NIIT Learning Systems Ltd Directors Report

Dear NLSL Shareowner,

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

Financial Highlights

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

(All Amounts in Rs. Million, unless otherwise stated)

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

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

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

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

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

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

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

Future Plans

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

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

Business Operations

The global economic environment in FY25 remained challenging, with slower GDP growth in major economies, sustained inflationary pressures, and geopolitical tensions. In NIIT MTS core markets of North America and Europe, large enterprises tightened discretionary spending and adopted a cautious approach to new program rollouts. While these conditions led to some moderation in customer consumption, your Company continued to deliver to capture a growing share of this expanding market. With ongoing investments in GenAI, immersive learning, and advisory services, the Company is building a future-ready portfolio. Your Company plans to continue its inorganic growth agenda to add new capabilities, penetrate desired customer segments, and strengthen presence in select geographies. This will be pursued alongside a balanced organic growth strategy focused on new customer acquisition, expansion within existing accounts, and further strengthening of global delivery capabilities. With a robust balance sheet, strong revenue visibility, and enduring customer relationships, NIIT MTS aims to sustain industry-leading growth and profitability over the medium to long term, while continuing to invest in innovation, thought leadership, and global sales and marketing to drive large-scale, comprehensive engagements.

Dividend

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

Transfer to Reserves

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

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

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

Share Capital

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

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

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

Subsidiaries, Joint Ventures and Associate Companies

The following entities continue to be wholly owned subsidiaries of the Company: a) NIIT (USA) Inc., USA

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

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

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

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

- NIIT Brazil LTDA (subsidiary of entity at serial no. a) b) NIIT Limited, UK c) NIIT Malaysia Sdn. Bhd, Malaysia d) NIIT (Ireland) Limited, Ireland

- NIIT Learning Solutions (Canada) Limited, Canada (subsidiary of entity at serial no. d) e) NIIT West Africa Limited, Nigeria Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 ("the Act"), a statement containing the salient features of financial statements of the Companys subsidiaries is provided in the prescribed Form AOC-1, annexed herewith as "Annexure-A" and forming part of this Report. A detailed consolidated analysis of the overall performance is given in the Management Discussion and Analysis Report, forming part of this Report.

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

Consolidated Financial Statements

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

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

Directors

During FY25, there was no change in Board of Directors of the Company. In accordance with the provisions of the Section 152 of the Act, Mr. Sapnesh Kumar Lalla (DIN: 06808242) and Ms. Leher Vijay Thadani (DIN: 03477205), Directors of the Company, retire by rotation at the forthcoming AGM and, being eligible, have offered themselves for re-appointment. The relevant details are provided in the Notice of AGM. The Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee, have recommended their re-appointment to the members for approval.

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

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

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

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

Meetings of the Board

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

Board Evaluation

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

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

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

Directors Responsibility Statement

As required under Section 134(5) of the Act, the Directors of the Company hereby state and confirm that: a) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with the proper explanation relating to material departures; b) the Directors have selected such Accounting Policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of FY25 and of the profit & loss of the Company for that period; c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors have prepared the Annual Accounts on the going concern basis; e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. The Directors confirm that the Company has complied with the applicable mandatory Secretarial Standards, i.e., SS-1: Secretarial Standard on Meetings of the Board of Directors and SS-2: Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India.

Key Managerial Personnels ("KMP")

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

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

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

- Mr. Sanjay Mal, Chief Financial Officer

- Mr. Deepak Bansal, Company Secretary

Statutory Auditors

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

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

Secretarial Auditors

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

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

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

Cost Auditors

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

Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Board appointed M/s. Ramanath Iyer and Co., Cost Accountants (Firm Registration Number 000019), as the Cost Auditors of the Company for conducting the audit of cost records of the Companys products/services for FY25. The remuneration payable to the Cost Auditors is subject to rati_cation by the members of the Company at the forthcoming AGM. The due date for filing the Cost Audit Report of the Company for the financial year ended March 31, 2024, was September 30, 2024. The Cost Audit Report was filed on August 29, 2024, and did not contain any qualification, reservation, or adverse remark.

