NIIT Ltd Directors Report.

Dear NIIT Shareowner,

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

Financial Highlights

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

(Amount in Rs. million)

Consolidated

Standalone

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

*Refer note 37 of the Standalone & Consolidated Financial Statements.

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

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

Business Operations

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

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

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

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

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

Future Plans

Corporate Learning : Global corporate spending on Learning and Development (L&D) represents USD 370 billion opportunity. Currently, less than 5% of the spends are outsourced. With close to two-thirds of the spends on internal resources, there is a large headroom for growth. Outsourcing has been going up driven by increasing complexity, and organizations demand greater accountability for the L&D functions. Outsourcing also frees customers to focus on their core while improving both efficiency and effectiveness of learning.

Given the impact of Covid-19, spends on L&D have contracted in the near term across businesses, including for some of 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 the reduction of fixed expenses and outsource non-core functions. Training is a potential area for greater penetration of outsourcing, driven by this move. As the situation stabilizes, NIIT expects a big shift to outsourcing and is well positioned to benefit from this.

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

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

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

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

Over the last two years, the company has pivoted to digital learning, invested in new products, and strengthened the leadership team. With a trusted brand, a scalable learning delivery platform, proven methodologies that delivers superior outcomes for learners and a strong balance sheet, NIIT is well positioned to accelerate Digital Talent Transformation for both individuals and Corporate customers.

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

Dividend

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

Transfer to Reserves

The Company has not transferred any sum to the General Reserve for FY22 and it has utilized reserves and retained earnings for the purpose of buyback of equity shares in accordance with statutory provisions. Further Capital Redemption Reserve (equivalent to nominal value of the equity shares bought back) has been created out of retained earnings, in line with the requirement under the Companies Act 2013

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

There have been no material changes and commitments affecting the financial position of the Company during FY22, other than those explained herein.

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

Share Capital

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

ESOP

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

Buyback

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

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

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

Subsidiaries, Joint Ventures and Associate Companies

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of each of the 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:

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

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

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

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

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

Scheme of Arrangement

Your Board of Directors had, at its meeting held on January 28, 2022, approved Composite Scheme of Arrangement between NIIT Limited ("the Transferor Company" or "NIIT" or "the Company") and NIIT Learning Systems Limited (formerly known as Mindchampion Learning Systems Limited), a wholly owned subsidiary of the Company ("the Transferee Company" or "NLSL") and their respective shareholders and creditors ("the Scheme") as per the provisions of Sections 230-232 and any other applicable provisions of the Companies Act, 2013 ("the Act"), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("Listing Regulations"), and in terms of SEBI Circular No. SEBI/HO/CFD/DIL1/ CIR/P/2021/000000065 dated November 23, 2021. The said Scheme is subject to necessary statutory and regulatory approvals including the approval of the NCLT, the Securities and Exchange Board of India ("SEBI"), Stock Exchanges, and respective shareholders and creditors, if any, of each of the companies involved in the Scheme.

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

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

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

• the transfer and vesting of the Corporate Learning Group (CLG) Business Undertaking of the Transferor Company to the Transferee Company and the consequent issue of equity shares by the Transferee Company to the shareholders of the Transferor Company pursuant to Sections 230 to 232 and other relevant provisions of the Act in the manner provided for in the Scheme and in compliance with Section 2(19AA) of IT Act as elaborated in the Scheme;

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

• listing of the share capital of the Transferee Company, consisting of the fully paid-up equity shares of the Transferee Company issued as consideration in terms of this Scheme to the shareholders of the Transferor Company, on the National Stock Exchange of India Limited and the BSE Limited (Stock Exchanges) after the Scheme becomes effective post approval by the NCLT and filing with the Registrar of Companies RoC, in accordance with the provisions of the SEBI Circular, as elaborated in the Scheme; and

• various other matters consequential or otherwise integrally connected therewith.

Consolidated Financial Statement

Pursuant to Section 129 of the Act and Regulation 34 of the Listing Regulations, the Consolidated Financial Statement of the Company is attached herewith, as prepared in accordance with the provisions of the Act.

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

Directors

As per the provisions of Section 152 of the Act, M. Rajendra Singh Pawar (DIN: 00042516) and Mr. Vijay Kumar Thadani (DIN: 00042527) retire by rotation at the forthcoming Annual General Meeting ("AGM") of the Company, and being eligible, offer themselves for re-appointment. The relevant details are provided in the Notice.

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

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

- recommended to the members :

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

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

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

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

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

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

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

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

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

Key Managerial Personnel

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

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

• Mr. Parappil Rajendran, Joint Managing Director

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

• Mr. Sanjay Mal, Chief Financial Officer

• Mr. Deepak Bansal, Company Secretary

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

Meetings of the Board

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

Board Evaluation

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

Inputs were received from the Directors, covering various aspects of the 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 FY22 and of the profit & loss of the Company for that period;

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

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

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

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

Secretarial Standards

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

Statutory Auditors

Pursuant to the provisions of Section 139, 141, 142 and other applicable provisions of the Act (as amended from time to time), M/s. S. R. Batliboi & Associates LLP Chartered Accountants, Gurugram (FRN 101049W/ E300004) ["S. R. Batliboi"], were appointed by the members of the Company as Statutory Auditors of the Company for a term of five (5) consecutive years commencing from the conclusion of 34th AGM until the conclusion of 39th AGM. The term of S. R. Batliboi as Statutory Auditors shall expire at the conclusion of this 39th AGM of the Company.

