Your Directors are pleased to present this Board Report,
providing an overview of our performance, key business
developments, and strategic priorities for the reporting period.
This report highlights our achievements, challenges, financial
performance, and areas of strategic focus, while outlining the
actions being taken to support continued success and value
creation for all stakeholders.

The highlights of your Company’s financial results for the
financial year (FY) April 1, 2025, to March 31, 2026, (FY26) are
as follows:

Your Company’s consolidated revenue from operations for FY26
is Rs. 3902 million as against Rs. 3,576 million in the previous
financial year and the profit after tax is Rs. 59 million as against
Rs. 480 million in the previous financial year.

Your Company’s standalone revenue from operations for FY26
is Rs.1,211 million as against Rs. 1,260 million in the previous
financial year, and loss after tax is Rs. 105 million as against
profit of Rs. 361 million in the previous financial year.

Business Operations

During the financial year ended March 31, 2026, the Company
recorded consolidated revenues of Rs. 3,902 million, an increase
of 9% over the previous year, notwithstanding a challenging
global macroeconomic environment and a moderated hiring
cycle in the technology sector. Growth was led by Technology
programs, which contributed 72% of total revenues, while
BFSI & Other programs accounted for 28%. Revenues from
Technology programs grew by 20% year-on-year, driven by
deeper engagement with Tier-2 Global System Integrators
(GSIs), Global Capability Centers (GCCs), and the expansion of
advanced digital skills offerings for working professionals. BFSI
& Other programs declined 12% year-on-year, as large private
sector banks curtailed fresh-hire training, even as the Company
expanded coverage with NBFCs and large Indian enterprise
clients.

In FY26, the Company trained approximately 941,250 learners
across its Consumer (including universities) and Enterprise go-
to-market channels. Investments in digital delivery platforms, AI-
enabled learning solutions, and targeted go-to-market initiatives
strengthened the Company’s position as a trusted partner for
talent transformation.

Future Plans

As an AI-first enterprise, the Company expects to focus on AI-led
deep-skilling for aspirational careers in the Technology and BFSI
sectors, addressing the talent transformation needs of GSIs,
GCCs, large Indian enterprises, and BFSI organizations, while
continuing to pursue opportunities in new-age careers within
high-growth areas such as Engineering R&D, Decarbonization,
Supply Chain Management and Design.

Artificial Intelligence is expected to be the Company’s primary
growth driver. Building on the AI-first strategy adopted in FY26,
the Company plans to expand its Generative AI and Agentic
AI training portfolio, integrate AI into delivery platforms to
enhance personalization and scalability, and strengthen OEM
partnerships, which stood at 30 as of FY26. The Company
launched flagship offerings such as ‘Building Agentic AI
Systems’, made its proprietary Spark platform fully AI-enabled,
and introduced iamneo’s Agent Smith AI coaching suite, while
revenue from AI programs reached approximately 8% of total
revenue in Q4 FY26. The AI-led portfolio, enhanced by iamneo’s
platform with potential access to the large higher-education
segment in India, is already showing early traction.

This is reflected in strong FY26 order intake of Rs. 4,209 million,
up 17% year-on-year, although the pace of execution was
moderated by global economic uncertainty and geopolitical
tensions. Having deliberately invested ahead of the curve in
AI capabilities, go-to-market, and platforms during FY26, the
Company expects to stay the course on its planned investment
roadmap to achieve its long-term stated goals.

Backed by a strong brand, robust balance sheet, proven
methodology, and enterprise-grade learning platforms, the
Company expects to scale transformation initiatives, accelerate
digital adoption, and reinforce its position as the talent builder
to the nation.

Dividend

Your directors have recommended a dividend of Rs.1/- per
equity share (face value of Rs. 2/-) for the financial year ended
March 31,2026, for the approval of the members at the ensuing
Annual General Meeting (AGM). The dividend, if approved, will
be paid within 30 days of the AGM.

