Your directors take pleasure in presenting the 41^st 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. 3,035 million as against Rs. 3,413 million in the previous financial year and the profit after tax is Rs. 395 million as against Rs. 84 million in the previous financial year.

Your Company's standalone revenue from operations for FY24 is Rs. 1,298 million as against Rs. 1,574 million in the previous financial year, and the profit after tax is Rs. 347 million as against loss of Rs. 1 71 million in the previous financial year.

Business Operations

The Composite Scheme of Arrangement (Scheme) for Transfer of Corporate Learning Business to NIIT Learning Systems Limited (NLSL) has been made effective on May 24, 2023. The Appointed Date for the Scheme is April 1, 2022. The financials of the Company reflect the impact of this transfer from the Appointed Date.

For FY24, the Company achieved Revenue of Rs. 3,035 million with EBITDA of Rs. 48 million. While the full year revenue was down 11% YoY, the business achieved a strong recovery during the year. After starting the year with a sharp decline in revenue for the first quarter (down 33% YoY) the Company ended the year with 24% YoY growth in the fourth quarter. Business was impacted by continued compression in training spends and the near freeze in hiring of fresh graduates by the IT industry. The recovery during the year was led by success with Tier 2 GSIs, GCC penetration as well as broad basing of customer base in India Enterprises along with strong growth in BFSI.

Revenue from BFSI and Other programs increased 39% YoY to Rs. 935 million, while revenue from Technology programs declined 23% YoY to Rs. 2,100 million. Contribution from BFSI & Other programs increased from 20% last year to 31% in FY24. Overall, revenue from Early Career programs was down 17% YoY while revenue from Working Professionals declined 4% YoY, resulting in change of mix between Early Career and Working Professionals from 54:46 to 50:50. The company trained over 167,009 professionals during the year, across industries and learner categories.

While business showed agility to pivot and capture growth opportunities, the operations team executed well to improve profitability. EBITDA for the year was Rs. 48 million as compared to Rs. 10 million last year despite continued investments in growth and impact of the environment during the year. A detailed analysis of the overall performance is given in the Management Discussion and Analysis Report, forming part of this Report.

Future Plans

With a continuing shift to Digital economy, the IT and BFSI sectors are expected to continue to see an increasing demand for digital skills and therefore, offer a significant growth opportunity for NIIT. India has over 43 million students enrolled in higher education. The number of college graduates entering the workforce is second highest in the world with about 5.5 million people employed by the IT/ ITES industry and a similar number in BFSI. College students, fresh graduates, and working professionals aspiring to make a career in Technology, BFSI and other emerging sectors in India represent a large untapped opportunity.

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

Post the demerger, NIIT is a focused on growing its Skills & Careers Business and plans to continue to invest in digital learning and deep-skilling programs to scale the business. In addition, company is working on a number of new opportunities across sectors undergoing digital transformation to offer deep skilling programs. Over the next few years, NIIT expects to re-establish the Company as a premium provider of digital talent.

Dividend

Your directors, on October 31, 2023, declared an interim dividend of Rs. 0.50/- per equity (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. 0.75/- 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

There have been no material changes and commitments affecting the financial position of the Company during FY24, other than those explained herein.

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

Share Capital

During the year under review :

• there has been no change in the Authorized Share Capital of the Company;

• the Company has allotted 5,00,862 equity shares to the eligible employees on the exercise of stock options granted under the NIIT Employee Stock Option Plan 2005;

• there was no buyback by the Company.

b) NIIT Limited, UK

c) NIIT Malaysia Sdn. Bhd, Malaysia

d) NIIT (Ireland) Limited

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

e) NIIT West Africa Limited

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 the standalone 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/ india/investors/Pages/Subsidiaries-Financials. The same shall also be available for inspection by members upon request.

Directors

As per the provisions of Section 152 of the Act, Mr. Rajendra Singh Pawar (DIN: 00042516) and Mr. Udai Singh Pawar (DIN: 03477177) Directors of the Company retire by rotation at the forthcoming Annual General Meeting ("AGM") of the Company, and being eligible, offer themselves for re-appointment as Directors of the Company. The relevant details are 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, following changes took place:

- Mr. Rajendra Singh Pawar, was redesignated as Executive Chairman of the Company, liable to retire by rotation, w.e.f. May 24, 2023.

- Mr. Sapnesh Kumar Lalla ceased to be Executive Director & Chief Executive Officer of the Company, w.e.f. May 24, 2023 and redesignated as Non-Executive Director of the Company, liable to retire by rotation.

- Mr. Ravinder Singh and Ms. Sangita Singh, Independent Directors of the Company, had resigned from the Board of the Company with effect from May 24, 2023 due to their appointment as Independent Director on the Board of NIIT Learning Systems Limited and their not being able to give sufficient time.

- Ms. Leher Vijay Thadani resigned from the Board of the Company with effect from May 24, 2023 due to her appointment as Non-executive Director of NLSL and her not being able to give sufficient time.

