time non-recurring expenses of INR 234 Mn. EBITDA margin excluding non-recurring expense stood at 17.8%. Depreciation during the year at Rs.1,730 million represents an increase over the previous year, primarily on account of lease assets and acquired intangibles on acquisition of subsidiary. Other income for the financial year, derived from investments in mutual funds, gain on exchange fluctuations and other miscellaneous sources, stood at Rs.677 million. The effective tax rate for the year was13.30%. Profit after tax (PAT) for the year was Rs. 4,440 million, representing an increase of 10.1% from the preceding financial year.

The Managements Discussion & Analysis (MD&A) of the Companys global business during the year under review as well as business outlook, along with a discussion of internal controls & risk management and mitigation practices, appears separately in this Annual Report.

Consolidated financial statements The consolidated financial statements are enclosed in addition to the standalone financial statements pursuant to section 129(3) of the Companies Act, 2013 read with all relevant Rules and amendments thereto & SEBI Listing Obligations & Disclosure Regulations, 2015 as amended prepared in accordance with the Accounting Standards prescribed by ICAI in this regard. The consolidated Financial Statements together with Auditors Report thereon form the part of the Annual Report.

Dividend

During FY2020, the Company paid INR 1,936.00 Mn in aggregate by way of three interim dividends on equity shares, first after Q2 FY2020, again after Q3 FY2020 and third interim dividend on May 5, 2020, with the dividend in first two instances being INR 10 per share (100%) and in third instance being INR 11 per share (110%)thereby totalling to INR 31 per share (310% of the face value of equity share of the Company).

Transfer to Reserves

During the year, the Company has not transferred any amount to the General Reserves.

Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of the Report & change in nature of business, if any There have been no material changes and commitments affecting the financial position of the Company subsequent to the close of the Financial Year to which Financial Statements relate and the date of the Report

COMPANIES ACT DISCLOSURES & CORPORATE GOVERNANCE

Extract of Annual Return

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of Annual Return (MGT-9) is enclosed as (Annexure A) and the same shall be placed on the website of the Company.

Directors

Consequent to the change of control in the Company on May 17, 2019, the Companys erstwhile directors on the Board i.e. Mr. Arvind Thakur, Mr. Rajendra S Pawar & Mr. Vijay K Thadani resigned from the Directorships of the Company along with all the Committees where they were holding memberships/chairmanship . The Board was re-constituted on May 17, 2019 and the shareholders also approved the appointment of the new Directors in their annual general meeting held on September 21, 2019 in FY20. The NonExecutive Chairperson on the Board was appointed on June 29, 2019. The details of the Directors and all relevant disclosures are made in the Corporate Governance Report of the Company.

The current composition of the Board of the Company is as under:

Name of the Director & DIN Designation
Mr. Basab Pradhan (00892181) Independent Director- Chairperson
Mr. Sudhir Singh (07080613) Chief Executive Officer & Executive Director
Mr. Hari Gopalakrishnan (03289463) Non-Executive Director
Mr. Patrick John Cordes (02599675) Non-Executive Director
Mr. Kenneth Tuck Kuen Cheong (08449253) Non-Executive Director
Mr. Kirti Ram Hariharan (01785506) Non-Executive Director
Mr. Ashwani Puri (00160662) Independent Director
Ms. Holly Jane Morris (06968557) Independent Director

Independent Directors

Pursuant to the provisions of Section 149 of the Companies Act, 2013 &SEBI Listing Obligations & Disclosure Regulations, 2015 as amended, Mr. Basab Pradhan has been appointed as Non-Executive Independent Director and Chairperson of the company by the Board on June 29, 2019 for a term appointment of Mr. Pradhan in their annual general meeting held on September 21, 2019 in FY20. There are two other Independent Directors on the Board of the Company Mr. Ashwani Puri & Ms. Holly Jane Morris. The composition of the Board is in accordance with the terms of the SEBI Listing Obligations & Disclosure Regulations, 2015 as amended & Companies Act, 2013 as amended from time to time.

All Independent Directors have given declarations that they meet all the requirements specified under Section 149(6) of the Companies Act, 2013 and SEBI Listing Obligations & Disclosure Regulations, 2015 as amended.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

Details of the Familiarization program for Independent Directors of the Company are available on the website of the Company at https://www.niit-tech.com/sites/default/ files/Familiarization-Programme-Independent-Directors.pdf) Further, at the time of appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/her role, functions, duties and responsibilities. The terms and conditions of the appointment of Non-Executive Directors are placed on the website on the Company at www.niit-tech. com.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Company has the following Directors/ employees as Whole-time Key Managerial Personnel as on March 31, 2020:

a) Mr. Sudhir Singh - Chief Executive Officer & Executive Director

b) Mr. Ajay Kalra - Chief Financial Officer

c) Mr. Lalit Kumar Sharma - Company Secretary & Legal Counsel

Changes in the status of KMPs:

- Mr. Sanjay Mal resigned and Mr. Ajay Kalra was appointed as Chief Financial Officer of the Company w.e.f. November 12, 2019.

Number of meetings of the Board

The Board of Directors of the Company met 9 (nine) times in the FY2019-20. The details pertaining to the Board Meetings and attendance are provided in the Corporate Governance Report. The intervening gap between two Board Meetings was within the period prescribed under Companies Act, 2013 and SEBI Listing Obligations & Disclosure Regulations, 2015 as amended. Further, the Board also passed circular resolutions during the year on April 22, 2019; June 13, 2019; June 29, 2019; August 01, 2019; September 30, 2019; October 30, 2019 & February 21, 2020. The details of the attendance and other relevant details are provided in the Corporate Governance Report.

