We have audited the accompanying standalone financial statements of NIIT Limited (“the Company”), which comprise the Balance
sheet as at March 31,2026, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash
Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements,
including a summary of material accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial
statements give the information required by the Companies Act, 2013, as amended (“the Act”) in the manner so required and give
a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company
as at March 31,2026, its profit including other comprehensive loss, its cash flows and the changes in equity for the year ended on
that date.
Basis for Opinion
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs), as specified
under section 143(10) of the Act. Our responsibilities under those Standards are further described in the ‘Auditor’s Responsibilities
for the Audit of the Standalone Financial Statements’ section of our report. We are independent of the Company in accordance with
the ‘Code of Ethics’ issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant
to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other
ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone
financial statements for the financial year ended March 31, 2026. These matters were addressed in the context of our audit of the
standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters. For each matter below, our description of how our audit addressed the matter is provided in that context.
We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled
the responsibilities described in the Auditor’s responsibilities for the audit of the standalone financial statements section of our
report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond
to our assessment of the risks of material misstatement of the standalone financial statements. The results of our audit procedures,
including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying
standalone financial statements.
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Key audit matters
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How our audit addressed the key audit matter
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(a) Impairment of Investments (refer to the summary of material accounting policies in point 2(g) and the disclosure in note 8 of
the standalone financial statements)
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The Company has a net investment of Rs. 2,587.79
Million in subsidiaries. Annually, the management
assess the existence of impairment indicators of
each investment in subsidiaries and in case where
impairment indicators exist, such investments are
subjected to an impairment test. For the purpose
of impairment testing, value in use is determined
by forecasting and discounting future cash flows
which is highly sensitive to changes in some of the
key inputs used for forecasting the future cash flows.
Further, the determination of the recoverable amount
of the unquoted investments involve exercise of
significant judgment by management due to inherent
complexities in the assumptions supporting the
recoverable amount. Accordingly, determination of
recoverable amounts of investments in subsidiaries
was considered to be a key audit matter in our audit
of the standalone financial statements.
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Our audit procedures included the following:
• Assessed the Company’s valuation methodology applied in determining
the recoverable amount;
• Obtained financial statements of subsidiaries from the management
where impairment indicators exist;
• Verified the supporting information used in determining cash flow
forecasts, discount rates, expected growth rates and terminal growth
rates;
• Assessed historical accuracy of management’s budgets and forecasts by
comparing them to actual performance;
• Assessed the recoverable value headroom by performing sensitivity
testing of key assumptions used;
• Discussed changes in assumptions as compared to previous year /
actual performance with management in order to evaluate the inputs and
assumptions used in the cash flow forecasts;
• Tested the arithmetical accuracy of the models; and
• Assessed the appropriateness of disclosures given in the financial
statements for compliance with applicable disclosure requirements.
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Key audit matters
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How our audit addressed the key audit matter
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Revenue recognition and recoverability of trade receivables and unbilled revenue (refer to the summary of material
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accounting policies in point 2(c) and the disclosure in note 17 of the standalone financial statements)
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The Company derives significant portion of its
revenue from training delivery under time and material
contracts. The Company recognizes revenue from its
services over a period of time. We identified revenue
recognition as a key audit matter because revenue
is one of the Company’s key performance indicators
and there is an inherent risk around the accuracy of
revenue which is dependent upon confirmation of
training delivery from customer.
Further, the Company has a significant balance of
trade receivables and unbilled revenue amounting to
Rs. 292.42 Million (net of provision) as at March 31,
2026. The Company has determined the allowance
for expected credit losses based on past experience
and adjusted to reflect current and estimated future
economic conditions.
Due to significance of carrying values of trade
receivables and judgments involved in assessing
recoverability of trade receivables and unbilled
revenue, this matter was considered key audit matter
to our audit.
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Our audit procedures included the following:
We have performed a walkthrough and obtained an understanding of the
process and tested the operating effectiveness of key controls associated
with the revenue recognition and accounts receivable process.
We made enquiries of management and analysed contracts on sample basis
to evaluate revenue recognition in accordance with the terms and conditions
of the contract. We have:
• Assessed the Company’s accounting policies relating to revenue
recognition;
• Checked the revenue recognition from training contracts by reading
the supporting documents including inspection of contracts/ statement
of work/ purchase orders from customers and documents evidencing
satisfaction of performance obligation, on a test check basis;
• Checked, pre and post-year end, sample of revenue recognized, with
supporting documents;
• Circulated the confirmations for outstanding trade receivables on sample
basis on year-end, and performed alternate procedures for confirmations
not received;
• Tested the ageing of trade receivables for a sample of invoices;
• Checked the subsequent collection made from trade receivables and
subsequent billing for unbilled revenue and inquired of management for
the reasons of any long outstanding amounts and correspondences with
customers;
• Tested the management computation of the allowance for credit loss;
• Tested the journal entries impacting revenue, using data extracted
from the accounting system, made in the preparation of the financial
statements; and
• Checked the adequacy of disclosure given in the financial statements for
compliance with the Accounting Standards.
