The Directors have pleasure in presenting the 24^th Annual Report
of the Company together with the audited standalone and
consolidated financial statements for the financial year ended
March 31,2026.

Financial Highlights

The key financial highlights of the Company for the financial year
ended March 31, 2026 (“Financial Year 2025-26” / “FY26”) are as
follows:

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

On a consolidated basis, the Company’s revenue from operations
for FY26 stood at Rs. 19,520 million, as compared to Rs. 16,533
million in the previous financial year. The consolidated profit after
tax for FY26 was Rs. 2,477 million, as against Rs. 2,275 million in
the previous financial year.

On a standalone basis, the Company’s revenue from operations
for FY26 was Rs. 5,319 million, as compared to Rs. 4,835 million in
the previous financial year. The standalone profit after tax for FY26
amounted to Rs. 1,046 million, as against a profit of Rs. 1,287
million in the previous financial year.

Business Operations

FY26 unfolded in a dynamic global environment. Enterprises
remained focused on measurable outcomes and cost-efficient,
technology-led delivery. In NLSL’s core markets of North America
and Europe, structural demand for outsourcing and workforce
transformation continued to strengthen, as organisations prioritised
cost agility, productivity, and scalable delivery models. Against this
backdrop, your Company continued to deliver industry-leading
growth and profitability, underpinned by its differentiated operating
model, strong customer relationships, and focus on measurable
business outcomes.

During the year, the business added 21 new logos, secured four
scope expansions and 12 contract renewals. At the close of FY26,
NLSL served 110 MTS customers, with the top 5 customers
contributing 32% of revenues, the top 10 contributing 50%, and
the top 20 contributing 69%. Revenue visibility at year-end was
USD 459 million. The Company expanded its footprint within
existing accounts and leveraged its scale and expertise to grow
wallet share.

For FY26, the Company delivered revenue of Rs. 19,520 million,
up 18% year-on-year (11% in constant-currency terms), inclusive
of contributions from the two acquisitions completed during the
year. EBITDA for the year was Rs. 3,957 million, up 5% over
FY25, representing a margin of 20.3%. Margins were lower than
FY25 (22.8%) due to normalisation of business mix following
completion of a large North American real estate training contract,
together with planned investments in sales and marketing
and new capabilities including AI, partially offset by improved
utilisation, Al-led productivity gains, and operating leverage. NLSL
continued to invest in strengthening its capabilities, particularly in
Generative AI (GenAI), which is being deployed to deliver scalable,
hyper-personalised learning solutions with improved efficiency
and enhanced outcomes, with AI-enabled revenue growing to
approximately 13% of quarterly revenue by Q4 FY26.

During the year, the Company also completed two strategic
acquisitions: MST Group (Munich, Germany), a leading managed
learning services provider in the DACH region, and SweetRush Inc.
(San Francisco, USA), a specialist in immersive, XR-based and AI-
enabled learning experiences, broadening its solutions portfolio
and geographic footprint across the US and Europe.

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

Future Plans

The annual spending on corporate training is estimated to be
around USD 400 billion. However, outsourcing of proprietary
training remains underpenetrated, with external spending on
learning services at less than USD 10 billion per annum, under
3% of overall L&D spend, providing significant long-term growth
potential for specialist providers such as NLSL. Adoption of
outsourcing is being accelerated by the increasing complexity
of training requirements, heightened demand for measurable
ROI from L&D investments, and the shift by enterprises towards
variable-cost delivery models.

The underlying demand drivers for NLSL’s services remain
strong and structural. The World Economic Forum’s Future of
Jobs 2025 report notes that 63% of global companies cite skills
gaps as a key challenge, while 85% plan to increase workforce
upskilling investment. Skills gaps, regulatory change, and rapid
technological advances, particularly the adoption of AI in learning,
are prompting global corporations to seek agile, scalable, and
outcome-driven solutions. Your Company’s proven capability
stack, differentiated consulting expertise, and strong track record
in delivering measurable learning outcomes position it to capture a
growing share of this expanding market. With ongoing investments
in GenAI, immersive learning, and advisory services, and with
recognition at pole position in AI for Learning in the Fosway 9-Grid
and as a Strategic Leader in Managed Learning Services by
NelsonHall NEAT, the Company is building a future-ready portfolio.

Building on the successful acquisitions of MST Group and
SweetRush during FY26, and the earlier integration of St. Charles
Consulting Group, your Company plans to continue its inorganic
growth agenda to add new capabilities, penetrate desired customer
segments, and strengthen presence in select geographies. This
will be pursued alongside a balanced organic growth strategy
focused on new customer acquisition, expansion within existing
accounts, and further strengthening of global delivery capabilities.

With a robust balance sheet, a strong net cash position, healthy
revenue visibility, and enduring customer relationships, NLSL
aims to sustain industry-leading growth and profitability over the
medium to long term, while continuing to invest in innovation,
thought leadership, and global sales and marketing to drive large-
scale, comprehensive engagements.

Dividend

The Board of Directors has recommended a dividend of Rs. 3.25
per equity share for FY26, for approval of the Members at the
ensuing Annual General Meeting (“AGM”). Upon approval, the
dividend shall be paid within 30 days from the date of the AGM,
in accordance with the provisions of the Companies Act, 2013
(hereinafter referred to as “the Act”).

Transfer to Reserves

The Company has not transferred any amount to the General
Reserve for FY26.

Share Capital

During the Financial Year 2025-26, there was no change in the
Authorised Share Capital of the Company. 1,395,090 equity
shares were allotted during the year pursuant to the exercise of
stock options granted under the NLSL Employee Stock Option
Plan 2023-0, in accordance with the Composite Scheme of
Arrangement.

The Corporate Governance Report forming part of this Report
provides details of the shareholding pattern of the Company,
equity shares and unpaid / unclaimed dividends transferred to the
Investor Education and Protection Fund, as well as equity shares,
if any, lying in the Suspense Account.

The equity shares of the Company continue to be listed on the
National Stock Exchange of India Limited (NSE) and BSE Limited
(BSE), and the annual listing fees for the Financial Year 2026-27
have been paid to both the Stock Exchanges within the stipulated
time.

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

There were no material changes or commitments affecting
the financial position of the Company during FY26, except as
disclosed elsewhere in this Report. Further, there was no change
in the nature of the Company’s business during the year.

Subsidiaries, Joint Ventures and Associate Companies

Pursuant to the provisions of Section 129(3) of the Act, a statement
containing the salient features of the financial statements of the
Company’s subsidiaries is provided in the prescribed Form AOC-
1, which is annexed hereto as “Annexure A” and forms part of
this Report. A consolidated analysis of the overall performance of
the Company and its subsidiaries is presented in the Management
Discussion and Analysis, which also forms part of this Report.

The list of subsidiaries of the Company is set out in Form AOC-1
and also disclosed in the notes to the financial statements of the
Company.

NIIT (Ireland) Limited, a wholly owned subsidiary of the
Company, acquired 100% shareholding of MST Investment
Holding GmbH, Germany, along with its subsidiaries
(collectively referred to as the “MST Group”), on July 9,
2025 for an aggregate consideration of EUR 22.37 million
comprising of purchase of 100% equity for EUR 15.35 million
and takeover of existing loans for EUR 7.02 million, subject to
adjustments as per terms of definitive agreements.

Founded in 2009 and headquartered in Munich, Germany,
MST Group is a leading provider of managed learning services
in the DACH region (Germany, Austria and Switzerland)
and serves marquee customers across the automotive,
industrial and energy sectors. The acquisition is aligned with
the Company’s stated strategy of driving growth through
targeted investments aimed at building new capabilities,
expanding geographic presence and deepening penetration
in high-potential customer segments.

The acquisition strengthens the Company’s footprint in one
of Europe’s fastest-growing regions, enhances its presence
in the automotive and industrial market segments, and
augments its managed learning services portfolio through the
addition of QuickStart Learning Academy capabilities. The
inclusion of Hungary as a near-shore capability centre further
enables the Company to deliver onsite, multilingual learning
solutions to its global clients.

MST Investment Holding GmbH has following wholly owned
direct and step-down subsidiaries:

• Direct subsidiary: MST Holding GmbH

• Step down subsidiaries (Subsidiaries of MST Holding
GmbH):

• MST Group GmbH

• MST Shanghai Co. Ltd.

• MST South Carolina Inc. (an inoperative entity,
voluntarily dissolved with effect from February
12, 2026, to streamline and simplify the corporate
structure)

• MST UK Ltd. (an inoperative entity, voluntarily
dissolved with effect from March 3, 2026, to
streamline and simplify the corporate structure).

• MST Switzerland GmbH (an inoperative entity, which
had been under voluntary striking-off prior to the
acquisition, stood dissolved on February 25, 2026).

NIIT (USA), Inc., a wholly owned subsidiary of the Company,
acquired 100% shareholding of SweetRush Inc., along with
its subsidiary, on January 9, 2026 for an aggregate purchase
price up to USD 26 million including earnout amount payable
over the next five years based on its performance, subject to
adjustments as per terms of definitive agreements.

Founded in 2001 and headquartered in San Francisco,
USA, SweetRush is a recognised leader in strategic training
interventions and high-end custom learning solutions for
Fortune 1000 enterprises and professional associations. The
acquisition is in line with NLSL’s growth strategy focused
on capability enhancement, geographic expansion and
penetration of attractive market segments.

The acquisition brings together SweetRush’s custom,
AI-enabled, human-centred learning experience design
capabilities with NLSL’s global scale in managed learning
services. SweetRush is known for its award-winning strategic
learning interventions, certification-oriented content and
expanding talent solutions offerings, while NLSL’s contributes
a comprehensive, AI-enabled Managed Learning Services
platform servicing Global 1000 enterprises, enabling
measurable learning outcomes and optimized learning
investments.