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

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

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

Statutory Auditors Report

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

Secretarial Auditors

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

Cost Accounts and Cost Auditors

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

Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Board appointed Ramanath Iyer and Co., Cost Accountants, as the Cost Auditors of the Company, for conducting the audit of cost records of products/services of the Company for FY22. The ratification of remuneration payable to the

Cost Auditors is being sought from the members of the Company at the forthcoming AGM.

Reporting of Frauds by Auditors

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

Management Discussion and Analysis Report

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

Corporate Governance Report

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

Corporate Social Responsibility

Pursuant to the requirements of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has a Corporate Social Responsibility (CSR) Committee. The detail of the Committee is mentioned in the Corporate Governance Report, forming part of this Report. The CSR Policy of the Company is available on the website of the Company at https://www.niit.com/authoring/Documents/New-Disclosures/CSR%20Policy%20w.e.f.%205.2.2021.pdf.

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

The Report on the CSR activities in the prescribed format, approved by the CSR Committee on May 23, 2022, is given in "Annexure C", forming part of this Report.

Related Party Transactions

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

All Related Party Transactions entered into by the Company during the year were in the ordinary course of business and on an arms length basis. There was no material related party transaction made by the Company with Promoters, Directors, Key Managerial Personnel, or other related parties, which may have a potential conflict with the interest of the Company at large. All Related Party Transactions were approved by the Audit Committee and were also placed in the Board meetings as a good Corporate Governance practice.

A statement of all Related Party Transactions is presented before the Audit Committee on a quarterly basis, and prior/ omnibus approval is also obtained, specifying the nature, value and terms and conditions of the transactions.

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

Internal Financial Controls

A detailed note on the Internal Financial Controls system and its adequacy is given in the Management Discussion and Analysis Report, forming part of this Report. The Company has designed and implemented a process-driven framework for internal financial controls within the meaning of explanation to section 134(5)(e) of the Act. For FY22, the Board is of the opinion that the Company has sound Internal Financial controls commensurate with the nature and size of its business operations, wherein controls are in place and operating effectively.

The 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) and status of complaints is provided in the Corporate Governance Report, forming part of this Report.

Nomination and Remuneration Policy

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

Vigil Mechanism

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

Dividend Distribution Policy

Pursuant to the provisions of Regulation 43A of Listing Regulations, the 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/ NewDisclosures/Dividend%20Distribution%20 Policy.pdf.

Business Responsibility Report

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

Information Relating to Conservation of Energy, Technology Absorption, Research and Development,

Exports, and Foreign Exchange Earnings and Outgo:

a) Conservation of energy

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

b) Technology absorption

The Company believes that technological obsolescence is a reality. In its endeavour to obtain and deliver the best, your Company has entered into alliances/ tie- ups with major global players in the Information Technology industry to harness and tap the latest and best technology in its field, upgrade itself in line with the latest technology in the world, and deploy/ absorb technology wherever feasible, relevant, and appropriate. The key areas where technology has made an impact are marketing and customer acquisition, digital online learning delivery, and mobile app- based learning and engagement. In pandemic times, technology has been deployed to enable staff members to work securely from home or anywhere. A productivity platform, including a common collaboration platform has been implemented to ensure seamless work delivery and management. A personal Security Umbrella along with multifactor authentication has been implemented to further enhance security.

c) Research and development

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

d) Foreign exchange earnings and outgo:

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

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

(ii) Total foreign exchange earned and used:

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

(Rs. million)

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

Particulars of Loans, Guarantees, or Investments

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

Annual Return

The Annual Return as required under Section 134 (3) read with 92(3) of the Act is available on the website of the Company at https://www.niit.com/india/training/investors/ Pages/investor-information.aspx.

General

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

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

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

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

Public Deposits

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

Particulars of Employees

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

Human Resources

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

Employee Stock Options

The Company established Employee Stock Option Scheme 2005 (ESOP 2005) with the objective of attracting and motivating employees by rewarding performance, thereby retaining the best talent. The aim is to develop a sense of ownership among the employees within the organization and to align your Companys stock option scheme with the best practice in the industry. The Nomination and Remuneration Committee has granted 150,000 Employee Stock Options (Grant #28) at Rs. 187.85 per option/ share on June 3, 2021; 1,070,000 Employee Stock Options (Grant #29) at Rs. 264.25 per option/share on June 18, 2021; and 2,040,000 Employee Stock Options (Grant #30) at Rs. 310.20 per option/share on August 23, 2021 to the eligible employees under ESOP 2005.

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

Acknowledgment

The Financial year 2021-22 continued to be a tough period for the business and the industry due to the disruptions caused by the Covid-19 pandemic. The Directors wish to thank the 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

Chairman

DIN: 00042516

Place: Gurugram

Date: May 24, 2022