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Other Information
The Company’s Board of Directors is responsible for the other information. The other information comprises the information included
in the annual report, but does not include the standalone financial statements and our auditor’s report thereon. The annual report is
expected to be made available to us after the date of this auditor’s report.
Our opinion on the standalone financial statements does not cover the other information and we will not express any form of
assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified
above when it becomes available and, in doing so, consider whether such other information is materially inconsistent with the
financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
Responsibilities of Management for the Standalone Financial Statements
The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation
of these standalone financial statements that give a true and fair view of the financial position, financial performance including
other comprehensive loss, cash flows and changes in equity of the Company in accordance with the accounting principles
generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with
the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing
and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and
estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation
and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement,
whether due to fraud or error.
In preparing the standalone financial statements, management is responsible for assessing the Company’s ability to continue as a
going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless
management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone
financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout
the audit. We also:
• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the
circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company
has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such
controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the
Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However,
future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and
whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair
presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance
in the audit of the standalone financial statements for the financial year ended March 31, 2026 and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms
of sub-section (11) of section 143 of the Act, we give in the “Annexure 1” a statement on the matters specified in paragraphs
3 and 4 of the Order.
2. As required by Section 143(3) of the Act, we report to the extent applicable, that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purposes of our audit;
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our
examination of those books except as disclosed in note 38(x) to the standalone financial statements, with respect to one
certain software, the back-up of books of account and other books and papers maintained in electronic mode was kept in
servers physically located in India on a daily basis from February 3, 2026 and for the matters stated in the paragraph 2(i)(vi)
below on reporting under Rule 11(g);
(c) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash
Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;
(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under
Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;
(e) On the basis of the written representations received from the directors as on March 31,2026 taken on record by the Board
of Directors, none of the directors is disqualified as on March 31, 2026 from being appointed as a director in terms of
Section 164 (2) of the Act;
(f) The modification relating to the maintenance of accounts and other matters connected therewith are as stated in paragraph
(b) above on reporting under Section 143(3)(b) and paragraph 2(i)(vi) below on reporting under Rule 11(g);
(g) With respect to the adequacy of the internal financial controls with reference to these standalone financial statements and
the operating effectiveness of such controls, refer to our separate Report in “Annexure 2” to this report;
(h) In our opinion, the managerial remuneration for the year ended March 31,2026 has been paid / provided by the Company
to its directors in accordance with the provisions of section 197 read with Schedule V to the Act.
(i) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit
and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations
given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial
statements - Refer note 30 to the standalone financial statements;
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material
foreseeable losses;
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection
Fund by the Company;
iv. a) The management has represented that, to the best of its knowledge and belief, other than as disclosed in the
note 38(xiii) to the standalone financial statements, no funds have been advanced or loaned or invested (either
from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other
person or entity, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing
or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries;
b) The management has represented that, to the best of its knowledge and belief, other than as disclosed in the
note 38(xiv) to the standalone financial statements, no funds have been received by the Company from any
person or entity, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing
or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries; and
c) Based on such audit procedures performed that have been considered reasonable and appropriate in the
circumstances, nothing has come to our notice that has caused us to believe that the representations under sub¬
clause (a) and (b) contain any material misstatement.
v. The final dividend paid by the Company during the year in respect of the same declared for the previous year is in accordance
with section 123 of the Act to the extent it applies to payment of dividend.
As stated in note 32 (ii) to the standalone financial statements, the Board of Directors of the Company have proposed final
dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend
declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.
vi. Based on our examination which included test checks, the Company has used an accounting software and certain other
software for maintaining its books of account which have a feature of recording audit trail (edit log) facility and the has
operated throughout the year for all relevant transactions recorded in the software except as described in note 38(ix) to
the standalone financial statements in case of two other software additional feature added during the year the feature of
recording audit trail (edit log) facility has been operated w.e.f. July 21,2025 and July 24, 2025. Further, during the course of
our audit we did not come across any instance of audit trail feature being tampered with, in respect of accounting software
and certain other software where the audit trail has been enabled.
Additionally, the audit trail of relevant prior years has been preserved by the Company as per the statutory requirements for
record retention, to the extent it was enabled and recorded in those respective years.
For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004
per Yogender Seth
Partner
Membership Number: 094524
UDIN: 26094524SZILZM4416
Place of Signature: Gurugram
Date: May 14, 2026
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