SweetRush Inc. has a wholly owned subsidiary, 3-102-812005
Sociedad de Responsabilidad Limitada, based in Costa Rica.

Consequent to these acquisitions, MST Investment Holding
GmbH, SweetRush Inc., and their respective subsidiaries became
step-down subsidiaries of the Company.

Financial Statements

Pursuant to the provisions of Section 129 of the Act and Regulation
34 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
as amended from time to time (“hereinafter referred to as Listing
Regulations”), the Audited Consolidated Financial Statements
of the Company, prepared in accordance with the applicable
provisions of the Act, are attached alongwith Audited Standalone
Financial Statements and form part of this Annual Report.

In accordance with the provisions of Section 136 of the Act, the
Audited Standalone and Consolidated Financial Statements of
the Company, along with the relevant documents and accounts
of each of its subsidiaries, audited wherever applicable/available,
are hosted on the Company’s website at:https://www.niit.com/
regulation46-of-the-lodr/. These documents shall also be made
available for inspection by the Members upon request.

Directors

There was no change in the composition of the Board of Directors
of the Company during the period under review.

In accordance with the provisions of Section 152 of the Act,
Mr. Rajendra Singh Pawar (DIN: 00042516) and Mr. Vijay Kumar
Thadani (DIN: 00042527), Directors of the Company, are retiring
by rotation at the ensuing AGM and, being eligible, have offered
themselves for re-appointment. The relevant details relating
to their re-appointment are provided in the Notice of the AGM.
Based on the evaluation and recommendation of the Nomination
and Remuneration Committee, the Board of Directors has
recommended their re-appointment to the Members for their
approval.

The Board is appropriately structured and comprises Executive,
Non-Executive and Independent Directors, with an optimum
balance of diversity in terms of skills, experience, domain
expertise, age, gender and geographic exposure, in line with the
Company’s governance philosophy and the requirements of the
Listing Regulations.

The Company has received declarations from all the Independent
Directors confirming that they meet the criteria of independence
as prescribed under Section 149 of the Act and the Listing
Regulations. Based on the declarations received and in the opinion
of the Board, all the Independent Directors fulfil the conditions
specified under the Act, the rules made thereunder and the Listing
Regulations, and continue to be independent of the management.

All Independent Directors have registered themselves with the
Indian Institute of Corporate Affairs (IICA) for inclusion of their
names in the databank of Independent Directors, pursuant to
Rule 6(1) of the Companies (Appointment and Qualification of
Directors) Rules, 2014, and have confirmed compliance with the
other applicable requirements under the said Rules.

Meetings of the Board

During the Financial Year 2025-26, eight meetings of the Board
of Directors were held. The interval between any two consecutive
Board meetings was within the limits prescribed under the Act
and the Listing Regulations. Further details relating to the Board
meetings are provided in the Corporate Governance Report, which
forms part of this Report.

Board Evaluation

In accordance with the provisions of the Act and the Listing
Regulations, a structured evaluation framework is in place for
assessing the performance of the Board, its Committees, and
individual Directors, including the Chairperson. The evaluation
process is conducted annually and is designed to ensure effective
governance and the continuous improvement of Board functioning.

The performance evaluation of the Board and its Committees
covers, inter alia, aspects such as the adequacy and composition
of the Board, frequency and effectiveness of Board and Committee
meetings, quality and timeliness of information made available,
effectiveness of deliberations, oversight of the Company’s strategy
and performance, ethical standards, compliance framework, and
adequacy of internal control and audit mechanisms.

A separate evaluation was carried out for the performance of
individual Directors, including the Chairperson. The evaluation
criteria included parameters such as level of engagement and
contribution, preparedness and participation in Board and
Committee meetings, independence and quality of judgement,
ability to provide strategic and expert guidance, safeguarding
of the interests of the Company and its minority shareholders,
alignment with the Board’s skills matrix, and contribution to
deliberations on key matters, including related party transactions.

The evaluation process was completed through structured
feedback and inputs from the Directors, and the Board noted
that the overall performance of the Board, its Committees and
individual Directors continued to be effective and aligned with the
Company’s governance objectives.

Directors’ Responsibility Statement

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

• In the preparation of the annual financial statements, the
applicable Indian Accounting Standards have been followed,
along with proper explanation relating to any material
departures, if any;

• The Directors have selected such accounting policies and
applied them consistently and have made judgements and
estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as at
March 31,2026 and of the profit and loss of the Company for
the financial year then ended;

• The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance

with the provisions of the Act for safeguarding the assets of
the Company and for preventing and detecting fraud and
other irregularities;

• The Directors have prepared the annual financial statements
on a going concern basis;

• 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 during
the year;

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

The Directors further confirm that the Company has complied with
the applicable mandatory Secretarial Standards, namely SS 1:
Secretarial Standard on Meetings of the Board of Directors and
SS 2: Secretarial Standard on General Meetings, issued by the
Institute of Company Secretaries of India.

Key Managerial Personnels

The following image provides details of the Key Management
Personnel of the Company in terms of the provisions of the Act,
which remained unchanged during the year under review.

Statutory Auditors

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

The Auditors’ Reports on the standalone and consolidated
financial statements of the Company for FY26 do not contain any
qualification, reservation, adverse remark or disclaimer. The notes
to the financial statements referred to in the Auditors’ Reports are
self-explanatory and do not call for any further comments.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read
with Regulation 24A of the Listing Regulations, the Board of
Directors at its meeting held on May 14, 2025, had approved the
appointment of M/s. PI & Associates (Firm Registration Number
P2014UP035400) as the Secretarial Auditors of the Company
for a term of five consecutive financial years, commencing from
April 1, 2025 and concluding on March 31, 2030. The said
appointment was approved by the Members at the AGM held on
September 24, 2025.

The Secretarial Audit Report for FY26 is annexed as “Annexure
B” and forms an integral part of this Report. The said report does
not contain any qualification, reservation, adverse remark or
disclaimer.

The Company did not have any material unlisted Indian subsidiary
during FY26 in terms of the Listing Regulations. Accordingly, the
provisions of Regulation24A of the Listing Regulations relating to
secretarial audit of such subsidiaries were not applicable to the
Company for the year under review.

The Secretarial Auditors continue to be eligible and qualified to
hold office in accordance with the provisions of the Act and the
Listing Regulations.

Cost Auditors

The Company has maintained cost accounts and records 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
of Directors had appointed M/s. Ramanath Iyer and Co., Cost
Accountants (Firm Registration Number: 000019), as the Cost
Auditors of the Company for conducting the audit of the cost
records of the Company’s products and services for FY26. The
remuneration payable to the Cost Auditors is subject to ratification
by the Members at the ensuing AGM.

The due date for filing the Cost Audit Report of the Company for
the financial year ended March 31,2025 was September 30, 2025.
The Cost Audit Report was filed on September 2, 2025 which did
not contain any qualification, reservation or adverse remark.

Reporting of Frauds by Auditors

During FY26, the Statutory Auditors, Secretarial Auditors and
Cost Auditors have not reported any instance of fraud committed
against the Company by its officers or employees, as specified
under the provisions of Section 143(12) of the Act.

Accordingly, no disclosure is required under Section 134(3)(ca) of
the Act.

Management Discussion and Analysis Report

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

Business Responsibility Sustainability Report

We are pleased to present the Business Responsibility and
Sustainability Report (“BRSR”) of the Company for FY26. The
Report has been prepared in accordance with the framework and
format prescribed under the Listing Regulations, and forms an
integral part of this Report.

The BRSR has been developed in alignment with the nine
principles of the National Guidelines on Responsible Business
Conduct (NGRBC) issued by the Ministry of Corporate Affairs,
Government of India, and reflects the Company’s continued
commitment to responsible business conduct and transparent
disclosure of its environmental, social and governance (“ESG”)
practices. During the year, the Company further strengthened its
reporting framework, systems, and internal processes to ensure
accurate and consistent BRSR disclosures. We published our first
Sustainability Report for FY25, showcasing our commitment and
dedication towards environmental actions, social and corporate
responsibility, to responsible growth and long-term value creation.
This report highlights our strategic vision, mission, the initiatives
we have taken and the progress we have made in advancing our
sustainability objectives. The said sustainability report is available
on the Company’s website.

The Company firmly believes that sustainable and inclusive growth
is anchored in strong environmental and social responsibility,
supported by robust governance practices. The BRSR highlights
the Company’s ongoing efforts to embed a balanced and
integrated approach to ESG principles across its operations,
reaffirming its commitment to transparency, accountability and
proactive engagement with stakeholders. We have voluntary
undertaken reasonable assurance of the BRSR Core and obtained
Assurance Report from Intertek India Private Limited.

Corporate Governance Report

Your Company continues to comply with the Corporate
Governance requirements prescribed by the Listing Regulations
and remains firmly committed to maintaining the highest standards
of Corporate Governance.

The Company has complied with all the mandatory Corporate
Governance requirements as stipulated under the Listing
Regulations and the Corporate Governance Report is presented
as a separate section and forms an integral part of this Report. A
Certificate from the Secretarial Auditors, confirming compliance
with the conditions of Corporate Governance as specified under
Part E of Schedule V of the Listing Regulations, is also annexed to
the said Corporate Governance Report.