Directors Responsibility Statement As required under Section 134(3)(c) read with 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby states and confirms that:-

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

b. The Company has 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 & Loss of the Company for that period;

c. Proper and sufficient care has been taken 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 Annual Accounts are prepared on a going concern basis;

e. Suitable internal financial controls have been implemented by the Company and such internal financial controls are adequate and are operating effectively.

f. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and are operating effectively.

Deposits from Public

The Company has not accepted any Deposits under Chapter V of the Companies Act, 2013 during the year and hence no amount of principal or interest was outstanding on the date of the Balance Sheet.

Share Capital

a) Issue of equity shares with differential rights or sweat equity shares

During the year, the Company has not issued any equity shares with differential rights/sweat equity shares under Companies (Share Capital and Debentures) Rules, 2014.

b) Issue of Employee Stock Options

During the year, the Company issued 7,10, 685 (Seven Lakhs Ten Thousand Six Hundred Eighty-Five) Equity shares on the exercise of stock options under the Employee Stock Option Scheme of the Company (ESOP 2005). Consequently, the issued, subscribed and Paid-up Equity Capital increased to Rs. 62,49,45,590 as at March 31,2020 pursuant to Rule 12(9) of Companies (Share Capital and Debentures) Rules, 2014. 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 and a comprehensive note on the same forms part of the Board Report, which is available on the website of the Company (www.niit-tech.com/investors). During the year, Employee Stock Options Plan 2005 (‘ESOP 2005) of the Company was amended by the Board on February 21, 2020 and by the shareholders through a special resolution by way of a postal ballot in terms of SEBI (Share Based Employee Benefits) Regulations, 2014 on March 27, 2020, wherein in addition to the other amendments, a ceiling limit on the number of options which can be granted under the Plan has been increased by 9,00,000 Employee Stock Options. Each option is exercisable forone (1) equity share offace value of Rs.10.

c) Provision of money by Company for purchase of its own shares by employees or by trustees for the benefit of employees

In terms of Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014, the Company has not provided any funds for purchase of its own shares by employees or by trustees for the benefit of employees.

d) Buy-back of equity shares of the Company

The Board in its meeting held on December 23, 2019 and the shareholders by way of postal ballot by means of a special resolution through postal ballot on February 13, 2020 has approved buy-back of up to 19,56,290 fully paid equity shares of a face value of Rs. 10/- each at a price of up to INR 1,725 (Rupees One Thousand Seven Hundred Twenty Five Only) per share aggregating up to INR 337,46,00,250 (Rupees Three Hundred Thirty Seven Crores Forty Six Lakhs and Two Hundred Fifty only) which represents 20.23% of the paid-up equity share capital and free reserves of the Company. The Buyback was proposed to be made from the shareholders of the Company as on March 12, 2020, Record Date on a proportionate basis under the Tender Offer route through Stock Exchange mechanism in accordance with the provisions of the SEBI (Buyback of Securities) Regulations, 2018. Due to the COVID-19 nationwide lockdown for logistical reasons, the Company sought an extension from the Securities and Exchange Board of India for dispatching the letter of offer and tender form. SEBI has provided an extension for dispatching the letter of offer and tender form within 15 days from the end of the ‘lockdown as announced by the Government.

COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

Audit Committee

The Audit Committee of the Company is constituted as per Section 177 of the Companies Act, 2013 & Regulation 18 of the SEBI Listing Obligations and Disclosure Regulation, 2015 as amended, and it consists of a majority of Independent Directors. The Board in its meeting held on March 20, 2019 revised the charter of the Committee in line with SEBI Listing Obligations & Disclosure Regulations, 2015 as amended effective from April 01, 2019. The details of the attendance in the meetings and other details are provided in the Corporate Governance Report. The Audit Committee of the Board comprises of the following members:

1. Mr. Ashwani Puri - Chairperson

2. Ms. Holly Jane Morris

3. Mr. Basab Pradhan

4. Mr. Patrick John Cordes

Mr. Ashwani Puri, an Independent Director is the Chairman of the Committee and Mr. Lalit Kumar Sharma is the Secretary to the Committee. The Board accepted all the recommendations of the Audit Committee made during the year. Details pertaining to the number of meetings of the Committee held during the year and terms of reference, functioning and scope are given in the Corporate Governance Report in detail in terms of the requirements under SEBI Listing Regulation, 2015 as amended.

Nomination and Remuneration Committee

The Company has a duly constituted Nomination & Remuneration Committee under the provisions of Section 178 of the Companies Act, 2013 & SEBI Listing Obligations & Disclosure Regulations, 2015 as amended. The Board re-constituted the Nomination & Remuneration Committee with the following as members w.e.f June 29, 2019:

1. Ms. Holly Jane Morris - Chairperson of the Committee

2. Mr. Basab Pradhan

3. Mr. Hari Gopalakrishnan

The Board in its meeting held on March 20, 2019 revised the charter of the Committee in line with the SEBI Listing Obligations & Disclosure Regulations, 2015 as amended effective from April 01, 2019. The details of the attendance in the meetings, terms of reference and other relevant details are disclosed under the Corporate Governance Report of the Company. During the year, the Nomination and Remuneration Committee also passed the circular resolutions on April 23, 2019, May 16, 2019, March 17, 2020&March31,2020.