Reporting of Frauds by Auditors

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

Management Discussion and Analysis Report

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

Business Responsibility Sustainability Report

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

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

Corporate Governance Report

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

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

Corporate Social Responsibility

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

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

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

Related Party Transactions

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

All related party transactions entered into by the Company during the year were in the ordinary course of business and on an arms length basis. No material related party transaction was undertaken by the Company with Promoters, Directors, Key Managerial Personnel, or other related parties, that could have a potential conflict with the interest of the Company at large. All related party transactions were duly approved by the Audit Committee and were also placed before the Board as a matter of good corporate governance practice.

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

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

Internal Financial Controls

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

The Companys risk management framework is also detailed in the Management Discussion and Analysis Report.

Vigil Mechanism

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

Statutory Committees

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

Statutory Policies/Codes

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

• Policy on Determination of ‘Material Subsidiaries

• Policy on Determination of Material/Price Sensitive Information

• Policy on Related Party Transactions

• Nomination and Remuneration Policy

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

• Code of Practices and Procedures for Fair Disclosure of UPSI

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

• Archival Policy

• Whistle Blower Policy

• Code of Conduct

• Corporate Social Responsibility Policy

• Dividend Distribution Policy

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

Nomination and Remuneration Policy

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

Dividend Distribution Policy

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

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

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

b) Technology absorption

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

Technology has demonstrated transformative impact across several key areas: marketing and customer acquisition, virtual online learning delivery, and mobile application-supported learning and engagement. These innovations enable the creation of hyper-realistic, personalized simulations based on scientifically validated instructional methodologies, thus enhancing pedagogical effectiveness Technology has been used to facilitate safe workplace in office and when remote for employees. A productivity platform, inclusive of a common collaboration platform, has been put in place to guarantee smooth work execution and management. Extra security measures, such as a multifactor authentication, have been put in place. Systems for Security Event and Incident Management monitoring have been set up to speed up the detection of threats and effective incident response.

c) Research and development

Your Company prioritizes innovation by investing in research and development to create new opportunities, anticipate challenges, and prepare for obstacles ahead. Through consistent exploration and advancement, we position ourselves to overcome future hurdles and capitalize on emerging opportunities. We maintain appropriate funding to support ongoing innovation efforts. Weve refined our ability to develop digital point solutions that can be rapidly deployed to provide significant value to our clients, greatly improving our delivery speed. Our digital ecosystem now leverages generative AI to create learning experiences that were never possible earlier. Despite the scale and complexity of your Companys operations, the associated costs over the past fiscal year have remained modest.

d) Foreign exchange earnings and outgo

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

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

(ii) Expenditure and Earnings in Foreign Currency

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

(Rs. million)

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

Particulars of Loans, Guarantees, or Investments

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

Annual Return

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

General

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

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

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

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

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

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

Buyback of shares.

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

Remuneration of the Directors / Key Managerial Personnel/ Employees

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

Human Resources

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

Employee Stock Options

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

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

The grant-wise details of such stock options are partially provided in the Notes to Accounts of the Financial Statements in the Annual Report. A comprehensive note is available on the Companys website at www.niitmts.com and forms a part of this Report. The same shall also be available for inspection by members upon request. The Company has received a certificate from M/s. PI & Associates, a firm of Company Secretaries in Practice, confirming that the aforesaid stock option plans have been implemented in compliance with applicable SEBI regulations. This certificate will be placed at the ensuing AGM for inspection by members.

Acknowledgement

The fiscal year 2024-25 was marked by sustained uncertainty in the external environment, with limited visibility into key market dynamics. These conditions created considerable challenges to growth. Nevertheless, the Company demonstrated resilience and adaptability, responding strategically to evolving circumstances while remaining focused on long-term value creation and operational excellence. The Board of Directors places on record its sincere appreciation to our esteemed customers, business partners, suppliers, financial institutions, government agencies, and regulatory authorities for their continued support and collaboration during the year.

We also extend our heartfelt gratitude to all employees for their resilience, dedication, and tireless efforts, which have been pivotal in advancing the Company through a challenging and dynamic business landscape.

Above all, the Board expresses its deep appreciation to our shareholders for their enduring trust, confidence, and commitment. Looking ahead, the Board remains firmly focused on driving sustainable, long-term growth and delivering enduring value to all stakeholders.

	By Order of the Board
	For NIIT Learning Systems Limited
	Rajendra S Pawar
Place: Gurugram	Chairman
Date: May 14, 2025	DIN: 00042516