NIIT Ltd Directors Report.

Dear NIIT Shareowner,

Your Directors take pleasure in presenting the 38th Annual Report along with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31,2021.

Financial Highlights

The highlights of your Companys financial results for the financial year (FY) April 1,2020, to March 31,2021 (FY21) are as follows:

(Amount in Rs. Million)

Particulars

Consolidated

Standalone

FY 2020-21 FY 2019-20 FY 2020-21 FY 2019-20
Net Sales (Revenue from Operations) 9,495 8,892 3,681 4,009
Other Income 887 1,168 1,126 1,487
Total Income 10,382 10,060 4,807 5,496
Total Expenditure (Excluding Depreciation) 7,842 8,246 3,474 3,730
Profit before Depreciation and Taxes 2,540 1,814 1,333 1,766
Depreciation and Amortization 589 598 267 350
Exceptional Items [Net Gain/(Loss)] (9) 12,917 (387) 13,802
Net Profit/(Loss) before Tax, Loss from Discontinued Operations, Share of Non- controlling Interests 1,942 14,133 679 15,218
Tax Expenses 336 556 112 1,440
Profit/(Loss) from Discontinued Operations* (169) (305) (31) (94)
Share of Non-controlling Interests (6) 3
Net Profit/(Loss) attributable to owners of NIIT Limited 1,430 13,275 536 13,684
Basic EPS (Rs.) 10.09 82.87 3.78 85.42
Diluted EPS (Rs.) 9.96 82.40 3.73 84.94

*Refer Note 39 of the Consolidated Financial Statement and Note 37 of the Standalone Financial Statement.

Your Companys consolidated total income for FY21 is Rs. 10,382 million as against Rs.10,060 million in the previous year and the net profit (after share of Noncontrolling Interests) is Rs. 1,430 million as against Rs. 13,275 million in the previous year.

The Companys total income for the year under review on a standalone basis is Rs. 4,807 million as compared to Rs. 5,496 million in the previous year, and the net profit is Rs. 536 million as compared to Rs. 13,684 million in the previous year.

Business Operations

The Corporate Learning Group (CLG) contributed 87% to NIITs consolidated revenue for FY21, as compared to 78% in FY20. The business grew 19% YoY to Rs. 8,254 million. The EBITDA grew 103% YoY to Rs. 1,885 million. The EBITDA margin was 23%, up 938 basis points YoY. During the year, the business was impacted by the pandemic, which led to significant cancellations and deferrals of planned inperson instructor led learning events. However, decisive and agile actions helped to counter the impact including move to work from home, transition to digital learning to ensure continuity for its customers and launched new offerings to meet changing customer requirements. These actions, along with continuing investments in sales and marketing and new capabilities, resulted in significant recovery and growth as compared to last year, despite the continuing impact of the pandemic. During the year, the business added 9 new Managed Training Services (MTS) customers, secured 5 renewals and expanded 12 contracts with existing customers. The business ended the year with 58 MTS customers, as compared to 54 at the end of theprevious year.

As of March 31,2021, the Revenue Visibility stood at USD 287 million uP9%YoY.

NIITs Skills & Careers Group (SNC) contributed 13% to NIITs consolidated revenue in FY21. SNC recorded revenue of Rs. 1,241 million in FY21, as compared to Rs. 1,979 million in FY20. The business transitioned to digital learning during the year and presents a strong platform for growth. SNC showed continuous improvement in each of the quarters during FY21 due to strong actions by the Company and pick up in hiring by IT and Banking sectors and recorded growth and profitability in Q4 FY21.

The schools business is classified as Asset held for sale. While the company received interest from potential investors during the year. The transactions could not be completed due to continuing uncertainty on time line of opening of schools due to the pandemic. The company has decided to continue to look for a potential buyer for the business. In the interim, the company has taken steps to rationalize costs and operations of the business.

On an overall basis, NIIT achieved an operating revenue of Rs. 9,495 million, as compared to Rs. 8,892 million in the previous financial year, a growth of 7% YoY.