Stakeholders Relationship Committee

In terms of provisions of section 178 of the Companies Act, 2013 & Regulation 20 of SEBI (Listing Obligations and Disclosure Regulations), 2015, the Company has reconstituted Stakeholders Relationship Committee during the year. The Committee is headed by a Non-Executive Director Mr. Kirti Ram Hariharan and consists of Mr. Basab Pradhan and Mr. Patrick John Cordes as members of the Committee. Mr. Lalit Kumar Sharma, Company Secretary & Legal Counsel is the Compliance Officer of the Company.

The scope of Stakeholders Relationship Committee was revised pursuant to SEBI Listing Obligations & Disclosure Regulations, 2015 as amended effective April 01, 2019. The Committee has delegated work related to share transfer, issue of duplicate shares, dematerialisation/ rematerialisation of shares to the Share Transfer Committee which reports to the Committee. Details pertaining to the number of meetings of the Committee held during the year and terms of reference, functioning and scope are given in the Corporate Governance Report in detail in terms of the requirements under SEBI Listing Regulation, 2015 as amended.

Corporate Social Responsibility (CSR) Committee

In terms of provisions of the Companies Act, 2013 & Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 read with various clarifications issued by Ministry of Corporate Affairs, the Company has a CSR Committee which formulates and recommends to the Board, a Corporate Social Responsibility (CSR) Policy indicating the activities to be undertaken by the Company, as per Schedule VII to the Companies Act, 2013, recommending the amount of expenditure to be incurred and monitoring the expenditure and activities undertaken under the CSR Policy of the Company. Details pertaining to the number of meetings of the Committee held during the year and terms of reference, functioning and scope are given in the Corporate Governance Report in detail in terms of the requirements under SEBI Listing Regulation, 2015 as amended The Board reconstituted the CSR Committee in its meeting held on October 23, 2019. The members include:

1. Mr. Kirti Ram Hariharan (Chairman of the Committee)

2. Mr. Hari Gopalakrishnan

3. Mr. Ashwani Puri

4. Mr. Kenneth Tuck Kuen Cheong

The Company has undertaken activities as per the CSR Policy (available Companys website www.niit-tech.com) and the details are contained in the Annual Report on CSR Activities given in Annexure-B forming part of this Report. The Companys approach is to spend on activities for the welfare of society under Corporate Social Responsibility activities ensuring that the total spend in each financial year would be above the level prescribed under the Companies Act, 2013. As part of its CSR initiatives, the Company continued its CSR drive around Education, Employability and Infrastructure support.

As part of its sustained CSR initiatives, the Company continued with the Scholarship program for deserving students in NIIT University. NIIT Institute of Information Technology “TNI”, a society registered under the Societies Act, 1860, (Central Act No 21 of 1860) in the office of Registrar of Societies, Government of NCT of Delhi, has set up NIIT University “NU” as a private University at Neemrana, Dist. Alwar, Rajasthan. Some High Impact Programs at Organization Level in the area of Education, Employability & Infrastructure -

1) SHIKSHA, Dankaur Village, Greater Noida - A Career Development Centre providing IT and employability training to the underprivileged students in and around Dankaur village. NIIT Technologies launched the center in collaboration with NIIT foundation on 2nd Dec 2015. In FY20, the center impacted around 1500 underprivileged students of the community by imparting various career courses and IT skill trainings. The center also provided placements to 125 students from the center.

2) SHIKSHA, Madanpur Khadar, Delhi - The second Career Development Centre providing IT and employability training to the underprivileged students in and around Madanpur Khadar area in Delhi was adopted in partnership with NIIT Foundation, on 1st Jan 2017. In FY20, this center impacted 1465 underprivileged students including some differently abled students as well. The center provided placements to over 200 students from the center.

3) Shiksha, Bhangel, Noida - This Career Development Center was added under the Shiksha Program in Oct 2019. The Bhangel Center in partnership with NIIT Foundation, focusses on providing IT and employability training to the underprivileged students in and around Bhangel area in Noida. In FY20, it has impacted over 1200 underprivileged students and provided placements to around 125 students from the center. The center also provided placements to 125 students from the center.

4) Shiksha, Gurgaon - This year witnessed the addition of another Career Development Center under the Shiksha Program in August 2019. The organization launched the Gurgaon Center in partnership with NIIT Foundation, the center focusses on providing IT and employability training to the underprivileged students in and around Dundahera area in Gurgaon. The center became operational in October and in the last 6 months it has impacted around 600 underprivileged students.

5) Educational sponsorship at Vatsalyam - The organization has sponsored the education for a Shelter Home cum primary school for daughters of lepers and beggars called “Vatsalayam Gurukul” at Village Hazipur, in Sector 104, Noida (U.P). The school is presently housing and educating 44 poor girls between the age groups of 5 years to 17 years, whose parents are predominantly lepers and/or beggars.

6) Alzheimers and Related Disorders Society of India (ARDSI) - The organization extended its support to Alzheimers Society by sponsoring its project of setting up a National Dementia Training Center in Trivandrum to provide comprehensive training on Dementia Care management Skills for care workers, family care and health professionals. The center would target training - Family care givers, Professional care givers/care support staff, Nursing supervisors/care center managers.

7) Volunteers from NIIT Technologies (AASHA, a group of self-motived NIITians driving CSR volunteering across Greater Noida campus) adopted the Jaganpur Primary Govt School near Greater Noida campus. NIITians from campus volunteered for this year long teaching drive at Jaganpur Govt Primary School, this included teaching all the subjects to students till class 5. The volunteers organized several events on all major festivals and celebrated the festivals with the school kids.

