NIIT Ltd Directors Report.

Dear NIIT Shareowner,

Your Directors take pleasure in presenting the 37th Annual Report along with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2020.

Financial Highlights

The highlights of your Companys financial results for the financial year (FY) April 1, 2019, to March 31, 2020 (FY20) are as follows:

(Amount in Rs. Million)

Particulars Consolidated Standalone
FY 2019–20 FY 2018–19 FY 2019–20 FY 2018–19
Net Sales (Income from Operations) 8,892 8,653 4,009 3,778
Other Income 1,168 60 1,487 599
Total Income 10,060 8,714 5,496 4,377
Total Expenditure (before Depreciation) 8,246 8,061 3,730 3,793
Profit before Depreciation and Taxes 1,814 652 1,766 583
Depreciation and Amortization 598 329 350 231
Exceptional Items [Net Gain/(Loss)] 12,917 (4) 13,802 35
Net Profit/(Loss) before Tax & Share of Associates Profit & Non- controlling Interests & Loss from Discontinued Operations 14,133 319 15,218 387
Tax Expenses 556 271 1,440 12
Profit/(Loss) from Discontinued Operations* (305) (122) (94) (120)
Share of Associates Profit and Non-controlling Interests 3 939 - -
Net Profit/(Loss) 13,275 864 13,684 255
Basic EPS (Rs.) 82.87 5.18 85.42 1.53
Diluted EPS (Rs.) 82.40 5.14 84.94 1.52

*Refer Note 44 of the Consolidated Financial Statement and Note 36 of the Standalone Financial Statement.

Your Companys consolidated total income for FY20 is Rs. 10,060 million as against Rs. 8,714 million in the previous year and the net profit (after share of Associates Profit and Non-controlling Interests) is Rs. 13,275 million as against Rs. 864 million in the previous year.

The Companys total income for the year under review on a standalone basis is Rs. 5,496 million as compared to Rs. 4,377 million in the previous year, and the net profit is Rs. 13,684 million as compared to Rs. 255 million in the previous year.

Business Operations

The Corporate Learning Group (CLG) contributed 78% to NIITs consolidated revenue for FY20, as compared to 73% in FY19. The business grew 9% YoY to Rs. 6,913 million. On a constant currency basis, the growth was 10% YoY. The EBITDA grew 3% YoY to Rs. 931 million. The EBITDA margin was 13%, down 87 basis points YoY. In Q4 FY20, the revenue growth and margins were affected by the repercussions of Covid-19, which led to significant cancellations and deferrals of planned in-person instructor led learning events. The Company transitioned to work from home and digital learning to ensure continuity for its customers. During the year, the business added 14 new Managed Training Services (MTS) customers, including 5 additions in Q4 FY20. This is the highest ever addition for the CLG business, reaffirming the strong value proposition of NIITs products and services and the customers trust in NIIT. The business ended the year with 54 MTS customers, as compared to 46 at the end of the previous year. As of March 31, 2020, the Revenue Visibility stood at USD 263 million versus USD 245 million at the end of the previous year. NIITs Skills & Careers Group (SNC) contributed 22% to NIITs revenue for the year. SNC achieved revenue of Rs. 1,979 million in FY20, as compared to Rs. 2,329 million last year. Covid-19 restrictions impacted the business severely in Q4 FY20, leading to a sharp impact on the EBITDA. As a result, the business ended the year with a negative EBITDA of Rs. 35 million, as compared to a positive EBITDA of Rs. 65 million in the first 9 months of FY20 and Rs. 89 million in FY19.

Lockdowns and Covid-related restrictions in Q4 led to school closures during March 2020. Q4 is the top quarter for sales for the Schools business, ahead of the next academic cycle. The restrictions had a significant impact on the performance of Q4 and therefore on revenue and profits for the entire year. The business had been impacted in the past by uncertainty due to government regulations. While the current environment has created an opportunity for K-12 focused Edtech players for using technology to aid and complement formal school education, addressing this opportunity would require disproportionate investments and attention from management. In view of the low contribution of the Schools business to NIITs revenue, the Company decided to divest the current Schools business to allow release of management bandwidth as well as direct its capital allocation on the larger two businesses of Corporate Learning and Skills & Careers. The school business resides in a wholly owned subsidiary, MindChampion Learning Systems Limited (MLSL). Consequently, net result of MLSL have been reported as a separate line below operating result as loss from discontinued operations.