The EBITDA was Rs. 1,753 million, as compared to Rs. 852 million last year, up 106% YoY. The EBITDA margin improved 888 basis points YoY to 18% showing a remarkable recovery in a tough year.

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

Future Plans

Corporate Learning: Global corporate spending on L&D represents a USD 370 billion opportunity. With the penetration of training outsourcing at less than 5%, there is huge headroom for growth. Outsourcing has been going up driven by increasing complexity and organizations demand greater accountability for the L&D functions. Outsourcing also frees customers to focus on their core while improving both efficiency and effectiveness of learning.

Given the impact of Covid-19, spends on L&D have contracted in the near term across businesses, including for some of NIITs largest customers. These spends are expected to revert to normal over a period of time, as economic activity picks up post the pandemic. Also, as economies emerge from the slowdown companies are expected to seek reduction of fixed expenses and outsource non-core functions. Training is a potential area for greater penetration of outsourcing, driven by this move. As the situation stabilizes, NUT expects a big shift to outsourcing and is well positioned to benefit from this.

With consistent performance and industry leading growth in CLG over the last several years, NUT is ranked among the top 10 Global providers of Managed Training Services. With a strong balance sheet and availability of growth capital, NUT sees an opportunity to move up the leadership ladder. CLG plans to leverage its capability and experience to accelerate growth through large-sized annuity contracts. To achieve this, the Company plans sustained investments in innovation to create customer delight, in advisory services to drive thought leadership, and in sales & marketing to accelerate growth rates.

CLG will continue to explore inorganic opportunities to add new capabilities. The Company has been actively engaged with bankers to build a pipeline of potential acquisition targets in focus areas and is actively pursuing targets for investment. NUT is building a global platform for large comprehensive deals and seeking to invest in companies that bring new scalable capabilities as well as help penetrate desired customer segments

Skills & Careers: Covid-19 has created a significant discontinuity in the way education is delivered. NUT took agile and decisive actions to transition to digital learning. With continuing shift to Digital, the IT and BFSI sectors are expected to continue to see increasing demand for digital skills and therefore continue to offer a significant growth opportunity for NUT. With new products, business models, and strengthened leadership team along with strong brand, industrial scale delivery platform with proven outcomes and strong balance sheet, NUT is well positioned to accelerate Digital Talent Transformation for both individuals and Corporate customers. NUT plans to continue to invest in digital learning and deep skilling programs to scale the business.

Dividend

Your Directors have recommended a dividend of Rs. 2.50 per equity share (face value of Rs. 2 each) for the financial year ended March 31,2021, for the approval of the Members at the ensuing Annual General Meeting (AGM). The dividend, if approved, will be paid within 30 days of the AGM.

Transfer to Reserves

During the FY21,the Company has not transferred any sum to the General Reserve.

Material Changes and Commitments, If Any, Affecting the Financial Position of the Company

There have been no material changes and commitments affecting the financial position of the Company during FY21, other than those explained herein.

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

Share Capital

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

ESOP

During the year, the Company has allotted 836,583 equity shares to the eligible employees on the exercise of stock options granted under the NUT Employee Stock Option Plan 2005.

Buyback

Pursuant to the approval of the Board of Directors on December 24, 2020, and the approval of members through postal ballot on February 10, 2021, your Company made buyback of 9,875,000 fully paid-up equity shares of face value of Rs. 2 each, representing 6.978% of the issued and paid-up equity share capital of the Company as on March 31, 2020, on a proportionate basis, from the eligible members holding equity shares as on February 24, 2021 (the "record date"). The buyback was by way of tender offer through stock exchange mechanism in accordance with the provisions of Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018, the Companies Act, 2013 and rules made there under. The Company bought shares in buyback for cash at a price of Rs. 240 per equity share for an aggregate amount of Rs. 2,370 million (excluding fees, taxes, and expenses incurred in this regard). The buyback tender period was from April 12, 2021 to April 28, 2021. The shares bought back were extinguished on May 11,2021.