8) Location level events conducted at offshore like- Plantation drive, Donation drive, Teaching drive, Sports day, medical camps etc.

Risk Management Committee

The requirement of constituting Risk Management Committee is mandated by SEBI on top 500 companies based on the market capitalization as on March 31, 2018. As on March 31, 2018, the Company was listed under the said category and hence it is required to constitute a Risk Management Committee as per the provisions of the SEBI Listing Obligations & Disclosure Regulations 2015 as amended, effective from April 01,2019. The Board approved the re-constitution of Risk Management Committee of the Company w.e.f. July 23, 2019. The Committee comprises of the following Directors:

Mr. Basab Pradhan (Chairperson)

Mr. Hari Gopalakrishnan

Mr. Sudhir Singh

The Internal Audit Head shall be an invitee to the Committee meetings & the Company Secretary of the Company shall be the Secretary to the Committee. The terms of reference of the Committee are provided under the Corporate Governance Report of the Company.

POLICIES OF THE COMPANY

Nomination & Remuneration Policy

Pursuant to the provisions Section 178(3) of the Companies Act, 2013, the Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Senior Management and their remuneration. The Policy has been revised by the Board of Directors in their meeting held on January 18, 2019 in terms of the amendments in the SEBI Listing Obligations & Disclosure Requirements Regulations 2015 as amended, effective from April 01, 2019. The terms of reference of the Committee have also been revised by the Board in its meeting held on March 20, 2019. The detailed Policy is stated in the Corporate Governance Report.

Vigil mechanism/Whistle Blower Policy In view of the requirement as stipulated by Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board & its power) Rules, 2014 and Corporate Governance under SEBI Listing Obligations & Disclosure Regulations, 2015 as amended, the Company has complied with all the applicable provisions and has adopted a Whistle Blower Policy duly approved by the Audit Committee to report concerns about unethical behaviour, actual & suspected frauds, or violation of Companys Code of Conduct and Ethics. The policy is hosted on the website of the Company (https://www.niit-tech. com/sites/default/files/WhistleBlower-Policy-upload.pdf).

The same provides for adequate safeguards against victimisation of director(s)/employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. It is affirmed that no person has been denied access to the Audit Committee.

Policy for Determining Material Subsidiaries

The Policy for determining the material subsidiaries of the Company has been revised by the Board of Directors in their meeting held on Jan 17, 2019 in terms of the amendments in the SEBI Listing Obligations & Disclosure Regulations, 2015 as amended effective from April 01, 2019. The said Policy is available on the Website of the Company URL https://www.niit-tech.com/sites/default/files/Policy-on- determining-material-subsidiaries.pdf

Risk Management Policy

The Company has developed and implemented a risk management framework for identification of elements of risk, which in the opinion of the Board need close scrutiny.

Dividend Distribution Policy

The Company has a Policy for Distribution of Dividend under Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 adopted during the FY2017. The Board amended the Policy in its meeting held on January 18, 2019. This policy aims at laying down a broad framework for considering decisions by the Board of the Company, with regard to distribution of dividend to shareholders and/or retention or plough back of its profits. The Policy is enclosed as Annexure -C of the Report and is also available on the website of the Company.https://www.niit-tech.com/sites/default/files/ Dividend-Distribution-Policy.pdf

Code of Conduct

The Company Code of Conduct is available on the website (https://www.niit-tech.com/investors/code-conduct). The Chief Executive Officer of the Company has given a declaration that the Directors and Senior Management of the Company have complied with the Code of Conduct during the year 2019-20.

Prevention of Insider Trading

The Company has formulated and adopted a Policy in accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended. The Policy lays down the guidelines and procedures to be followed, and disclosures to be made while dealing with the shares of the Company along with consequences for violation. The policy is formulated to monitor, regulate and ensure reporting of deals by employees while maintaining highest level of ethical standards while dealing in the Companys securities. The policy is amended to bring it in line with the provisions of the prevailing regulations, from time to time.

Code of Fair Disclosure

The Companys Code of Fair Disclosure is placed on the website of the Company (https://www.niit-tech/investors). During the year, the Board suitably amended the Code of Fair Disclosure in terms of amendments in the SEBI (Listing Obligations & Disclosure Regulations) 2015 effective April 01,2019.

PERFORMANCE EVALUATION

The Board carried out the annual evaluation of its own performance, of the Directors individually as also of its Statutory Committees, Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Obligations and Disclosure Requirements Regulations, 2015 as amended. The evaluation was based on a comprehensive set of criteria finalised by the members in their meeting held on May 4, 2017. A detailed note was placed before the Board on the same in its meeting held on March 20, 2019. The Board considered the evaluation of the stakeholders based on one-on-one meetings, and the directors who were subject to evaluation did not participate in the process. The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by Independent Directors. The Chairperson communicated the feedback to concerned stakeholders. The Directors expressed their satisfaction to the evaluation process.

MANAGERIAL REMUNERATION & PARTICULARS OF EMPLOYEES

The information required under section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure-D. Further, the managerial remuneration is also provided in the Corporate Governance Report. The information as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, is applicable and forms part of the Report. However, as per first proviso to Section 136(1) of the Act and second proviso of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Report and Financial Statements are being sent to the Members of the Company excluding the statement of particulars of employees under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company and the said annexure is also open for inspection at the Registered Office of the Company.