Corporate Social Responsibility

Pursuant to the provisions of Section 135 of the Act read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014,

the Company has constituted a Corporate Social Responsibility
(“CSR”) Committee. The composition and other details of the CSR
Committee are provided in the Corporate Governance Report,
which forms part of this Report. The CSR Policy of the Company
is available on the Company’s website at:https://info.niit.com/
hubfs/section46-of-the-lodr/code-of-conduct-policies/CSR%20
Policy.pdf

During FY26, the Company incurred an aggregate expenditure
of Rs. 21.75 million towards CSR activities in the education
sector (for awarding scholarships to meritorious students at NIIT
University and for education research methodology development).
The Annual Report on CSR activities, prepared in the prescribed
format and approved by the CSR Committee at its meeting held on
May 11,2026, is annexed as “Annexure C” and forms an integral
part this Report.

The Company’s CSR initiatives during the year were enriched
by the continued active and enthusiastic participation of its
employees. Through initiatives such as “Gift a Smile”, essential
items were donated to underserved communities, spreading joy
and support. The “Gift of Technology” initiative continued during
the period under review and helped bridge the digital divide by
providing laptops and desktop computers, through partner NGOs,
to support education and digital connectivity. We continued with
our global commitment, and partnered with an NGO in the USA to
support its holiday donation drive, bringing warmth and cheer to
families with hospitalized children. Details of other CSR activities
undertaken by the Company during the year are provided in the
BRSR. Together, these initiatives reflect our belief that meaningful
change begins with compassion and underscore our dedication
to making a positive difference in communities— both locally and
globally.

Related Party Transactions

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

All related party transactions entered into during the year were
undertaken in the ordinary course of business and on an arm’s
length basis. The Company did not enter into any material related
party transactions with its Promoters, Directors, Key Managerial
Personnel, or other related parties that could have resulted in a
potential conflict with the interests of the Company at large. All
such transactions were duly reviewed and approved by the Audit
Committee and were also placed before the Board, in line with
good corporate governance practices.

A statement of related party transactions was placed before the
Audit Committee on a quarterly basis for its review. Prior and/or
omnibus approvals were obtained wherever applicable, clearly
specifying the nature, value, and terms and conditions of the
transactions.

None of the related party transactions entered into by the Company
during the year attracted the provisions of Section 188(1) of the
Act. The disclosure of related party transactions as required under
Section 134(3)(h) of the Act read with Rule 8 of the Companies
(Accounts) Rules, 2014, in the prescribed Form AOC-2 is annexed
as “Annexure D” and forms an integral part this Report.

Internal Financial Controls

The Company has established and continues to maintain a
robust, process driven framework for internal financial controls in
accordance with the requirements of Section 134(5)(e) of the Act.
These controls are designed to ensure the orderly and efficient
conduct of business, including adherence to Company policies,
safeguarding of assets, prevention and detection of frauds and
errors, accuracy and completeness of accounting records, and
timely preparation of reliable financial information.

The controls comprise entity level and process level controls,
including appropriate policies, standard operating procedures,
authorization mechanisms, and monitoring processes. The
Company periodically assesses the design and operating
effectiveness of these controls and undertakes necessary
improvements, wherever required.

A detailed description of the internal financial control system
and its adequacy forms part of the Management Discussion and
Analysis Report. Based on the framework and evaluation carried
out, the Board is of the opinion that the Company has adequate
internal financial controls commensurate with the size, nature, and
complexity of its operations, and that such controls were operating
effectively during the year under review.

The Company’s risk management framework, which is aligned with
its internal control environment, is also detailed in the Management
Discussion and Analysis Report.

Vigil Mechanism

In accordance with the provisions of Sections 177(9) and 177(10)
of the Act, read with Regulation 22 of the Listing Regulations,
the Company has established a Vigil Mechanism/Whistle Blower
Policy for its Directors and employees to report genuine concerns,
unethical behavior, or suspected violations of the Company’s
Code of Conduct or applicable laws.

The vigil mechanism provides for adequate safeguards against
victimization of persons who use the mechanism and ensures direct
access to the Chairman of the Audit Committee in appropriate
cases. The Board confirms that no individual was denied access
to the Audit Committee under this mechanism during the year.

Details of the Vigil Mechanism, including the manner of reporting
and protection measures, are provided in the Corporate
Governance Report.

Statutory Committees

The Board has constituted the following committees in compliance
with the applicable provisions of the Act and the Listing
Regulations, to ensure focused oversight, effective governance
and independent decision making:

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholders’ Relationship Committee

• Risk Management Committee

The composition, roles, responsibilities, and meetings of these
Committees are detailed in the Corporate Governance Report,
which forms an integral part of this Report.

Statutory Policies/Codes

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

• Policy on Determination of Material Subsidiaries

• Policy on Determination of Material/Price Sensitive Information

• Policy on Related Party Transactions

• Nomination and Remuneration Policy

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

• Code of Practices and Procedures for Fair Disclosure of UPSI

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

• Archival Policy

• Whistle Blower Policy

• Code of Conduct

• Corporate Social Responsibility Policy

• Dividend Distribution Policy

Prevention of Sexual Harassment and Maternity Benefit

The Company is committed to providing a safe, respectful,
inclusive, and equitable workplace that promotes diversity, equal
opportunity, and the dignity of all employees. The Company
maintains a zero-tolerance approach towards any form of sexual
harassment, discrimination, or inappropriate conduct in the
workplace and remains committed to fostering a gender-inclusive
work environment that supports the health, well-being, and
professional growth of its employees.

The Company has implemented a Policy on Prevention of Sexual
Harassment at Workplace in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 (“POSH Act”) and the Rules framed
thereunder. The policy aims to provide a work environment free from
sexual harassment. An Internal Complaints Committee (“ICC”) has
been duly constituted in compliance with the POSH Act to address
complaints, if any, in a prompt, fair, time-bound, and confidential
manner. The Company continues to conduct periodic awareness
and sensitization programmes to promote understanding of the
policy and ensure compliance with applicable legal requirements.
The Company has complied with all applicable provisions of the
POSH Act. The details of the constitution of the ICC are disclosed
in the Corporate Governance Report forming part of this Report.

No complaint of sexual harassment was received under the POSH
Act during FY26, and no complaint was pending at the beginning
or end of the financial year.

The Company has also complied with all applicable provisions of
the Maternity Benefit Act, 1961, as amended from time to time, and
has provided eligible employees with the benefits and entitlements
prescribed under the Act.

Nomination and Remuneration Policy

The Board of Directors, based on the recommendation of the
Nomination and Remuneration Committee, has adopted a
Nomination and Remuneration Policy in accordance with the
provisions of the Act and the Listing Regulations. The salient
features of the policy are set out in the Corporate Governance
Report forming part of this Report.

Dividend Distribution Policy

Pursuant to the provisions of Regulation 43A of the Listing
Regulations, the Company has a Dividend Distribution Policy.
The policy is enclosed as “Annexure E” to this Report and is also
available on the Company’s website at:https://info.niit.com/hubfs/
section46-of-the-lodr/code-of-conduct-policies/Dividend%20
Distribution%20Policy.pdf

Information relating to Conservation of Energy, Technology

Absorption, Research and Development, Foreign Exchange

Earnings and Outgo:

a) Conservation of Energy

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

b) Technology Absorption

To sustain our leadership in innovation, we have established
strategic partnerships with leading global organizations in the
Information Technology sector. These collaborations enable
us to harness the power of artificial intelligence (AI) and
deploy it where it delivers meaningful value and impact. We
firmly believe that AI will fundamentally transform the learning
industry—it is not a passing trend, but a paradigm shift that
will reshape the entire learning and development landscape.

Our focus is on leveraging AI to design and deliver world-
class learning solutions, while also partnering with our clients
to build future-ready organizations. We support them in
adopting forward-looking strategies that integrate AI into their
operating models, enabling them to remain competitive and
agile in a rapidly evolving environment.

Technology continues to drive transformative outcomes
across critical areas, including marketing and customer
acquisition, virtual and online learning delivery, and mobile-
enabled learning engagement. These advancements allow us
to create immersive, hyper-personalized learning experiences
and simulations grounded in scientifically validated

instructional design methodologies, significantly enhancing
learning effectiveness and outcomes.

In addition, technology plays a central role in ensuring a safe
and efficient workplace—both onsite and remote. We have
implemented an integrated productivity ecosystem, including
a unified collaboration platform, to enable seamless execution
and management of work. Robust security measures, such as
multi-factor authentication, data loss prevention tools are in
place to safeguard systems and data. Furthermore, Security
Event and Incident Management (SEIM) systems have been
deployed to enhance threat detection capabilities and ensure
rapid, effective incident response.

c) Research and Development

Your Company places a strong emphasis on innovation,
consistently investing in research and development to unlock
new opportunities, anticipate emerging challenges, and
proactively address future complexities. Through continuous
exploration and advancement, we strengthen our ability to
navigate evolving business landscapes and capitalize on
growth opportunities.

We ensure sustained and appropriate investment to support
our innovation agenda. Over time, we have significantly
enhanced our capability to design and deploy modular
digital solutions that can be rapidly implemented, delivering
immediate and measurable value to our clients while
accelerating overall delivery timelines.

Our digital ecosystem has evolved to incorporate generative
AI, enabling the creation of learning experiences that were
previously unattainable. These advancements allow us to
deliver highly engaging, adaptive, and scalable solutions that
redefine the boundaries of learning and development.

Despite the scale and complexity of our operations, we have
maintained a disciplined approach to cost management.
As a result, our innovation-driven initiatives over the past
fiscal year have been delivered with relatively modest costs,
ensuring both efficiency and sustainability.

d) Foreign Exchange Earnings and Outgo

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

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

(ii) Expenditure and Earnings in Foreign Currency

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

Particulars of Loans, Guarantees, or Investments

Particulars of loans, guarantees, and investments, if any, made by
the Company during the year and covered under the provisions of
Section 186 of the Act, are disclosed in the Notes to the Financial
Statements forming part of this Annual Report.