On an overall basis, NIIT achieved an operating revenue of Rs. 8,892 million, as compared to Rs. 8,653 million in the previous financial year, a growth of 3% YoY. The revenue growth, excluding defocused businesses, was 5% YoY.

The EBITDA was Rs. 852 million, as compared to Rs. 938 million last year, down 9% YoY. The EBITDA margin declined 126 basis points YoY to 10%. The revenue growth and the EBITDA for the year were impacted due to Covid-19. In Q4 FY20, the revenue declined 4% YoY to Rs. 2,112 million while the EBITDA was Rs. 31 million, as compared to Rs. 189 million in Q4 FY19.

Future Plans

Corporate Learning: Global corporate spending on L&D represents a USD 300 billion opportunity. With the penetration of training outsourcing at less than 5%, there is huge headroom for growth. Presently, a large proportion of the spending is on in-house resources or on insourcing. However, there has been an increasing trend toward outsourcing, as training is becoming increasingly complex. Outsourcing frees customers to focus on their core while improving both efficiency and effectiveness of learning. Given the impact of Covid-19 related lockdown on businesses, spends are likely to contract in the near term. However, considering 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. This is visible in increased conversations about outsourcing. As the situation stabilizes, NIIT expects a big shift to outsourcing and is well positioned to benefit from this.

NIIT is ranked among the top 10 global providers of Managed Training Services. Among the top providers, NIIT has the most consistent track record of growth and is focused on the segment. With a strong balance sheet and availability of growth capital, NIIT 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 to continue sustained investments in innovation to create customer delight, in advisory services to drive thought leadership, and in sales & marketing to accelerate growth rates.

The full year impact of the contract with Real Estate Council of Ontario (RECO) and other contracts won in FY20 are expected to help in recovery in the near term. CLG expects to drive operational improvement through product mix change in favor of higher margin services and through productivity improvement in delivery operations. A shift to Virtual Instructor Led Training (VILT) is favorable for the overall margins of the business due to savings in premise-related and travel costs. CLG will continue to explore inorganic opportunities to add new capabilities. The Company has been working with bankers to build a pipeline of potential acquisition targets in identified areas and is actively engaged in the evaluation of such companies. The identified areas include companies with expertise in Augmented Reality/Virtual Reality as well as Transformation Services in focus verticals. NIIT is building a global platform for large comprehensive deals.

Skills & Careers: The IT and BFSI markets continue to offer a significant growth opportunity for NIIT; and with new products, business models, and strengthened leadership team, NIIT is well positioned and remains a leading player in the country for graduates seeking to improve employability for jobs in these industries. NIIT will continue to increase focus on deep skilling as compared to entry level skills. The Company expects StackRoute and TPaaS offerings to remain the key drivers of growth for the business. Covid-19 has created a significant discontinuity in the way education is and will be delivered. NIIT considers this as an opportunity to accelerate the transformation of its Career Education Business and take leadership in delivering deep skills using the NIIT Digital Platform. This includes Student Acquisition, Academic Delivery, Student Services, Alumni Engagement, Industry Engagement and Placement. In FY21, NIIT plans to continue investing in resources to achieve this transformation, including investments in ramping up the digital learner acquisition and in marketing automation tools.

NIIT has been the able to scale up online learning delivery seamlessly for its existing customers as well as new customers. All direct enrollments for the Skills & Careers business are exclusively for NIIT Digital since April, 2020. The Company shall honour all commitments made to existing learners who had enrolled in the NIIT centers prior to the lockdown and ensure completion of delivery of programs over the next few months. The learners preferring face-to-face learning shall continue to enroll at centers owned and operated by NIIT Licensees after the lockdown is withdrawn. The learners enrolling at these centers will be able to avail the benefit of existing services provided by the NIIT ecosystem as well as the online resources provided through NIIT Digital to enrich their learning experience. NIIT remains committed to the success of students as well as its delivery partners. While Covid-19 lockdowns may impact student acquisition volumes and therefore revenues in FY21, NIIT expects to regain growth in the coming years due to the transition to NIIT Digital.