Conservation of energy and environment-friendly initiatives

We at NIIT Technologies are aware of the importance of reconciling profitable growth with minimization of any adverse impact of our operations on the environment. Motivated by the philosophy of ‘Conserving More and Consuming Less, the Company has a clear intent and track record of optimizing consumption of energy and natural resources. The firm has been proactively embracing and introducing several environment- friendly actions aimed conservation of resources including energy and water, recycling or efficient disposal of waste, as well as leveraging the use of renewable resources where possible.

In order to reduce energy consumption, the Company has undertaken multiple initiatives including installation of roof top solar system (150 KW), external & internal lights LEDification, installation of high-energy efficient equipment, removal of single use plastic, and recycling of paper waste over the years. As a result of these efforts, the Company has been able to reduce its energy consumption by 30%.

The Company has also made investments toward increasing its share of renewable energy. It is now focussing on generating solar-powered electricity integrated with the government power supply system in a bulk process of 2MW to 4 MW of power through the authorised government generation and distribution system.

In another step towards further reducing its carbon footprint, the Company is also shifting its Greater Noida SEZ campus kitchen cooking system from LPG to PNG powered. This would not only improve the Companys carbon footprint but also minimize risks associated with fire hazards.

Our determinations, continuous surveillance reviews to check our performance has helped us, in maintaining our certification and recognition processes:

• ISO 14001:2015 (Environment Management)

• OHSAS 18001:2007 (Occupational Health and Safety Assessment Series)

• LEED Platinum Certification Operation & Maintenance at Greater Noida campus from USGBC (US Green Building Council).

Technology absorption and R&D (Research & Development)

Research & development for new offerings, services, processes, frameworks, and capabilities continues to be important for the Company and is integral to its business strategy that envisages “Engage with the Emerging” by “Transforming at the Intersect”.

During the year under review, NIIT Technologies continued to strengthen its capabilities around Platforms, Products, and Partnerships and also reinforced its competencies in emerging technologies and related service lines by investing in talent and infrastructure. There has been focus on technology incubation that bring the firms workforce and customers together to incubate new solutions that exploit the new and emerging technologies. NIIT Technologies recently launched Digital Foundry, its engineering platform that brings together its digital assets that can jumpstart innovation and transformation initiatives for clients. Digital Foundry is a repository of plug-and- play digital assets based on the firms digital reference model that ensures repeatable fast engineering. It consists of various studios namely DX, interactive, data, cognitive, cloud and quality engineering with over forty digital assets.

Focus on internalizing emerging technologies has led to creation of various innovation labs and competency centres within the organization. The Companys Technology Innovation centre (TIC) continues to focus on emerging technologies in the areas of artificial intelligence (Al) and Cognitive like Video Analytics (VA), Advanced NLP, NLG, Text Summarization, Extended Reality (XR) and Advanced User Interfaces like Smart Speakers , Voice Assistant ,Voice Enabled Ul, Mixed reality UX. Multiple proof-of-concepts (POCs) have been created in partnership with customers in the Companys lab at Bangalore for technology incubation and adoption to solve business problems. In the area of General AI and Advanced Reinforcement Learning, frameworks like deeplearning4J and Tensorflow are being explored and deployable POC has been created around these frameworks. The firms Blockchain Competency Centre & Lab in its Greater Noida campus has developed a solution on cold supply chain and AI based claim processing. The Blockchain lab is focused on R3 Corda, HyperLedger Fabric and Ethereum platforms. A Reference Architecture has been developed to enable accelerated development of Blockchain solutions for customers. Initial work on the quantum computing has started in the Companys labs to identify various framework available.

There has been significant investment done in bolstering the Companys Artificial Intelligence and Automation Services capabilities. NIIT Technologies has developed solutions around IT Operation automation, Business AI, process automation, and application development automation. A lab on Artificial Intelligence was setup to focus on the various aspect of cognitive process automation like computer vision, language processing and machine learning. There is dedicated effort to build capabilities on open source packages, COTS products, cloud-based services and other upcoming distributive technologies in the area of Cognitive Automation.

TRON (NTLs Smart Automation Platform) is the Companys integrated enterprise automation framework, which leverages Artificial Intelligence based on automation technologies like Machine Learning, Natural Language Processing, and Robotic Process Automation. The TRON framework is being enhanced with introduction of new in-house frameworks such as SLICE. A repository of virtual workforce of more than 300 cognitive agents across all verticals like banking, insurance and travel has been created.

NIIT Technologies continuously investing in identifying the leading global influencers on the technology streams of relevance and tries to forge industry level partnerships that enable efficient solutions for our customers. In Digital and Cognitive space, NTL has already formed partnerships with industry leading technology providers like Amazon, IBM, UiPath, Artificial Solutions, Microsoft, Mulesoft, Salesforce , Appian , Sitecore , Automation Anywhere and PEGA. These industry partnerships helps NIIT Technologies to incubate and industrialize emerging technologies to manage the entire lifecycle for its enterprise customers.

Foreign Exchange Earnings and Outgo (Rs. Million)

Particulars Year Year
2019-20 2018-19
Foreign Exchange Earnings 21,207 19,010
Foreign Exchange Outflow 9,486 8,730

Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future

During the year, no order was passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

Details in respect of adequacy of internal financial controls with reference to the Financial Statements

The Company monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliances with operating systems, accounting procedures and policies of the Company. Based on the report of Internal Audit Function, process owners undertake corrective action in their respective areas and thereby strengthen controls. All significant audit observations and corrective actions are presented to the Audit Committee for its review and suggestions.