Annual Return

Pursuant to the provisions of Section 134(3) read with Section
92(3) of the Act, the Annual Return of the Company is available on
the Company’s website at:https://www.niit.com/regulation46-of-
the-lodr/Annual-Returns.html

General

The Directors state that no disclosure or reporting is required in
respect of the following matters, as there were no transactions or
events pertaining thereto 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 employees
of the Company under any scheme, except under the
Employees’ Stock Option Plan referred to elsewhere in this
Report.

• Any scheme or provision of money for the purchase of the
Company’s own shares by employees or by trustees for the
benefit of employees.

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

• Significant or material orders passed by any Regulators,
Courts, or Tribunals impacting the going concern status of the
Company or its future operations, including any applications
or proceedings under the Insolvency and Bankruptcy Code,
2016.

• Buyback of shares.

• Acceptance of public deposits under the provisions of Section
73 of the Act and the Companies (Acceptance of Deposits)
Rules, 2014.

Remuneration of the Directors / Key Managerial Personnel/
Employees

Disclosure relating to the remuneration of Directors, Key Managerial
Personnel, and employees, as required under the provisions of
Section 197(12) of the Act read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014, is provided in “Annexure F” and forms an integral part this
Report.

Human Resources

The Company’s employees (“NIITians”) continue to be a key driver
of its performance and longterm success. The Company fosters a
positive, inclusive, and enabling work environment that encourages
innovation, upholds meritocracy, and supports continuous learning
and development across all levels of the organization.

A comprehensive overview of the Company’s human resource
practices, policies, and initiatives is included in the Management
Discussion and Analysis forming part of this Report. Employee
relations during the year under review remained harmonious,
constructive, and cordial across all operating locations.

Employee Stock Options

The Company considers equity based compensation as a key
element of its total rewards framework, aimed at aligning the
interests of employees with the long term growth and value
creation objectives of the Company and its stakeholders.

During the financial year ended March 31, 2026, the Company
granted 1,691,667 stock options at the applicable market price
on the date of grant under the NLSL Employee Stock Option Plan
2024, approved in accordance with applicable laws.

The grantwise details and other required disclosures relating to
the employee stock option plans are partly disclosed in the Notes
to the Financial Statements. A comprehensive disclosure, as
required under the applicable SEBI regulations, is available on the
Company’s website at www.niitmts.com and forms an integral part
of this Report. The said information is also available for inspection
by members upon request.

The Company has received a certificate from M/s. PI & Associates,
Company Secretaries in Practice, confirming that the aforesaid
employee stock option plans have been implemented in
compliance with the applicable provisions of the SEBI regulations.
The said certificate shall be placed before the members at the
ensuing AGM for inspection.

Acknowledgement

During the financial year 2025-26, the Company remained focused
on disciplined execution, strengthening its strategic priorities, and
enhancing operational effectiveness. The Company demonstrated
resilience and agility in responding to evolving circumstances,
while maintaining a steadfast focus on long-term value creation
and operational excellence.

The Board of Directors wishes to place on record its sincere
appreciation to the Company’s customers, business partners,
suppliers, financial institutions, government authorities, and
regulatory bodies for their continued confidence, cooperation, and
support throughout the year.

The Board also acknowledges with gratitude the dedication,
professionalism, and collective efforts of the Company’s
employees. Their resilience, adaptability, and commitment played
a pivotal role in supporting the Company’s progress and reinforcing
its long term aspirations.

The Board expresses its deep appreciation to the shareholders for
their trust, continued confidence, and unwavering support.

As the Company looks ahead, the Board remains firmly focused
on strengthening governance, fostering resilience, and creating
sustainable longterm value for all stakeholders.

By Order of the Board
For NIIT Learning Systems Limited

Rajendra S Pawar

Place: Gurugram Chairman

Date: May 12, 2026 DIN: 00042516

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

III FinancialHighlights

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

(All Amounts in Rs. Million, unless otherwise stated

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

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

Business Operations

The global economic environment in FY25 remained challenging,
with slower GDP growth in major economies, sustained
inflationary pressures, and geopolitical tensions. In NIIT MTS’ core
markets of North America and Europe, large enterprises tightened
discretionary spending and adopted a cautious approach to new
program rollouts. While these conditions led to some moderation
in customer consumption, your Company continued to deliver

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

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

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

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

Future Plans

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

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

to capture a growing share of this expanding market. With ongoing
investments in GenAI, immersive learning, and advisory services,
the Company is building a future-ready portfolio.

Your Company plans to continue its inorganic growth agenda to
add new capabilities, penetrate desired customer segments, and
strengthen presence in select geographies. This will be pursued
alongside a balanced organic growth strategy focused on new
customer acquisition, expansion within existing accounts, and
further strengthening of global delivery capabilities.

With a robust balance sheet, strong revenue visibility, and enduring
customer relationships, NIIT MTS aims to sustain industry¬
leading growth and profitability over the medium to long term,
while continuing to invest in innovation, thought leadership, and
global sales and marketing to drive large-scale, comprehensive
engagements.

Dividend

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

Transfer to Reserves

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

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

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

Share Capital

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

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

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

JL

Subsidiaries, Joint Ventures and Associate Companies

The following entities continue to be wholly owned subsidiaries of

the Company:

a) NIIT (USA) Inc., USA

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

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

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

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

- NIIT Brazil LTDA (subsidiary of entity at serial no. a)

b) NIIT Limited, UK

c) NIIT Malaysia Sdn. Bhd, Malaysia

d) NIIT (Ireland) Limited, Ireland

- NIIT Learning Solutions (Canada) Limited, Canada
(subsidiary of entity at serial no. d)

e) NIIT West Africa Limited, Nigeria

Pursuant to the provisions of Section 129(3) of the Companies
Act, 2013 (“the Act”), a statement containing the salient features of
financial statements of the Company’s subsidiaries is provided in
the prescribed Form AOC-1, annexed herewith as “Annexure-A”
and forming part of this Report. A detailed consolidated analysis
of the overall performance is given in the Management Discussion
and Analysis Report, forming part of this Report.

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

inpj

Consolidated Financial Statements

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

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

O—O

OOp

Directors

During FY25, there was no change in Board of Directors of the
Company.

In accordance with the provisions of the Section 152 of the Act,
Mr. Sapnesh Kumar Lalla (DIN: 06808242) and Ms. Leher Vijay
Thadani (DIN: 03477205), Directors of the Company, retire by
rotation at the forthcoming AGM and, being eligible, have offered
themselves for re-appointment. The relevant details are provided
in the Notice of AGM.

The Board of Directors of the Company, based on the
recommendation of the Nomination and Remuneration Committee,
have recommended their re-appointment to the members for
approval.

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

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

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

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

° O °

Meetings of the Board

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

Board Evaluation

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

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

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

Directors’ Responsibility Statement

As required under Section 134(5) of the Act, the Directors of the
Company hereby state and confirm that:

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

b) the Directors have selected such Accounting Policies
and applied them consistently and made judgements and
estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company at the
end of FY25 and of the profit & loss of the Company for that
period;

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

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

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

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

The Directors confirm that the Company has complied with the
applicable mandatory Secretarial Standards, i.e., SS-1: Secretarial
Standard on Meetings of the Board of Directors and SS-2:
Secretarial Standard on General Meetings issued by the Institute
of Company Secretaries of India.

Key Managerial Personnels (“KMP”)

n-*-n

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

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

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

- Mr. Sanjay Mal, Chief Financial Officer

- Mr. Deepak Bansal, Company Secretary

0 0

nOzx

Statutory Auditors

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

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

Secretarial Auditors

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

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

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

M/s. PI & Associates have confirmed that they are qualified for
being appointed as the Secretarial Auditors of the Company and
meet with the prescribed eligibility criteria.

Cost Auditors

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

Pursuant to the provisions of Section 148 of the Act read with
the Companies (Cost Records and Audit) Rules, 2014, the Board
appointed M/s. Ramanath Iyer and Co., Cost Accountants
(Firm Registration Number 000019), as the Cost Auditors of
the Company for conducting the audit of cost records of the
Company’s products/services for FY25. The remuneration payable
to the Cost Auditors is subject to ratification by the members of
the Company at the forthcoming AGM.

The due date for filing the Cost Audit Report of the Company
for the financial year ended March 31, 2024, was September 30,
2024. The Cost Audit Report was filed on August 29, 2024, and
did not contain any qualification, reservation, or adverse remark.

is

Reporting of Frauds by Auditors

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

Management Discussion and Analysis Report

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

Business Responsibility Sustainability Report

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

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

01

Corporate Governance Report

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

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

O

n_Q

Corporate Social Responsibility

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

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

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

I—=J Related Party Transactions

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

All related party transactions entered into by the Company during
the year were in the ordinary course of business and on an arm’s
length basis. No material related party transaction was undertaken
by the Company with Promoters, Directors, Key Managerial
Personnel, or other related parties, that could have a potential
conflict with the interest of the Company at large. All related party
transactions were duly approved by the Audit Committee and

were also placed before the Board as a matter of good corporate
governance practice.

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

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

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Internal Financial Controls

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

The Company’s risk management framework is also detailed in the
Management Discussion and Analysis Report.