Dividend

Your Directors, on February 19, 2020, declared an interim dividend of Rs. 8 per equity share (face value of Rs. 2 each) for the financial year ended March 31, 2020. The interim dividend was paid to the shareholders whose names were on the register of members as on March 3, 2020, being the record date fixed for this purpose.

Further, your Directors have also recommended a final dividend of Rs. 2 per equity share (face value of Rs. 2 each) for the financial year ended March 31, 2020, for the approval of the Members at the ensuing Annual General Meeting (AGM). The final dividend, if approved, will be paid within 30 days of the AGM.

Transfer to Reserves

The Company has not transferred any sum to the General Reserve for FY20 (excluding, as required, statutorily for the purpose of buyback), and it has utilized reserves and retained earnings for the purpose of buyback of equity shares in accordance with statutory provisions.

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 FY20, 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 960,509 equity shares to the eligible employees on the exercise of stock options granted under the NIIT Employee Stock Option Plan 2005.

Buyback

Pursuant to the approval of the Board of Directors on August 10, 2019, and the approval of shareholders through postal ballot on October 3, 2019, your Company made the maiden share buyback of 26,800,000 fully paid-up equity shares of face value of Rs. 2 each (equity shares), representing 15.998% of the issued and paid-up equity share capital of the Company as on June 30, 2019, on a proportionate basis, from the eligible shareholders holding equity shares as on October 18, 2019 (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, 1998, the Companies Act, 2013 and rules made thereunder. The Company bought shares in buyback for cash at a price of Rs. 125 per equity share for an aggregate amount of Rs. 3,350 million (excluding fees, taxes, and expenses incurred in this regard). The buyback process was completed on December 23, 2019, by the extinguishment of shares bought back and by reducing the issued and paid-up capital of the Company in compliance with applicable laws and regulations.

Subsidiaries, Joint Ventures and Associate Companies

The list of Subsidiaries, Joint Ventures, and Associates of the Company, including the change (if any) during the year, is provided in Note no. 31 of the standalone financial statement of the Company.

During the year under review: a) The Company had executed a Share Purchase Agreement (SPA) on April 6, 2019, with Hulst B.V. (Purchaser) and NIIT Technologies Limited (NTL) for the sale of its entire shareholding, comprising 14,493,480 equity shares of Rs. 10 each in the equity share capital of NTL, to Purchaser at Rs. 1,394 per equity share, for an aggregate consideration of Rs. 20,204 million as per the terms and conditions stated in the SPA. The Company on May 17, 2019, transferred its entire shareholding in NTL to the Purchaser in accordance with the terms and conditions of the SPA in an Off-Market Trade and received the full consideration of Rs. 20,204 million against the transfer of the said shareholding. Thereafter, NTL ceased to be an associate of the Company.

The Company also ceased to be the Promoter or a part of the Promoter Group of NTL, after completion of procedural formalities by NTL under Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations). b) The Company had entered into a Share Purchase Agreement on August 10, 2019, with Genpact Consulting (Singapore) Pte Ltd, the joint venture partner (Genpact), and NIIT Institute of Process Excellence Limited, the joint venture/subsidiary company (NIPE), to acquire the entire equity shareholding held by Genpact, comprising 5,500,000 equity shares of Rs. 10 each, constituting 25% of the aggregate issued and paid-up share capital of NIPE for an aggregate consideration of Rs. 55 million. The equity shares were transferred in the name of the Company on October 16, 2019, and NIPE became a wholly owned subsidiary of the Company. c) Subsequently, to simplify operations, rationalize low return and capital intensive businesses and conserve the management and administrative resources, the following steps were taken: o The Company accepted the transfer of business, contractual obligations, and all assets (excluding cash) & liabilities by NIPE to service NIPE customers and grow the business. o NIIT Yuva Jyoti Limited (NYJL) had not been pursuing new skill contracts due to low returns and decided to discontinue its operations as part of rationalization. The Company also accepted the transfer of contractual obligations (including placement, collection, and closure responsibility) and all assets & liabilities by NYJL for the completion of continuing commitments. Further, the Company approved the proposal of voluntary liquidation of NIPE and NYJL on February 19, 2020, as the shareholder of NYJL and NIPE, in accordance with the applicable laws. d) As part of steps for simplification and capacity rationalization, the wholly owned stepdown subsidiaries in China, namely, Zhangjiagang NIIT Information Services Limited has been closed down and Chengmai NIIT Information Technology Company Limited and Chongqing NIIT Education Consulting Limited are under the process of closing.

e) In order to sharpen focus on two larger businesses of Corporate Learning and Skills & Careers, the Board of Directors have approved the divestment of its Schools Learning business to a strategic or financial partner by way of sale of shareholding of the Company in MLSL, or in any other appropriate manner. 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.