Details of Subsidiary/Joint Ventures/Associate Companies As on March 31, 2020, the Company has subsidiaries in the United States of America, United Kingdom, Germany, India, Singapore, Thailand, Australia, Dubai, Spain, Poland.

Details about the companies which have become/ ceased to be subsidiaries during the Financial Year A company is acquired in Poland in the month of October 2019, through its subsidiary in UK. The Company enhanced its stake by acquiring an additional 10% in the equity share capital of NIIT Incessant Private Limited (Erstwhile Incessant Technologies Private Limited on Feb 14, 2019) in May 2019, aggregating to100% of the total share capital of Incessant. The Company also acquired 57.6% stake in Whishworks IT Consulting Pvt. Ltd. In the FY20, the details of which are covered in the Report elsewhere.

Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement.

During the year, the Board of Directors reviewed the affairs of the subsidiaries. Pursuant to provisions of Section 129(3) of the Companies Act, 2013, a statement containing a report on the performance and financial position of each of the subsidiaries, associates and joint venture companies is included in the consolidated financial statement and the same has been annexed to this Report as AOC-1 given in Annexure E.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the audited Financial Statements of the Company, consolidated Financial Statements along with relevant documents are available on the website of the Company (www.niit-tech.com).

Particulars of loans, guarantees or investments under section 186 of the Companies Act, 2013

The Company has not given any loan to any person and any other body corporate. The details of guarantees provided is given as under:

Particulars Amount in Local Currency (In Mn.) Currency Amount in INR as on 31.03.20 (In Mn.) Purpose
Issued to Citibank NA, on behalf of NIIT Technologies Limited, UK 7.50 USD 565 Working Capital Loan
Issued to Citibank NA, on behalf of NIIT Insurance Technologies Limited 3.00 USD 226 Working Capital Loan
Issued to Citibank NA, on behalf of NIIT Technologies Limited Thailand 1.50 USD 113 Working Capital Loan
Total 12 904

*Conversion rate - 75.37

The details of the securities acquired by the Company of other body corporates is given as under:

(Amt. in INR Mn.)

Investments in equity instruments in subsidiary companies (fully paid) Investment value as on March 31, 2020
2,837,887 (31 March 2019: 2,837,887) Shares having no par value in NIIT Technologies Inc. USA 156
16,614,375 (31 March 2019: 16,614,375) Shares of 1 Singapore $ each fully paid-up in NIIT Technologies Pacific Pte Ltd., Singapore 703
3,276,427 (31 March 2019: 3,276,427) Shares of 1 UK Pound each fully paid-up in NIIT Technologies Ltd., UK 204
537,900 (31 March 2019: 537,900) Equity Shares of Euro 1 each fully paid-up in NIIT Technologies GmbH, Germany 185
50,000,000 (31 March 2019: 50,000,000) Equity Shares of Rs. 10/- each fully paid-up in NIIT SmartServe Limited 500
1,000,000 (31 March 2019: 1,000,000) Equity Shares of Euro 1 each fully paid-up in NIIT Airline Technology GmbH Germany 224
5,000 (31 March 2019: 5,000) Ordinary Shares of 1000 AED each fully paid in NIIT Technologies FZ LLC Dubai 63
5,000,000 (31 March 2019: 5,000,000) Equity Shares of Rs. 10 each in NIIT Technologies Services Limited 25
4,047,631 (31 March 2019: 3,642,868) Equity Shares of Rs. 2 each in NIIT Incessant Private Limited (Formerly known Incessant Technologies Private Limited) 4,701
135,682 (31 March 2019: NIL) Equity Shares of Rs. 10 each in Whishworks IT Consulting Private Limited* 1,494
Nil (31 March 2019: Nil) Shares of Peso 100 each in NIIT Technologies Philippines Inc”
Total equity instruments 8,255

Note:

a. * The Company signed a Share Purchase Agreement on April 06, 2019 to acquire Whishworks IT Consulting Private Limited. The acquisition concluded on June 14, 2019.

b. **During the year ended March 31, 2018 the Board of Directors had approved the proposal for closure of NIIT Technologies Philippines Inc and accordingly the Company has impaired the investment in the subsidiary. The subsidiary is still under closure.

c. ***The Board in its meeting held on April 06, 2019 has signed a Share Purchase Agreement with ESRI Inc., USA to sell the entire stake held by the Company in ESRI India Technologies Ltd. The details are provided in the Annual Report, hence the same is removed.

Particulars of Contracts or arrangements with Related Parties

The Related Party Transaction Policy deals with the review and approval of related party transactions. The Board of Directors of the Company has approved the criteria for making the omnibus approval by the Audit Committee. The Board amended the Policy in terms of the revised SEBI (Listing Regulations), 2015 regulations effective from April 01,2019, and the amended Policy is uploaded on the website of the Company https://www. niit-tech.com/sites/default/files/ NIITTechnologies-LimitedRPT-policy-Summarized-2909.pdf.

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 Companies Act, 2013. 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 - F.

Managements Discussion and Analysis Report

In terms of Regulation 34(e) of the SEBI (Listing Regulations), 2015 as amended from time to time, the Managements Discussion and Analysis Report is set out in this Annual Report.

Business Responsibility Report

The SEBI (Listing Regulations), 2015, mandates the inclusion of Business Responsibility Statement (‘BRR) for top 500 listed companies based on market capitalization as on March 31, 2020. In compliance with the same the Company has integrated BRR as part of its Annual Report.