Vigil Mechanism

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

$0}

Statutory Committees

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

Statutory Policies/Codes

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

• Policy on Determination of ‘Material’ Subsidiaries

• Policy on Determination of Material/Price Sensitive Information

• Policy on Related Party Transactions

• Nomination and Remuneration Policy

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

• Code of Practices and Procedures for Fair Disclosure of UPSI

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

• Archival Policy

• Whistle Blower Policy

• Code of Conduct

• Corporate Social Responsibility Policy

• Dividend Distribution Policy

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

Nomination and Remuneration Policy

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

Dividend Distribution Policy

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

Information relating to Conservation of Energy, Technology

Absorption, Research and Development, Foreign Exchange

Earnings and Outgo:

a) Conservation of energy

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

b) Technology absorption

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

Technology has demonstrated transformative impact across
several key areas: marketing and customer acquisition, virtual
online learning delivery, and mobile application-supported
learning and engagement. These innovations enable the
creation of hyper-realistic, personalized simulations based
on scientifically validated instructional methodologies, thus
enhancing pedagogical effectiveness

Technology has been used to facilitate safe workplace
in office and when remote for employees. A productivity
platform, inclusive of a common collaboration platform, has
been put in place to guarantee smooth work execution and
management. Extra security measures, such as a multifactor
authentication, have been put in place. Systems for Security
Event and Incident Management monitoring have been set up
to speed up the detection of threats and effective incident
response.

c) Research and development

Your Company prioritizes innovation by investing in research
and development to create new opportunities, anticipate
challenges, and prepare for obstacles ahead. Through
consistent exploration and advancement, we position
ourselves to overcome future hurdles and capitalize on

emerging opportunities. We maintain appropriate funding to
support ongoing innovation efforts. We’ve refined our ability
to develop digital point solutions that can be rapidly deployed
to provide significant value to our clients, greatly improving
our delivery speed. Our digital ecosystem now leverages
generative AI to create learning experiences that were never
possible earlier. Despite the scale and complexity of your
Company’s operations, the associated costs over the past
fiscal year have remained modest.

d) Foreign exchange earnings and outgo

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

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

(ii) Expenditure and Earnings in Foreign Currency

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

Particulars of Loans, Guarantees, or Investments

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

Annual Return

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

General

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

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

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

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

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

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

• Buyback of shares.

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

Remuneration of the Directors / Key Managerial Personnel/
Employees

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

°0°

Human Resources

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

Employee Stock Options

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

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

The grant-wise details of such stock options are partially provided
in the Notes to Accounts of the Financial Statements in the Annual
Report. A comprehensive note is available on the Company’s
website at www.niitmts.com and forms a part of this Report. The
same shall also be available for inspection by members upon
request.

The Company has received a certificate from M/s. PI & Associates,
a firm of Company Secretaries in Practice, confirming that the
aforesaid stock option plans have been implemented in compliance
with applicable SEBI regulations. This certificate will be placed at
the ensuing AGM for inspection by members.

Acknowledgement

The fiscal year 2024-25 was marked by sustained uncertainty in
the external environment, with limited visibility into key market
dynamics. These conditions created considerable challenges to
growth. Nevertheless, the Company demonstrated resilience and
adaptability, responding strategically to evolving circumstances
while remaining focused on long-term value creation and
operational excellence.

The Board of Directors places on record its sincere appreciation to
our esteemed customers, business partners, suppliers, financial
institutions, government agencies, and regulatory authorities for
their continued support and collaboration during the year.

We also extend our heartfelt gratitude to all employees for their
resilience, dedication, and tireless efforts, which have been pivotal

in advancing the Company through a challenging and dynamic
business landscape.

Above all, the Board expresses its deep appreciation to our
shareholders for their enduring trust, confidence, and commitment.

Looking ahead, the Board remains firmly focused on driving
sustainable, long-term growth and delivering enduring value to all
stakeholders.

By Order of the Board
For NIIT Learning Systems Limited

Rajendra S Pawar

Place: Gurugram Chairman

Date: May 14, 2025 DIN: 00042516

Your directors take pleasure in presenting the 22^nd Annual Report along with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31,2024.

Financial Highlights

The highlights of your Company''s financial results for the financial year (FY) April 1,2023, to March 31,2024, (FY24) are as follows:

Your Company''s consolidated revenue from operations for FY24 is Rs. 15,535 million as against Rs. 13,618 million in the previous financial year and the profit after tax is Rs. 2,132 million as against Rs. 1,922 million in the previous financial year.

Your Company''s standalone revenue from operations for FY24 is Rs. 4,002 million as against Rs. 4,038 million in the previous financial year, and the profit after tax is Rs. 1,021 million as against profit of Rs. 993 million in the previous financial year.

Business Operations

During the year, the Corporate Learning Business Undertaking has been transferred from NIIT Limited to NIIT Learning Systems Limited (NLSL) through the Composite Scheme of Arrangement (Scheme). The deemed date of this transfer, as per the Scheme, is from the Appointed Date i.e., April 1, 2022. As a result, the financials statements of the Company include impact of this transfer in both FY23 and FY24.

Revenue of the Company grew 14% YoY in FY24. The growth was 10% YoY in constant currency. Excluding full year revenue from St. Charles Consulting Group (StC), which the Company acquired on November 4, 2022, the organic revenues grew 4% YoY. The StC business is now fully integrated and operating synergistically with the outsourcing business.

The prevailing economic uncertainty during the year led to slowdown in private investments and decision making. This has caused contraction in consumption of training in the near term, as companies pushed out discretionary spending. The uncertainty was caused by high interest rates, geopolitical conflicts in Europe and the Middle East, as well as technological disruptions including impact of GenAI.

The Company achieved growth due to strong addition of new logos as well as expansion of wallet share in existing accounts. During the year, the business added 1 1 new customers. The Company also maintained 100% renewal record in contracts that came up for renewal. NLSL ended the year with 87 customers and Revenue Visibility of USD 335 million.

EBITDA for the year was Rs. 3,762 million, up 19% YoY. EBITDA margin was 24% versus 23% last year. Margin improved 106 bps on improved business mix and higher utilization of resources, even as company continued to prioritize investments in new capabilities including Gen AI, entry into new sectors and S&M, as well as uptick in premise and travel costs.

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

Future Plans

Global spending on Corporate Learning & Development (L&D) is USD 370 billion per annum. Currently, less than 5% of these spends are outsourced. This creates a large, multiyear runway for growth for training outsourcing. Outsourcing has been going up driven by increasing complexity, and as organizations demand greater accountability from their L&D functions. Outsourcing to specialist firms also frees customers to focus on their core while improving both efficiency and effectiveness of learning.

Expenditure on training was compressed during FY24 due to the prevailing economic uncertainty. This is expected to revert to normal over a period of time, as economic activity picks up. 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 significantly higher penetration of outsourcing, driven by this move. Over medium to long term, NLSL expects a big shift to outsourcing and is well positioned to benefit from this trend.

Your company is currently ranked among the Top 5 global providers of Managed Training Services. The Company continues to achieve industry leading growth with strong addition of new customers and retention of existing relationships. With a strong balance sheet and availability of growth capital, your Company sees an opportunity to move up the leadership ladder. The successful completion of the planned demerger during the year provides the business with a sharper focus and energy to further accelerate its growth.

Your Company intends to capitalize on its expertise and capabilities to expedite growth. In pursuit of this goal, the Company is committed to maintaining ongoing investments in innovation to ensure customer satisfaction, in advisory services to foster thought leadership, and in Sales & Marketing to build a global platform for large-scale comprehensive deals aimed at accelerating growth. The Company is making rapid progress in leveraging GenAI across multiple aspects of its work. In projects and workstreams including GenAI, the Company is becoming significantly more ambitious in terms of learning outcomes for its customers.

The Company would continue to explore inorganic opportunities to add new capabilities and penetrate desired markets and customer segments. The Company is actively engaged in assessing potential target businesses for such opportunities.

Dividend

Your directors, on October 30, 2023, declared an interim dividend of Rs. 2.50/- per equity share (face value of Rs. 2/-) during the financial year ended March 31, 2024. The interim dividend was paid to the shareholders whose names were on the register of members as on November 10, 2023, being the record date fixed for this purpose.

Further, your directors have also recommended a final dividend of Rs. 2.75/- per equity share (face value of Rs. 2/-) for the financial year ended March 31, 2024, 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 the financial year 2023-24.

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

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") and NIIT Learning Systems Limited (formerly known as Mindchampion Learning Systems Limited), a wholly owned subsidiary of NIIT ("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.

During the year under review, the Scheme was approved by the Hon''ble National Company Law Tribunal, Chandigarh Bench ("NCLT"/ "Tribunal") vide its order dated May 19, 2023. The Scheme became effective on May 24, 2023 ("the Effective Date"), with effect from the Appointed Date i.e., April 1,2022.

Upon the Scheme becoming effective:

• the paid-up equity share capital of the Transferee Company comprising of 11,55,64,072 equity shares of INR 10/- each aggregating to INR 1,15,56,40,720 (Indian Rupees One Hundred Fifteen Crores Fifty-Six Lakh Forty Thousand Seven Hundred and Twenty) and securities premium amounting to INR 2,00,00,000 (Indian Rupees Two Crores) stand reduced and cancelled pursuant to Section 66 and other applicable provisions of the Act.

• the authorised share capital of the Company got reclassified/reorganized by reducing the face value of equity shares to INR 2 (Indian Rupees Two, only) divided into 60,00,00,000 equity shares of INR 2 (Indian Rupees Two, only) each aggregating to INR 1,20,00,00,000 (Indian Rupees One Hundred Twenty Crores).

• the CLG Business Undertaking of the Transferor Company got transferred and vested to the Transferee Company

• in consideration of the transfer and vesting of the CLG Business Undertaking from the Transferor Company into the Transferee Company pursuant to Part IV of the Scheme, the Transferee Company, on June 12, 2023, has issued and allotted equity shares of Rs. 2/- (Rupees Two) each to the equity shareholders of Transferor Company, whose name appeared in the register of members of Transferor Company as shareholder on the Record Date, in the Ratio of 1:1 [i.e. 1 (one) equity share of the Transferee Company for every 1 (one) equity share held of the Transferor Company of face value of Rs. 2/- each as on the Record Date]. These equity shares of the Transferee Company were listed on the BSE Limited and National Stock Exchange of India Limited ("Stock Exchanges") on August 8, 2023.