Subsidiaries, Joint Ventures and Associate Companies

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of each of the Companys subsidiaries, associates and joint venture companies are provided in the prescribed Form AOC-1, annexed herewith as "Annexure-A" forming part of this Report.

The list of Subsidiaries, Joint Ventures, and Associates of the Company, including the change (if any) during the year, is provided in Form AOC-1 and notes to the standalone financial statement of the Company.

During the year under review:

a) as part of steps for simplification and capacity rationalization, the wholly owned step down subsidiaries in NUT China (Shanghai) Limited, namely Chongqing NUT Education Consulting Limited was closed on January 20, 2021, which was earlier reported as under the process of closing; Wuxi NUT Information Technology Consulting Limited was closed on October 30, 2020 and NUT Wuxi Service Outsourcing Training School was closed on June 24, 2020.

b) Stackroute Learning Inc, USA was incorporated on December 29, 2020 as a wholly owned subsidiary of NUT (USA) Inc, USA, a wholly owned subsidiary of the Company.

Consolidated Financial Statement

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 ("the Listing Regulations"), the Consolidated Financial Statement of the Company are attached herewith, as prepared in accordance with the provisions of the Act.

Pursuant to the provisions of Section 136 of the Act, the audited financial statements of the Company (standalone and consolidated) along with the relevant documents and the audited accounts of each of its subsidiaries are available on the website of the Company, i.e., https://www.niit.com/ india/training/investors/Pages/financial-performance.aspx The same shall also be available for inspection by members upon request.

Directors

As per the provisions of Section 152 of theAct, Mr. Parappil Rajendran (DIN: 00042531) retires by rotation at the forthcoming AGM of the Company, who being eligible, offers himself for reappointment. The relevant details are provided in the Notice of the38th AGM.

The Board of Directors based on the recommendation of Nomination & Remuneration Committee, at its meeting held on June 4, 2021:

- approved the appointment of Ms. Avani Vishal Davda and Ms. Sangita Singh as Additional Directors (Non executive, Independent) of the Company with effect from June 5, 2021 each for a term of five years. The same is also recommended for approval of members at the forthcoming AGM by passing ordinary resolutions.

- recommended the appointment of Mr. Sapnesh Kumar Lalla, Chief Executive Officer of the Company as Director, for members approval. Post approval of members at the forthcoming AGM, he shall be

redesignated as Executive Director and Chief Executive Officer of NUT Limited. The appointment shall be for a period of 5 years from the date of approval by members at AGM.

- recommended the appointment of Mr. Udai Singh Pawar and Ms. Leher Vijay Thadani as Non-executive, Non independent directors of the Company for members approval at the forthcoming AGM. The appointment shall be effective from the date of approval by members at the AGM.

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

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

Further, in the opinion of the Board and on the basis of declaration of independence provided by the Independent Directors, they all fulfill the conditions specified in the Act and Rules made there under, read with the applicable regulations of Listing Regulations, for their appointment as Independent Directors of the Company and are independent of the management.

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

Key Managerial Personnel

As on March 31, 2021, the following officials were the "Key Managerial Personnel" of the Company in terms of provisions of the Act:

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

• Mr. Parappil Rajendran, Joint Managing Director

• Mr. Sapnesh Kumar Lalla, Chief Executive Officer

• Mr. Sanjay Mai, Chief Financial Officer (w.e.f. June 5, 2020)

• Mr. Deepak Bansal, Company Secretary

During the year under review, the Board of Directors at its meeting held on June 4, 2020, had appointed Mr. Sanjay Mai as Chief Financial Officer of the Company w.e.f. June 5, 2020, in place of Mr. Amit Roy, as part of succession planning.