Corporate Governance

In terms of Regulation 34 of the Securities Exchange Board of India (Listing Regulations), 2015 as amended from time to time, a Report on Corporate Governance along with Compliance Certificate issued by Statutory Auditors in terms of Part E of Schedule V of the said Regulations of the Company forms an integral part of Corporate Governance Report.

Compliance with applicable Secretarial Standards

The Company is in compliance with the applicable Secretarial Standards issued by Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs with all amendments thereto.

AUDITORS & AUDITORS REPORT/CERTIFICATE

a. Statutory Audit:

M/s S R Batliboi & Associates LLP (FRN 101049W/ E300004) have carried out Statutory Audit under the provisions of section 139 of the Companies Act, 2013 for the financial year 2019-20. The Report given by Auditors forms part of this Report. The Auditors Report to the Shareholders does not contain any qualification, reservation or adverse remarks.

b. Secretarial Audit:

During the year, the Board of Directors of the Company appointed Mr. Ranjeet Pandey (Membership No.5922) of M/s Ranjeet Pandey & Associates, Company Secretaries (CP No.-6087), in Whole-time Practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 and the Rules framed thereunder, for the Financial Year 2019-20. The Secretarial Audit Report for the financial year ended 31st March 2020 was considered by the Board in its meeting held on May 05, 2020 and the said Report given by Secretarial Auditors is annexed to this Report as Annexure G. The Secretarial Audit Report does not contain any qualification, reservation oradverse remarks.

c. Auditors Certificate on Corporate Governance:

As required by SEBI (Listing Regulations), 2015, the Auditors Certificate on Corporate Governance is provided within the Corporate Governance Report. The Auditors Report to the Shareholders does not contain any qualification, reservation or adverse remarks.

d. Cost audit & records:

Section 148 of the Companies Act, 2013 is not applicable on the Company. Therefore, cost audit has not been conducted for the financial year 2019-20 and records are not maintained.

e. No fraud has been reported by the Auditors to the Audit Committee, Board or any other relevant authority.

HUMAN RESOURCE INITIATIVES

Emerging technologies like Artificial Intelligence, automation and analytics are disrupting traditional business models and opening up newer opportunities. Continuous learning is the key to staying relevant in any industry, especially in IT and ITeS. NIIT Technologies HR strategies make way for such policies, processes and systems which are aligned to its business goals and impact every aspect of an employee lifecycle. The people strategies aim to create learning opportunities for career enhancement, foster an empowering and inclusive culture that encourages NIITians to do their best and thereby create value for the clients and organization alike. The outcomes of these interventions are visible through key people indicators like attrition, employee engagement survey results, gender diversity numbers, etc. Some key HR initiatives during FY20 are discussed below:

PAPERLESS ON BOARDING

Enriching employee experience is a key to achieving an engaged and productive team of people. To provide ease to the new joiners of NIIT Technologies, the onboarding process has been automated and made completely paperless. All the required formalities can be completed through a system (designed in-house) at the convenience of the candidate, even before the joining date. The feature of document upload does not necessitate the candidates to carry a bunch of documents on the date of joining. This feature will be enhanced further to create an e-filing system.

LEARNING AND DEVELOPMENT

The Companys School for Employee Education Development (SEED) meets the need that organizations have for broader, diverse and more integrated employee skills sets—a portfolio of skills and knowledge to create a more versatile workforce and a more agile organization in general.

The organization learning initiatives are focused on competency-building around Business Analysis, Service Lines, Large and Complex Program Management Skills and Managed Services. SEED applies up-to-date training methods and techniques like remote, online platforms, licensed learning partners like Microsoft etc. and by hosting classroom sessions. The integrated learning approach helps employees become more versatile, accumulating to 306,301 learning hours in the development movement.

Keeping in view the changing nature of jobs and the future of work, the company recognized the need for continuous and self-directed learning by employees to stay relevant. Towards the same, the organization invested in an enterprise-wise intelligent learning platform “Percipio” - One year continued plan in partnership with Skillsoft, one of the most renowned global players in the space of online learning. Over 8047 NIITians are actively using the platform to upskill or re-skill themselves and have recorded over 118,963 aggregated learning hours for the enterprise.

The Learning Team offers comprehensive solutions aimed at improving employees competencies through certifications like LOMA, AINS, Sales force, Microsoft Azure and Sitecore, providing 409 certifications. The courses are organized based on the attendees level of knowledge and allow for the continuous development of business skills while considering professional growth and job enlargement. NIIT Technologies Limited (India) has been named one of LOMAs 2020 Excellence in Education (EIE) award winners, amongst the 900 LOMA members companies.

A huge progress is also marked towards Management Development Programs which aimed at developing future leaders to effectively lead, engage, and develop their teams. With the clear perspective of strengthening people management skills and building trust through effective leadership and communication, the Management Development Program - StrlDE (Structured Intervention to Deliver Excellence) was designed and piloted for an eminent vertical in the organization. The program covered approximately 135 people managers. The execution was divided in 4 stages starting from Assignments -Self-Study before getting into the program, ILTs - for two half-days, coaching sessions and thereby assigning individual coaches to all 13 leaders for a duration of 6 months and in the end concluding the program through collective transformation series. Each training session delivered by the In- house Learning Team contained elements from allied knowledge areas and is designed around industry specifics and best practices.