Consolidated Financial Statement

Pursuant to Section 129 of the Act and Regulation 34 of the Listing Regulations, the Consolidated Financial Statements 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., http://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, Mr. Vijay Kumar Thadani (DIN: 00042527) 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 to the 37th AGM.

The Board, based on the recommendation of Nomination and Remuneration Committee, at its meeting held on May 25, 2019, appointed Mr. Ashish Kashyap as an additional independent director, not being liable to retire by rotation, for a term of 3 consecutive years, commencing from June 1, 2019 to May 31, 2022, which was also approved by the Members of the Company by passing an ordinary resolution at their 36th AGM held on August 13, 2019.

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 Mr. Anand Sudarshan, Ms. Geeta Mathur, Mr. Ravinder Singh, and Mr. Ashish Kashyap, the Independent Directors 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, 2020, the following officials were the "Key Managerial Personnel" of the Company in terms of provisions of the Act:

Mr. Vi jay K Thadani - Vice Chairman & Managing Director

Mr. P Rajendran - Joint Managing Director

Mr. Sapnesh Kumar Lalla - Chief Executive Officer

Mr. Amit Roy - Chief Financial Officer

Mr. Deepak Bansal - Company Secretary

After the close of FY20, the Board had appointed Mr. Sanjay Mal 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, nine (9) Board Meetings were convened and held. The intervening gap between the two meetings was within the period prescribed under the Act and Listing Regulations. For further details, please refer to the Corporate Governance Report, forming part of this Report.

Board Evaluation

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

A structured evaluation form was administered after taking into consideration the inputs 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 FY20 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 by the Company.

Statutory Auditors

S. R. Batliboi & Associates LLP, 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, Company Secretaries, as Secretarial Auditors to conduct secretarial audit of the Company for FY20. The Secretarial Audit Report for FY20 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 FY20. The ratification of remuneration payable to the Cost Auditors is being sought from the members of the Company at the ensuing 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, as prescribed under 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 as per 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 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. The Report on the CSR activities is given in "Annexure C" forming part of this Report, approved by the CSR Committee on June 3, 2020.

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 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, are given in the prescribed Form No. AOC 2 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 FY20, 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.

Statutory Committees

The details of the Committees of the Board, viz., the Audit Committee, the Nomination & Remuneration Committee, the Corporate Social Responsibility Committee, and the Stakeholders Relationship 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.

On the basis of market capitalization as on March 31, 2020, the Company falls in the top 500 listed entities and the Board of Directors constituted the Risk Management Committee on June 4, 2020, in accordance with the provisions of Regulation 21(5) of Listing Regulations. The Companys existing mechanism of risk management is detailed in the Management Discussion and Analysis 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

On the basis of market capitalization as on March 31, 2020, the Company falls in the top 500 listed entities and the Board of Directors approved the Dividend Distribution Policy on June 4, 2020, in accordance with the provisions of Regulation 43A of Listing Regulations. The Policy is enclosed as "Annexure E" 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

The Listing Regulations as amended w.e.f. December 26, 2019, has mandated Business Responsibility Statement (BRR) as part of the Annual Report for the top 1,000 listed companies based on market capitalization. As per amended 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.

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.

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., with a 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 2019–20 FY 2018–19
Foreign Exchange 2,553.93 2,075.50
Earnings
Foreign Exchange 374.68 352.44
Outflow

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees or Investments 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 attached herewith as "Annexure F". The same is available on the website of the Company and can be accessed 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 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 operations 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 G", 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. 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 and 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 420,000 Employee Stock Options (Grant #24) at Rs. 99 per option/ share in July 2019 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 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. In addition, the Directors thank the Governments of other countries where the Company has its operations. The Directors also acknowledge and appreciate the support and confidence of the Companys shareholders and remain committed to enabling the Company to achieve its growth objectives in the coming years.