Meetings of the Board

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

Board Evaluation

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

Inputs were received from the Directors, covering various aspects of the Boards functioning, such as the adequacy of the composition of the Board and its Committees, its effectiveness, ethics and compliances, the evaluation of the Companys performance, and internal control and audits. A separate exercise was carried out to evaluate the performance of individual Directors, including the Chairman of the Board, who were evaluated on parameters such as the level of engagement and contribution, effective participation in Board/Committee Meetings, independence of judgment, safeguarding the interest of the Company and its minority shareholders, providing expert advice to the Board, the Board Skills matrix, and contributing in deliberations while approving related party transactions.

Directors Responsibility Statement

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

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

b) the Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of FY21 and of the profit of the Company for that period;

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

d) the Directors have prepared the Annual Accounts on the going concern basis;

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

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

Secretarial Standards

The Directors state that the applicable mandatory Secretarial Standards, i.e., SS — 1: Secretarial Standard on Meetings of the Board of Directors and SS — 2: Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, have been followed bythe Company.

Statutory Auditors

S. R. Batliboi & Associates LLF^ Chartered Accountants, Gurugram (FRN 101049W/ E300004), were appointed as Statutory Auditors of the Company, for a term of 5 (five) consecutive years, at the AGM held on September 22, 2017. The requirement for the annual ratification of the auditors appointment at the AGM has been omitted pursuant to the Companies (Amendment) Act, 2017, notified on May 7, 2018. The Statutory Auditors have confirmed that they are eligible and qualified to continue as Statutory Auditors of the Company.

Statutory Auditors Report

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

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board appointed PI & Associates, Practicing Company Secretaries, as Secretarial Auditors to conduct secretarial audit of the Company for FY21. The Secretarial Audit Report for FY21 is annexed herewith as "Annexure B". The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Cost Accounts and Cost Auditors

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

Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Board appointed Ramanath Iyer and Co., Cost Accountants, as the Cost Auditors of the Company, for conducting the audit of cost records of products/services of the Company for FY21. The ratification of remuneration payable to the Cost Auditors is being sought from the members of the Company at forthcoming AGM.

Reporting of Frauds by Auditors

During the year under review, Statutory Auditors, Secretarial Auditors and Cost Auditors did not report any instances of fraud committed against the Company by its officers or employees as specified under Section 143(12) of the

Act. Hence, no detail is required to be disclosed under Sectionl34(3)(ca) of the Act.

Management Discussion and Analysis Report

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

Corporate Governance Report

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

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

Corporate Social Responsibility (CSR)

Pursuant to the requirements of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has a Corporate Social Responsibility (CSR) Committee. The details of the Committee are mentioned in the Corporate Governance Report, forming part of this Report. The CSR Policy of the Company is available on the website of the Company at https://www.niit.com/authoring/Documents/New-

Disclosures/CSR%20Policy%20w.e.f.%205.2.2021.pdf During the financial year 2020-21, the Company had spent Rs 3.10 million on CSR activity. In addition, the Company had also granted a donation of Rs. 10 million to provide preventive and support activities to the community in wake of theCovid-19 pandemic.

The Report on the CSR activities in prescribed format, approved by the CSR Committee on June 3, 2021 is given in "Annexure C", forming part of this Report.

Related Party Transactions

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a Related Party Transactions Policy for identifying, reviewing and approving transactions between the Company and the Related Parties, in compliance with the applicable provisions of the Listing Regulations, the Act and the Rules there under. 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. There was no material related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other related parties, which may have a potential conflict with the interest of the Company at large. All Related Party Transactions were approved by the Audit Committee and were also placed in the Board meetings as a good Corporate Governance practice.

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

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

Internal Financial Controls

A detailed note on the Internal Financial Controls system and its adequacy is given in the Management Discussion and Analysis Report, forming part of this Report. The Company has designed and implemented a process-driven framework for internal financial controls within the meaning of explanation to section 134(5)(e)of the Act. For FY21,the Board is of the opinion that the Company has sound Internal Financial controls commensurate with the nature and size of its business operations, wherein controls are in place and operating effectively.

The Companys risk management mechanism is detailed in the Management Discussion and Analysis report.