Dividend Distribution Policy

The dividend payment is based on the parameters outlined in
the Dividend Distribution Policy of the Company which is in
accordance with Regulation 43A of the SEBI Listing Regulations.
The said Policy is available on the Company’s website at

https://www.niit.com/authoring/Documents/New-Disclosures/

Dividend%20Distribution%20Policy.pdf

Transfer to Reserves

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

There have been no material changes and commitments
affecting the financial position of the Company during FY26,
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 796,055 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.

Subsidiaries, Joint Ventures and Associate Companies

Pursuant to the provisions of Section 129(3) of the Companies
Act, 2013 (“the Act”) a statement containing the salient features
of each of the Company’s subsidiaries, associates and joint
venture companies is 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.

During the financial year :

• your Company had executed a Share Subscription
& Purchase Agreement (SSPA) and other transaction
documents with iamneo Edutech Private Limited (“iamneo”)
and its promoters on April 17, 2025, to acquire 100% equity
shareholding of iamneo in multiple tranches.

Your Company had acquired 70% equity shareholding in
iamneo on April 17, 2025. The remaining 30% shareholding
will be acquired by the Company from the promoters of
iamneo in subsequent tranches, over a period of the next five
(5) years, subject to certain terms & conditions, as agreed

under the SSPA and the other transaction documents.
Pursuant to the completion of the aforesaid acquisition,
iamneo has become a subsidiary of the Company effective
April 17, 2025.

iamneo is an AI-powered deep-skilling SaaS platform
that expands NIIT’s capability in delivering personalized,
simulation-driven learning for both higher education and
enterprise clients. iamneo achieved strong growth in its
business and helped drive overall growth for the Company.

• your Company, on April 19, 2025, approved a proposal to
purchase:

o 1,900,000 equity shares of NIIT Institute of Finance
Banking and Insurance Training Limited (IFBI), a
subsidiary of the Company, constituting 18.79% of the
aggregate issued and paid-up share capital from ICICI
Bank Limited; and

o 50,000 equity shares of IFBI constituting 0.49% of
the aggregate issued and paid-up share capital from
Individual shareholders.

NIIT was already holding 80.72% of the aggregate issued
and paid-up share capital of the IFBI.

On June 11, 2025, the Company consummated the
acquisition of the residual equity interest in IFBI, comprising
1,950,000 equity shares (representing 19.28% of the
issued and paid-up share capital), including 1,900,000
equity shares acquired from ICICI Bank Limited and 50,000
equity shares acquired from individual shareholders, for an
aggregate consideration of INR 62.7 million. Subsequent
to the completion of this transaction, NIIT Limited’s
shareholding in IFBI increased to 100% of its issued and
paid-up share capital. Accordingly, IFBI became a wholly
owned subsidiary of NIIT Limited effective June 11,2025.

This simplified the business structure and enhanced the
Company’s agility in addressing BFSI sector opportunities.

• the Board of Directors of NIIT Limited, at its meeting held on
October 9, 2025, based on the recommendation of the Audit
Committee, approved the Scheme of Amalgamation of its
wholly owned subsidiaries, NIIT Institute of Finance Banking
and Insurance Training Limited and RPS Consulting Private
Limited, with and into the Company. The matter was heard
by the Hon’ble National Company Law Tribunal (NCLT),
Chandigarh Bench, on March 26, 2026. After the closure of
the financial year, NCLT approved the Scheme vide its order
dated May 22, 2026.The Appointed date of the Scheme is
April 1,2026.

Consolidated Financial Statements

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

Pursuant to the provisions of Section 136 of the Act, the
audited financial statements of the Company (Standalone
and Consolidated) along with the relevant documents and the

audited accounts of each of its subsidiaries are available on the
website of the Company, i.e.,https://www.niit.ai/india/investors/
pages/Subsidiaries-Financials.

These documents will also be available for inspection during
the business hours at the Registered Office of the Company.
Any member desirous of obtaining a copy of the said Financial
Statements may write to the Company.