Training Imparted (FY2019-20) Total Female NIITians Male NIITians
Total No. of Hours of Training 306,301 137,072 (45%) 169,229 (55%)

Category wise distribution

Category % Hours
Technical + Digital 47%
Behavioural / Soft Skills 38%
Safety, Security and Diversity 8%
Domain 5%
Leadership and Management 1%

Enhanced Referral Scheme - Each One Get One Employee referrals is a major channel for sourcing the right set of culturally inclined candidates at NIIT Technologies. A step further in this direction led to a major overhaul in the referral scheme with the most lucrative rewards that the employees have ever seen. The scheme was made even more inclusive by opening global channels of referrals with no geographical boundaries. The initiative led to an overwhelming response and resulted in more than 10,000+ referrals in 2 months with more than 100 offers rolled out in the same duration.

EMPLOYEE ENGAGEMENT

BU Annual Days culminating into a grand Annual Day

The Company lays great emphasis on effective internal communication to drive better teamwork, productivity, cohesiveness, and collaboration. During FY2020, November 2019 was a communication and leadership interaction intensive month for NIITians at Greater Noida campus. The leadership team visited the campus and addressed every individual working in their Business Units through floor walks, special presentations and a BU Annual Day. The Annual Days this year were divided into two phases - BU Annual Days and a grand Annual Day. BU Annual Days focused on BU level updates, strategy, roadmap and awarding NIITians who have added value to the BUs through their superlative performance during the year with “Award of Excellence”.

The grand annual day had the Arms CEO, along with the rest of the leadership team, address employees and showcase “The Year that Was” highlighting key achievements during the year and strategy and focus for the future. The Annual Day was made more special through the introduction of two new awards, “CEOs Club of Achievers” awarded to high-performers who will be sponsored for a leadership development program at IIM Ahmedabad and will also get an opportunity to work on a 100-day futuristic project with the leadership team. The second new category of award - Global Leadership Award - is the highest award in NIIT Technologies, awarded to individuals who have broken all barriers and created exceptional value for the organization. They will be sponsored for a leadership development program with Harvard Business School. The grand Annual Day was closed with an entertaining performance by a musical band.

Employee Engagement Survey

In order to get useful insights into engagement levels and employee satisfaction, the Company conducts annual Employee Satisfaction Surveys, the findings of which enables it to make improvements in its workplace environment and employee training and welfare programmes. EES 2019 showed a measurable progress over last year results.

Particulars EES 2018 EES 2019 Increase/Decrease
Participation 80.12% 81.76% 1.64%
Overall Engagement Score 65% 69% 4%
Commitment Index 67% 70% 3%

• Teamwork (82%), Basic Needs (81%) and Company Image and Brand (73%) - Highest-rated drivers of engagement.

• Top rated questions:

• My job is important to achieve Business goals (89%)

• My team and other teams that I work with are committed to doing quality work (87%)

• I am aware of what my goals are and what I am expected to do (86%)

• Top 3 questions that have shown the maximum increase over EES 2018 are -

• Someone at work talks to me about my career periodically (19%)

• I have close friends at work (16%)

• I get enough opportunities at NIIT Technologies to learn and grow (12%)

The above results are indicative of the various HR & Business interventions including but not limited to welfare policies, training programs, availability of various platforms for feedback and communication between managers and employees, clarity of roles and responsibilities through individual goal sheets that are aligned to business vision and strategy, etc.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

The Company has a Policy on Prevention of Sexual Harassment of Women at the workplace, in line with The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment .The Company believes in providing all employees a congenial work atmosphere, which is free from discrimination and harassment, without regard to caste, religion, marital status, gender, sexual orientation, etc. During the year, the Company conducted various awareness programs and workshops at all locations. Employees are required to attend compulsory awareness and training program on POSH on our virtual learning platform - Percipio. During the year, the Company conducted various awareness programs and workshops at all locations. The Company received four complaints pertaining to this and three were duly resolved. Only one compliant is pending for resolution.

AWARDS AND RECOGNITIONS

The Company has been recognized in several important ways at the national and global levels, related to its leadership in specific industry verticals, and its robust HR practices.

a) NIIT Technologies recognized as a ‘Leader in Agile and DevOps by Nelson Hall

b) AdvantageGo Named as one of the “Hot 100” Insurtech Firms by Intelligent Insurer magazine

c) NIIT Technologies ranked #1in ‘Business Understanding for the second consecutive year in Whitelanes 2019 UK IT Sourcing Study

d) NIIT Technologies Recognized as a Leader among Midsize Agile Software Development Service Providers by Independent Research Firm

e) Incessant Technologies and RuleTek, NIIT Technologies companies Receive Pega Partner Award 2019 for ‘Excellence in Growth and Delivery

f) A TBR Perspective on Transform at the intersect - NIIT Technologies and the near future of Digital and Postdigital Transformation

g) A special blog by Nelson Hall on how NIIT Technologies Delivers Digital Transformation with Capacity & Capability at Speed and Scale

h) HfS Research PoV on Change the game with verticalized AI: NIIT Technologies unique play as a post-digital firm

i) NIIT Technologies positioned as a Star Performer and Major Contender in Everest Group P&C and L&A PEAK Matrix2019

ACKNOWLEDGEMENTS

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. In addition, the Directors wish to thank the Companys customers, vendors, bankers & financial institutions, all government & non-governmental agencies, and other business associates for their continued support. The Directors acknowledge and appreciate the support and confidence of the Companys shareholders and remain committed to enabling the Company to achieve its growth objectives in the coming years.

For and on behalf of the Board of Directors
Basab Pradhan
Sd/-
Chairperson
Place: California, USA DIN:00892181
Date : May 05, 2020