- Further, based on the recommendation of the Nomination & Remuneration Committee ("NRC"):

• the Board on May 24, 2023, had appointed Mr. Srikanth Velamakanni as additional Independent Director, not liable to retire by rotation, for a term of five consecutive years commencing from May 24, 2023 which was approved by the Members of the Company by passing a special resolution through postal ballot on August 2, 2023.

• the Board on January 15, 2024, had appointed Mr. Sanjiv Kumar Chaudhary as additional Independent Director, not liable to retire by rotation, for a term of five consecutive years commencing from January 15, 2024 which was approved by the Members of the Company by passing a special resolution through postal ballot on March 14, 2024.

• the Board on February 2, 2024, had appointed Ms. Sonu Halan Bhasin as additional Independent Director, not liable to retire by rotation, for a term of five consecutive years commencing from February 2, 2024 which was also approved by the Members of the Company by passing a special resolution through postal ballot on March 14, 2024.

- Mr. Anand Sudarshan and Ms. Geeta Mathur had completed their second term of 5 consecutive years on March 31, 2024. Consequently they cease to be Independent Directors of the Company w.e.f. April 1, 2024.

The Board placed on record its appreciation for the valuable contribution and guidance by Mr. Ravinder Singh, Ms. Sangita Singh, Ms. Leher Vijay Thadani, Mr. Anand Sudarshan and Ms. Geeta Mathur during their tenure as Directors of the Company.

The Board have 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 fulfil 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)

As on March 31, 2024, the following officials were the "Key Managerial Personnel" of the Company in terms of provisions of the Act:

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

• Mr. Parappil Rajendran, Joint Managing Director

• Mr. Sanjeev Bansal, Chief Financial Officer

• Ms. Arpita Bisaria Malhotra, Company Secretary

During the year under review, pursuant to the Scheme employment of Mr. Sapnesh Kumar Lalla (Executive Director & Chief Executive Officer), Mr. Sanjay Mal (Chief Financial Officer) and Mr. Deepak Bansal (Company Secretary), were transferred as part of CLG business undertaking to NLSL. Accordingly, they ceased to be in the employment of the Company and consequently, they also ceased to be Key Managerial Personnel in terms of the provisions of Section 203 of the Act, w.e.f. May 24, 2023.

Further, the Board on the recommendation of Nomination & Remuneration Committee, on May 24, 2023 approved the appointment of Mr. Sanjeev Bansal as Chief Financial Officer and Ms. Arpita Bisaria Malhotra as Company Secretary of the Company. Consequently, they were also appointed as Key Managerial Personnel in terms of the provisions of Section 203 of the Act.

The Board on the recommendation of Nomination & Remuneration Committee, on March 28, 2024 approved the appointment of Mr. Pankaj Prabhakar Jathar as Chief Executive Officer (CEO) of the Company effective July 1, 2024.

Meetings of the Board

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

Board Evaluation

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

Inputs were received from the Directors, covering various aspects of the 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

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

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

b) the Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of 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), were appointed as Statutory Auditors of the Company, for second term of 5 (five) consecutive years, at the AGM held on August 05, 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 the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board appointed PI & Associates, Practicing Company Secretaries, as Secretarial Auditors to conduct secretarial audit of the Company for 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.

Further, in terms of the requirements under Regulation 24A of the Listing Regulations, the Secretarial Audit Report of the Company's Indian material unlisted subsidiary, RPS Consulting Private Limited is annexed herewith as "Annexure C" forming part of this Report.

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.

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

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

• 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, 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:// www.niit.com/authoring/Documents/New-Disclosures/ 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, Exports, and

Foreign Exchange Earnings and Outgo:

a) Conservation of energy

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

b) Technology absorption

The Company 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 learning content / courseware and other services to its overseas customers to meet their varying learning needs. The Company will continue to strengthen its presence in China, and other emerging markets, with a view to increase exports.

(ii) Total foreign exchange earned and used:

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

Particulars of Loans, Guarantees, or Investments

Detail of Loans, Guarantees or Investments (if any) covered under the provisions of Section 186 of the Act is 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/india/investors/Pages/ Annual-Return

General

Your directors state that no disclosure or reporting is required in respect of the following matters, as there was no transaction on these items during the year under review (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 Sections 73 to 76 of the Act read with the relevant rules made thereunder, your Company has not accepted any deposit from the public.

Particulars of Employees

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

Human Resources

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

Employee Stock Options

The Company established the Employee Stock Option Scheme 2005 (ESOP 2005) with the objective of attracting and motivating employees by rewarding performance, thereby retaining the best talent. The aim is to develop

a sense of ownership among the employees within the organization and to align your Company's stock option scheme with the best practice in the industry. During the year under review, the Company did not grant any new Employee Stock Options.

The grant-wise details of the Employee Stock Option Scheme 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 https://www.niit.com/india/ and forms a part of this Report. The same shall also be available for inspection by members upon request.

Acknowledgment

The Financial year 2023-24 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 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.