• Employees Stock Option Plan namely NLSL ESOP 2023-0 was framed pursuant to the Composite Scheme of Arrangement. This plan provided for grant of upto 91,85,107 Company''s stock options to Option Grantees of Transferor Company, who held as many unexercised NIIT stock options as on the Effective Date of the Scheme (irrespective of whether they were employees of Transferor Company or its subsidiaries or become employees of the Transferee Company or its subsidiaries pursuant to this Scheme).

After the requisite in-principal listing approval of the stock exchanges, the Company has granted 91,20,107 stock options under this Plan on September 20, 2023.

Share Capital

During the year under review, the Company has allotted:

• 13,46,14,360 equity shares of Rs.2/- pursuant to the Composite Scheme of Arrangement; and

• 824,361 equity shares on the exercise of stock options granted under the NLSL ESOP 2023-0.

There was no buyback by the Company.

Subsidiaries, Joint Ventures and Associate Companies

Pursuant to the Composite Scheme Scheme of Arrangement, following entities became subsidiaries of the Company, being a part of CLG Business Undertaking:

a) NIIT USA I nc, USA

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

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

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

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

- NIIT Brazil LTDA (subsidiary of entity at serial no. a)

b) NIIT Limited, UK

c) NIIT Malaysia Sdn. Bhd, Malaysia

d) NIIT (Ireland) Limited, Ireland

- NIIT Learning Solutions (Canada) Limited, Canada (subsidiary of entity at serial no. d)

e) NIIT West Africa Limited, Nigeria

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

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

Consolidated Financial Statements

Pursuant to Section 129 of the Act and Regulation 34 of the Listing Regulations, the Consolidated Financial Statements 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/ regulation46-of-the-lodr/. The same shall also be available for inspection by members upon request.

Directors

In accordance with the provisions of the Section 152 of the Act, Mr. Rajendra Singh Pawar (DIN: 00042516) and Mr. Vijay Kumar Thadani (DIN: 00042527), Directors of the Company retire by rotation at the forthcoming Annual General Meeting ("AGM") and being eligible have offered themselves for re-appointment as Directors of the Company. The relevant detail is provided in the Notice.

The Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee, have recommended their re-appointment to the members for their approval.

During the financial year 2023-24, the Board of Directors was reconstituted considering the implementation of the Composite Scheme of Arrangement:

- Mr. Ravinder Singh and Ms. Sangita Singh were appointed as Independent Directors of the Company, not liable to retire by rotation, with effect from May 20, 2023, for a term of five years.

- Mr. Rajendra Singh Pawar was appointed as NonExecutive and Non-Independent Director and Chairman of the Company, liable to retire by rotation, with effect from May 24, 2023.

- Mr. Vijay K Thadani, Non-executive Director was appointed as Vice-Chairman & Managing Director of the Company, liable to retire by rotation, for a period of 5 years w.e.f. May 24, 2023.

- Mr. Sapnesh Kumar Lalla, Non-executive Director was appointed as Executive Director and Chief Executive Officer of the Company, liable to retire by rotation, for a period of 5 years w.e.f. May 24, 2023.

- Mr. Ravindra Babu Garikipati was appointed as an Independent Director of the Company, not liable to retire by rotation, with effect from May 24, 2023, for a term of five years.

- Ms. Leher Vijay Thadani was appointed as NonExecutive and Non-Independent Director of the Company, liable to retire by rotation, with effect from

May 24, 2023.

- Dr. Parthasarathy Vankipuram Srinivasa was appointed as an Independent Director of the Company, not liable to retire by rotation, with effect from June 16, 2023, for a term of five years.

The Board recommended the appointment of these Directors for approval of shareholders through postal ballot. The same was approved by the shareholder with requisite majority on August 2, 2023.

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

Further, Mr. Parappil Rajendran and Ms. Mita Brahma, Nonexecutive Directors of the Company, had resigned from the Board of the Company with effect from May 24, 2023, due to their inability to devote adequate time in view of their other pre-occupation. The Board placed on record its appreciation for the valuable contribution and guidance by Mr. Parappil Rajendran and Ms. Mita Brahma during their tenure as Non-executive Directors 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(s) ("KMP")

As on March 31,2024, the following officials were the KMP of the Company in terms of provisions of the Act:

- Mr. Vijay Kumar Thadani, Vice Chairman & Managing Director¹

- Mr. Sapnesh Kumar Lalla, Executive Director and Chief Executive Officer^1,2

- Mr. Sanjay Mal, Chief Financial Officer ²

- Mr. Deepak Bansal, Company Secretary ²

¹w.e.f. May 24, 2023; Non-executive Director upto May 23, 2023.

²pursuant to the Composite Scheme of Arrangement, employment transferred as part of CLG business undertaking and appointed in the Company w.e.f. May 24, 2023.

During the year under review, following person ceased to be the KMP of the Company in terms of provisions of the Act:

- Ms. Leena Khokha as Manager (w.e.f. April 30, 2023)

- Mr. Sanjay Kumar Jain as Chief Financial Officer (w.e.f. May 24, 2023)

- Mr. Siddharth Nath as Company Secretary (w.e.f. May 24, 2023)

Meetings of the Board

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

Board Evaluation

Pursuant to the provisions of the Act and Listing Regulations, the Board 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 Board''s functioning, such as the adequacy of the composition of the Board and its Committees, its effectiveness, ethics and compliances, the evaluation of the Company''s 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

As required under Section 134(5) of the Act, the Directors of the Company hereby state and confirm that:

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

b) the Directors have selected such Accounting Policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as

to give a true and fair view of the state of affairs of the Company at the end of FY24 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

S. R. Batliboi & Associates LLP, Chartered Accountants, Gurugram (FRN 101049W/ E300004), was appointed as Statutory Auditors of the Company, for a second term of 5 (five) consecutive years, at the AGM held on July 29,

2022. 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 the Financial Statements (Standalone and Consolidated) referred to in the Auditors'' Reports are selfexplanatory and do not require any further comments. The Auditors'' Reports do not contain any qualification, reservation or adverse remark.

Secretarial Auditors

Pursuant to provision of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 201 4, the Board had appointed PI & Associates, Practicing Company Secretaries as Secretarial Auditor to conduct secretarial audit of the Company for FY24. The Secretarial Audit Report for FY24 is annexed herewith as "Annexure B", forming part of this report. The Secretarial Audit Report does not contain any qualification, reservation, or adverse remark.

There was no material unlisted Indian subsidiary of the Company in terms of Listing Regulations, as on March 31,

2023. Thus provisions of Regulation 24A of the Listing Regulations for secretarial audit of such material subsidiary was not applicable to the Company for the financial year

2023-24.

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 M/s. 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 FY24. 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 Auditor, Secretarial Auditor and Cost Auditor 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 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

Pursuant to the requirements of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has a Corporate Social Responsibility (CSR) Committee. The detail of the Committee

is provided in the Corporate Governance Report, forming part of this Report. The CSR Policy of the Company is available on the website of the Company at https://info.niit. com/hubfs/section46-of-the-lodr/code-of-conduct-policies/ CSR%20Policv.pdf

During the financial year 2023-24, the Company had spent Rs. 6.60 million on CSR activity.

The Report on the CSR activities in the prescribed format, approved by the CSR Committee on May 21,2024, 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 arm''s 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 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. 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 Company''s 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 applicable provisions of the Act and Listing Regulations are provided in the Corporate Governance Report, forming part of this Report.

Statutory Policies/Codes

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

• Policy on Determination of Material Subsidiaries

• Policy on Determination of Material/Price Sensitive Information

• Policy on Related Party Transactions

• Nomination and Remuneration Policy

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

• Code of Practices and Procedures for Fair Disclosure of UPSI

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

• Archival Policy

• Whistle Blower Policy

• Code of Conduct

• Corporate Social Responsibility Policy

• Dividend Distribution Policy

The Company has a policy on "Prevention of Sexual Harassment of Women at Workplace" and matters connected therewith or incidental thereto, covering all the aspects as contained under "The Sexual Harassment of Women at Workplace (Prohibition, Prevention, and Redressal) Act, 2013." The details of the Internal Complaint Committee (ICC) and status of 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 on May 24, 2023, 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 Dividend Distribution Policy is given in "Annexure E", forming part of this Report and is also available on the website of the Company at https://info.niit. com/hubfs/section46-of-the-lodr/code-of-conduct-policies/ Dividend%20Distribution%20Policy.pdf Business Responsibility Sustainability Report Pursuant to the provisions of Regulation 34 of the Listing Regulations, Business Responsibility and Sustainability Report on the environmental, social and governance disclosures, in the prescribed format is given as a separate section, forming part of this Annual Report.

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

a) Conservation of energy

Although the operations of the Company are not energy-intensive, the management 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 recognizes the inevitability of technological obsolescence. In efforts to stay at the forefront of innovation, your Company has formed partnerships with leading global figures in the Information Technology sector in order to harness the potential of Gen AI, with the ambition to assimilate and implement this technology where it is feasible and beneficial.