Statutory Committees

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

Statutory Policies/Codes

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

• Policy on Determination of Material Subsidiaries

• Policy on Determination of Materiality for Disclosure

• Policy on Related Party Transactions

• Nomination and Remuneration Policy

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

• Code of Practices and Procedures for Fair Disclosure of UPSI

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

• Archival Policy

• Whistle Blower Policy

• Code of Conduct

• Corporate Social Responsibility Policy

• Dividend Distribution Policy

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

Nomination and Remuneration Policy

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

Vigil Mechanism

Pursuant to the provisions of Sections 177(9) & (10) of the Act and Regulation 22 of Listing Regulations, the Company has established a vigil mechanism for directors and employees to report genuine concerns, as stated in the Corporate Governance Report.

Dividend Distribution Policy

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

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

Business Responsibility Report

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

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

a) Conservation of energy

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

b) Technology absorption

Your Company believes that in addition to a progressive thought, it is imperative to invest in research and development to ascertain future exposure and prepare for challenges. In its endeavour to obtain and deliver the best, your Company has entered into alliances/ tie-ups with major global players in the Information Technology industry to harness and tap the latest and best technology in its field, upgrade itself in line with the latest technology in the world, and deploy/ absorb technology wherever feasible, relevant, and appropriate. The key areas where technology has made an impact are marketing and customer acquisition, digital online learning delivery, and mobile app-based learning and engagement. In pandemic times, technology has been deployed to enable staff members to work securely from home or anywhere. Productivity platform, including a common collaboration platform has been implemented to ensure seamless work delivery and management.

c) Research and development

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

d) Foreign exchange earnings and outgo:

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

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

(ii) Total foreign exchange earned and used:

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

(Rs. Million)

Particulars FY 2020-21 FY 2019-20
Foreign Exchange Earnings 3,123.65 2,553.93
Foreign Exchange Outflow 549.48 374.68

Particulars of Loans, Guarantees or Investments

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

Annual Return

The Annual Return as required under Section 1 34 (3) read with 92(3) of the Act is available on the website of the Company at https://www.niit.com/indiaArainina/investors/ Pages/investor-information.aspx 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 Employees Stock Options Plan referred to in this Report

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

• Payment of remuneration or commission to Managing Director/ Joint Managing Director from any subsidiary

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

Public Deposits

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

Particulars of Employees

The statement containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), is given in "Annexure F", forming part of this Report.

Human Resources

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

A detail note is given in the Management Discussion and Analysis report, forming part of this Report.

Employee Stock Options

The Company established Employee Stock Option Scheme 2005 (ESOP 2005) with the objective of attracting and motivating employees by rewarding performance retaining the best talent. The aim is to develop a sense of ownership among the employees within the organization and to align your Companys stock option scheme with the best practice in the industry. The Nomination and Remuneration Committee has granted 1 5,1 5,000 Employee Stock Options (Grant #25) at Rs. 94.40 per option/share on July 10, 2020; 165,000 Employee Stock Options(Grant #26) at Rs. 127.65 per option/share on September 28, 2020;and 75,000 Employee Stock Options (Grant #27) at Rs. 1 74.20 per option/share on December 7, 2020 to the eligible employees under ESOP 2005.

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

Acknowledgement

The financial year 2020-21 was a tough period for the business and the industry due to the disruptions caused by the Covid-19 pandemic. The Directors wish to thank the Companys customers, business partners, vendors, bankers & financial institutions, all government & non-governmental agencies, and other business associates for their continued support. The Directors would like to take this opportunity to place on record their appreciation for the committed services and contributions made by the employees of the Company during the year at all levels despite continuing challenges posed by the pandemic and the changed working norms. In addition, the Directors thank the Governments of all countries where the Company has its operations. The Directors also acknowledge and appreciate the support and confidence reposed by the Companys shareholders. The Directors remain committed to enable the Company to achieve its long-term growth objectives in the coming years.

For and on behalf of the Board
Rajendra Singh Pawar
Place: Gurugram Chairman
Date: June 4, 2021 DIN: 00042516