Key sectors where technology has shown a transformative effect are marketing and customer acquisition, virtual online learning delivery, and mobile application-supported learning and engagement. Technology has been used to facilitate safe remote work for employees. A productivity platform, inclusive of a common collaboration platform, has been put in place to guarantee smooth work execution and management. Extra security measures, such as a Personal Security Umbrella and multifactor authentication, have been put in place. Systems for Security Event and Incident Management monitoring have been set up to speed up the detection of threats and effective incident response.

c) Research and development

Your Company is committed to forward-thinking and deems it essential to allocate resources for research and development as a way to foresee future challenges and plan for potential barriers. It is only by persistent trailblazing and development that we can address future trials and take advantage of arising opportunities. We continually finance and encourage continuous innovation. We''ve honed our capacity to create digital point solutions, which can be quickly assembled to offer substantial help to our clientele. This method has notably accelerated our delivery rate. A unique online training delivery platform with distinct learning analytics has been integrated into our digital point solutions. Despite the size and nature of your Company''s operations, the expense incurred over the last fiscal year has been relatively minimal.

d) Foreign exchange earnings and outgo

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

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

(ii) Expenditure and Earnings in Foreign Currency

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

Particulars of Loans, Guarantees, or Investments

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

Annual Return

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

General

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

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

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

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

• Managing or Whole-time Director of the Company 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 section 73 to 76 of the Act read with the relevant rules made thereunder, your Company has not accepted any fixed 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 has granted stock options under Employee Stock Option Plan (NLSL ESOP-2023-0) pursuant to the Composite Scheme of Arrangement, as explained hereinbefore. The grant-wise detail of the such granted options is partially provided in the Notes to Accounts of the Financial Statements in the Annual Report. A comprehensive note is available on the Company''s website at www.niitmts. com which forms a part of this Report. The same shall also be available for inspection by members upon request.

Your Company believes that equity-based compensation plans are an effective tool to align employee incentives with long term value creation. A new Employee Stock Option Plan ("ESOP") namely ''NLSL Employees Stock Option Plan 2024'' ("ESOP 2024") was created for grant of stock options to eligible employees of the Company and of its subsidiaries. ESOP 2024 was approved by the Board of Directors on January 31, 2024 and by the shareholders on May 10,

2024. No stock option was granted under this Plan as on the date of this Report.

Acknowledgement

Fiscal year 2023-24 presented significant challenges as the Company navigated the post-scheme transition period. The Board extends its sincere appreciation to customers, partners, suppliers, financial institutions, government agencies, and regulators for their unwavering support. The Board would like to express its deep appreciation for the extraordinary efforts of employees at all levels who have continuously demonstrated exceptional resilience and dedication, driving the company forward amidst a challenging business environment. Furthermore, the Board acknowledge the cooperation of governments in our operating regions and express gratitude to our shareholders for their continued trust. The Board remains steadfast in our commitment to driving long-term growth for the company.

The Directors take pleasure in presenting the 21^st Annual Report along with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31,2023.

Financial Highlights

On May 19, 2023, the Hon''ble National Company Law Tribunal (NCLT), Chandigarh Bench sanctioned/ approved the Composite Scheme of Arrangement between NIIT Limited (''the Transferor Company'' or ''NI IT'') and NIIT Learning Systems Limited (''the Transferee Company'' or "the Company" or ''NLSL'') and their respective shareholders and creditors (''Scheme''), which was made effective on May 24, 2023 by filing of the certified copy of the NCLT Order approving the Scheme with the Registrar of Companies, NCT of Delhi & Haryana. Pursuant to the Scheme becoming effective, the CLG Business Undertaking ("Demerged Undertaking") is demerged from NIIT and transferred to and vested in NLSL with effect from April 1, 2022 i.e. the Appointed Date as per Scheme.

The transfer of the Demerged Undertaking is accounted for in the books of the NLSL using the pooling of interest method in accordance with Appendix C "Business Combinations of entities under common control" of the Indian Accounting Standard (IND- AS) 103-Business Combinations and the financial statements for the year ended March 31, 2022 have been prepared in accordance with the requirements of Ind AS 103. Consequently, the figures of standalone financials for the year ended March 31, 2022 have been restated to give impact of the Scheme of Arrangement.

The highlights of your Company''s financial results for the financial year (FY) April 1,2022, to March 31,2023, (FY23) are as follows:

Your Company''s consolidated revenue from operations for current year is Rs. 13,618 million as against Rs. 11,323 million in the previous year and the profit after tax is Rs. 1,922 million as against Rs. 2,021 million in the previous year.

Your Company''s standalone revenue from operations for the current year is Rs. 4,038 million as against Rs. 3,285 million in the previous year, and the profit after tax is Rs. 993 million as against Rs. 585 million in the previous year.

Business Operations

The Corporate Learning Business Undertaking from NIIT Limited has been transferred to NIIT Learning Systems Limited (NLSL) through the Composite Scheme of Arrangement (Scheme) from the Appointed Date i.e. April 1, 2022. The Revenue of the Company grew 20% in FY23. The growth was 14% YoY in constant currency. Growth was aided by the acquisition of St. Charles Consulting Group (StC), whose accounts were consolidated from November 4, 2022. Organic revenues grew 11% YoY despite impact of the macro economic environment which resulted in compression in spending on training by existing customers during the year and also led to faster than expected normalization of volumes in North American Real Estate training contract. Organic growth was led by strong addition of new logos as well as expansion of wallet share in existing accounts. During the year, the business added 12 new customers. The Company maintained 100% renewal track record in contracts that came up for renewal. Including significant customers of StC, NLSL ended the year with 80 customers and Revenue Visibility of USD 363 million. EBITDA for the year was Rs. 3,154 million, up 6% YoY. EBITDA margin was 23%, down 310 bps due to planned investments in S&M and new sectors as well as pick up in premise and travel expenses post Covid.

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

Futu re Plans

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

The economic uncertainty caused by the continuing war in Europe, disruption of supply chains, high inflation and coordinated monetary tightening by central banks around the world has led to contraction in consumption of training in the near term as companies push out discretionary spending. 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, NLSL expects a big shift to outsourcing and is well positioned to benefit from this.

With consistent performance and industry-leading growth over the last several years, NLSL is ranked among the Top 5 global providers of Managed Training Services. With a strong balance sheet and availability of growth capital, NLSL sees an opportunity to move up the leadership ladder.

The Company anticipates that the successful completion of the planned demerger will provide the business with a sharper focus and energy to further accelerate its growth.

NLSL intends to capitalize on its expertise and capabilities to expedite growth. In pursuit of this goal, the Company is committed to maintaining ongoing investments in innovation to ensure customer satisfaction, in advisory services to foster thought leadership, and in Sales & Marketing to build a global platform for large-scale comprehensive deals aimed at accelerating growth.

The Company would continue to explore inorganic opportunities to add new capabilities and penetrate desired markets and customer segments. The Company is actively engaged in assessing potential target businesses for such opportunities.

Dividend

The Board of Directors have not recommended any dividend for the financial year 2022-23.

Transfer to Reserves

The Company has not transferred any sum to the general reserve for the financial year 2022-23.

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

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") and NIIT Learning Systems Limited (formerly known as Mindchampion Learning Systems Limited), a wholly owned subsidiary of NIIT ("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, 201 3 ("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 Scheme inter alia, provided the following:

¦ reduction of the existing paid up equity share capital and the securities premium against the accumulated

losses of the Transferee Company without any further act and deed, with the approval of Hon''ble Tribunal in terms of Section 66 of the Act as elaborated in Part III of the Scheme;

¦ the transfer and vesting of the 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 Income Tax Act, 1961 as elaborated in Part IV of the Scheme;

¦ re-organization of the authorized share capital of the Transferee Company as elaborated in Part V of 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 NCLT and filing with the RoC [Registrar of Companies], in accordance with the provisions of the SEBI Circular, as elaborated in the Scheme;

¦ The Appointed Date of the Scheme is April 1, 2022; and

¦ various other matters consequential or otherwise integrally connected therewith.

The Scheme was approved by the Hon''ble National

Company Law Tribunal, Chandigarh Bench (NCLT/ Tribunal)

vide its order dated May 19, 2023. The Effective Date of the

Scheme was May 24, 2023, with effect from the Appointed Date i.e., April 1, 2022.

Upon the Scheme becoming effective:

¦ the existing paid up equity share capital of the Transferee Company comprising of 11,55,64,072 equity shares of INR 10/- each aggregating to INR 1,15,56,40,720 (Indian Rupees One Hundred Fifteen Crores Fifty-Six Lakh Forty Thousand Seven Hundred and Twenty) and securities premium amounting to INR 2,00,00,000 (Indian Rupees Two Crores) stand reduced and cancelled pursuant to Section 66 and other applicable provisions of the Act.

¦ the authorised share capital of the Company got reclassified/reorganized by reducing the face value of equity shares to INR 2 (Indian Rupees Two, only) divided into 60,00,00,000 equity shares of INR 2 (Indian Rupees Two, only) each aggregating to INR 1,20,00,00,000 (Indian Rupees One Hundred Twenty Crores).

¦ the CLG Business Undertaking of the Transferor Company got transferred and vested to the Transferee Company

¦ in consideration of the transfer and vesting of the CLG Business Undertaking from the Transferor Company into the Transferee Company pursuant to Part IV of the Scheme, the Transferee Company to issue and allot 13,46,14,360 (Thirteen Crores Forty Six Lakh Fourteen Thousand Three Hundred Sixty only) equity shares of Rs.2/- (Rupees Two) each to the equity shareholders of NIIT Limited, whose name is recorded in the register of members of NIIT Limited as Shareholder on the Record Date, in the Ratio of 1:1 [i.e. 1 (one) equity share of the Transferee Company for every 1 (one) equity share held of the Transferor Company of face value of INR. 2 each as on the Record Date]. These equity shares of the Transferee Company to be listed on the Stock Exchanges

Subsidiaries, Joint Ventures and Associate Companies

Pursuant to Scheme of Arrangement, following entities became subsidiaries of the Company, being a part of CLG Business Undertaking:

a) NIIT USA Inc, USA

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

- St. Charles Consulting Group, LLC (subsidiary of entity at serial no. a, w.e.f. November 4, 2022)

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

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

23, 2023)

- NIIT Brazil LTDA (subsidiary of entity at serial no. a - incorporated on March 23, 2023)

b) NIIT Limited, UK

c) NIIT Malaysia Sdn. Bhd, Malaysia

d) NIIT (Ireland) Limited, Ireland

- NIIT Learning Solutions (Canada) Limited, Canada (subsidiary of entity at serial no. d)

e) NIIT West Africa Limited, Nigeria

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of each of the Company''s 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 standalone financial statement of the Company.

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 1 36 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/ regulation46-of-the-lodr/ The same shall also be available for inspection by members upon request.

Directors

In accordance with the provisions of the Section 152 of the Companies Act, 2013 ("the Act") Mr. Sapnesh Kumar Lalla (DIN: 06808242), Director retires by rotation at the forthcoming Annual General Meeting ("AGM") and being eligible has offered himself for re-appointment as Director of the Company. The relevant detail is provided in the Notice.

The Board recommends the appointment of Mr. Sapnesh Kumar Lalla, to the members for their approval by passing ordinary resolution.

After the closure of financial year:

- Mr. Ravinder Singh and Ms. Sangita Singh were appointed as Independent Directors of the Company, not liable to retire by rotation, with effect from May 20, 2023, for a term of five years

- Mr. Rajendra Singh Pawar was appointed as NonExecutive and Non-Independent Director and Chairman of the Company, liable to retire by rotation, with effect from May 24, 2023.

- Mr. Vijay K Thadani, Non-executive Director was appointed as Vice-Chairman & Managing Director of the Company, liable to retire by rotation, for a period of 5 years w.e.f. May 24, 2023

- Mr. Sapnesh Kumar Lalla, Non-executive Director was appointed as Executive Director and Chief Executive Officer of the Company, liable to retire by rotation, for a period of 5 years w.e.f. May 24, 2023

- Mr. Ravindra Babu Garikipati was appointed as an Independent Director of the Company, not liable to retire by rotation, with effect from May 24, 2023, for a term of five years

- Ms. Leher Vijay Thadani was appointed as NonExecutive and Non-Independent Director of the Company, liable to retire by rotation, with effect from

May 24, 2023.

The Board has recommended the appointment of these Directors for approval of shareholders through postal ballot. With these additions, the Board shall have increased diversity in terms of age, expertise, domain experience, gender and geography.

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

Further, in the opinion of the Board and on the basis of 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.

Further, Mr. Parappil Rajendran and Ms. Mita Brahma, Nonexecutive Directors of the Company, had resigned from the Board of the Company with effect from May 24, 2023, due to their inability to devote adequate time in view of their other pre-occupation. The Board placed on record its appreciation for the valuable contribution and guidance by Mr. Parappil Rajendran and Ms. Mita Brahma during their tenure as Non-executive Directors of the Company.

Key Managerial Personnel (KMP)

As on the date of this Report, the following officials are the Key Managerial Personnel of the Company in terms of provisions of the Act:

- Mr. Vijay Kumar Thadani, Vice Chairman & Managing Director (appointed w.e.f. May 24, 2023)#

- Mr. Sapnesh Kumar Lalla, Executive Director and Chief Executive Officer (appointed w.e.f. May 24, 2023)^#*

- Mr. Sanjay Mal, Chief Financial Officer (appointed w.e.f. May 24, 2023)*

- Mr. Deepak Bansal, Company Secretary (appointed w.e.f. May 24, 2023)*

#Non-executive Director upto May 23, 2023#

*Pursuant to the Scheme of Arrangement, employment transferred as part of CLG business undertaking and appointed in the Company. The following officials ceased to be the Key Managerial Personnel of the Company in terms of provisions of the Companies Act, 2013:

- Ms. Leena Khokha as Manager (w.e.f. April 30, 2023)

- Mr. Sanjay Kumar Jain as Chief Financial Officer (w.e.f.

May 24, 2023)

- Mr. Siddharth Nath as Company Secretary (w.e.f. May 24, 2023)

Meetings of the Board

During the year under review, eight (8) Board meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Act.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out the annual performance evaluation of its own performance for the financial year 202223. 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 level of engagement and contribution, effective participation in Board/Committee Meetings, independence of judgment, safeguarding the interest of the Company providing of expert advice to Board, deliberations on approving related party transactions etc.

Directors'' Responsibility Statement

As required under Section 134(3)(c) of the Act, the Directors of the Company hereby state and confirm that:

• in preparation of annual accounts for the financial year, the applicable Accounting Standards had been followed along with the proper explanations relating to material departures;

• the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit and loss of the Company for that year;

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

• the Directors have prepared Annual accounts on a going concern basis;

• 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

• 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), was appointed as Statutory Auditors of the Company, for a term of 5 (five) consecutive years, at the AGM held on July 29, 2022. 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 the Financial Statements (Standalone and Consolidated) referred to in the Auditors'' Reports are selfexplanatory and do not require any further comments. The Auditors'' Reports do not contain any qualification, reservation or adverse remark.

Secretarial Auditors

Pursuant to provision of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed Mr. Sandeep Chandna, Practicing Company Secretary as Secretarial Auditor to conduct secretarial audit of the Company for FY23. The Secretarial Audit Report for FY23 is annexed herewith as "Annexure B", and does not contain any qualification, reservation, or adverse remark.

Cost Accounts and Cost Auditors

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

For the year under review, the provisions of Section 148 of the Companies Act, 2013 regarding Cost Audit were not applicable to the Company.

Reporting of Frauds by Auditors

During the year under review, the Statutory Auditor and the Secretarial Auditor have not reported any matter 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

As on March 31,2023, the Company was an unlisted public Company. Thus, the provisions of the Listing Regulations were not applicable to the Company for the financial year ended March 31, 2023. Pursuant to the Scheme, the Company shall be listed at BSE Limited and National Stock Exchange of India Limited. However, as a good governance practice for information to shareholders of the Company, Management Discussion and Analysis Report, along with Business Responsibility and Sustainability Report and Corporate Governance Report are given as separate sections voluntarily and forms a 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 FY23, 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 Company''s risk management mechanism is detailed in the Management Discussion and Analysis Report.

Committees of the Board

The Company has following Committees:

a) Audit Committee (with effect from May 20, 2023)

b) Nomination and Remuneration Committee (with effect from May 20, 2023)

c) Stakeholders'' Relationship Committee (with effect from

May 24, 2023)

d) Corporate Social Responsibility Committee (with effect from May 24, 2023)

e) Risk Management Committee (with effect from May 24, 2023)

The details of these Committees 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

The Board at its meeting held on May 24, 2023, adopted following policies/ codes in compliance with the various provisions of the Act and Listing Regulations:

• 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 an Internal Complaints Committee (ICC) for providing a redressal mechanism pertaining to sexual harassment of women employees at workplace. Employees are sensitized on regular intervals through structured training program and mailers. No complaint was received during the financial year 2022-23. No complaint was pending at the end of the financial year.

Nomination and Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committee, adopted the Nomination and Remuneration Policy on May 24, 2023, as stated in the Corporate Governance Report.

Corporate Social Responsibility

The provisions of Section 135 of the Companies Act, 201 3 related to Corporate Social Responsibility were not applicable on the Company for the year under review.

Related Party Transactions

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business other than transactions mentioned in Form AOC-2. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is attached as "Annexure C".

Vigil Mechanism

As on March 31,2023, the Company was an unlisted public Company. Thus, the provisions of the Listing Regulations were not applicable to the Company for the financial year ended March 31,2023.

After closure of FY23 and 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

After closure of FY23 and pursuant to the provisions of Regulation 43A of Listing Regulations, the Board of Directors had approved the Dividend Distribution Policy on May 24, 2023.

The Policy is given in "Annexure D", forming part of this Report and is also available on the website of the Company at https://info.niit.com/hubfs/section46-of-the-lodr/code-of-conduct-policies/Dividend%20Distribution%20Policy.pdf.

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

a) Conservation of energy

Although the operations of the Company are not energy-intensive, the management 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. 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. Security Event and Incident Management monitoring systems have been deployed to accelerate threat detection and efficient incident response.

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) Expenditure and Earnings in Foreign Currency

The details of foreign exchange earned in terms of actual inflows and the foreign exchange outgo in terms

of actual outflows, during the year are as follows:

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/regulation46-of-the-lodr/ Annual-Returns.html.

General

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

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

• Issue of shares (including sweat equity shares) to the employees of the Company under any scheme

• 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 section 73 to 76 of the Act read with the relevant rules made thereunder your Company has not accepted any fixed deposit from the public.

Particulars of Employees

For the year under review, the Company is not required to provide 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).

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.

Acknowledgement

The Financial year 2022-23 continued to be a challenging period for the business. The Directors express their gratitude to the Company''s customers, business partners, vendors, bankers, financial institutions, governmental and nongovernmental agencies, and other business associates for their ongoing support. The Directors formally acknowledge and appreciate the dedication and remarkable contributions made by the Company''s employees at all levels throughout the year, despite the enduring challenges posed by the environment. Additionally, the directors thank the Governments of all countries where the company has its operations and acknowledge the support and trust of its shareholders. The Directors remain committed to enabling the company to achieve its long-term growth objectives in the years ahead.

By Order of the Board For NIIT Learning Systems Limited

Rajendra Singh Pawar Place: Gurugram Chairman

Date: May 29, 2023 DIN: 00042516