Changes during the year

During the year, pursuant to the recommendation of the
Nomination and Remuneration Committee / Board and approval
of the shareholders at the Annual General Meeting held on
September 24, 2025, Mr. Parappil Rajendran was re-designated
as a Non-Executive Director of the Company with effect from
October 1, 2025.

Further, Ms. Avani Vishal Davda was re-appointed as an
Independent Director of the Company for a second consecutive
term of five years commencing from June 5, 2026 and ending
on June 4, 2031. The re-appointment was approved by the
shareholders at the Annual General Meeting held on September
24, 2025.

Appointment and Re-appointment

1. Re-appointment of Directors retiring by rotation

In accordance with 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 ensuing Annual General Meeting
(“AGM”) and, being eligible, have offered themselves for re¬
appointment.

Based on the recommendation of the Nomination and
Remuneration Committee, the Board of Directors have
recommended their re-appointment for approval of the
members at the ensuing AGM. The relevant details of the
Directors seeking re-appointment, as required under the
Act and the Listing Regulations, are provided in the Notice
convening the AGM.

2. Re-appointment of Independent Director

Based on the recommendation of the Nomination and
Remuneration Committee, the Board of Directors approved
and recommended for the approval of the members the
re-appointment of Mr. Ravindra Babu Garikipati (DIN:
00984163) as an Independent Director of the Company for
the second term of five consecutive years commencing
from November 11,2026 to November 10, 2031.

The Board is of the view that Mr. Garikipati possesses
the requisite integrity, qualifications, skills, experience,
expertise, and proficiency required to effectively discharge
his duties as an Independent Director of the Company.

The Notice convening the ensuing Annual General Meeting
contains the necessary disclosures in accordance with Section
102 of the Act, Regulation 36(3) of the Listing Regulations,
and Secretarial Standard-2 on General Meetings issued by the
Institute of Company Secretaries of India.

The Board continues to maintain an appropriate balance of
skills, experience, age, gender, and geographical diversity.

Key Managerial Personnel(s)

During the year under review, and based on the recommendation
of the Nomination and Remuneration Committee / Board and
approval of the shareholders at the Annual General Meeting
held on September 24, 2025, Mr. Parappil Rajendran was
re-designated as a Non-Executive Director with effect from
October 1, 2025. Accordingly, he ceased to hold the position
of Key Managerial Personnel (KMP) of the Company from the
said date.

As on March 31, 2026, 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

• Mr. Pankaj Prabhakar Jathar, Chief Executive Officer

• Mr. Sanjeev Bansal, Chief Financial Officer

• Ms. Arpita Bisaria Malhotra, Company Secretary

Declaration by Independent Directors

The Company has, inter alia, received the following declarations
from all the Independent Directors confirming that:

• They meet the criteria of independence as prescribed
under section 149(6) of the Act and Regulation 16(1)(b) of
Listing Regulations and there has been no change in the
circumstances which may affect their status as Independent
Directors of the Company;

• They have complied with the Code for Independent Directors
prescribed under Schedule IV to the Act; and

• They have registered themselves with the Independent
Director’s Database maintained by the Indian Institute of
Corporate Affairs pursuant to the provision of Rule 6 (1) of
the Companies (Appointment and Qualification of Directors)
Rules, 2014.

In the opinion of the Board, all Independent Directors possess the
requisite qualifications, Integrity, experience, expertise and hold
high standards of integrity required to discharge their duties with
an objective independent judgement and without any external
influence. Details of key skills, expertise and core competencies
of the Board, including the Independent Directors, are available
in the Corporate Governance Report, which forms part of this
Annual Report.

The details of the familiarization programme imparted to
independent directors are available on the website of the
Company and link of the same is provided in the Corporate
Governance Report, which forms part of this Annual Report.

Meetings of the Board

During the year under review, nine (9) Board Meetings were
convened and held. The intervening gap between the two
meetings was within the period prescribed under the Act and
Listing Regulations. The details of board meetings and the
attendance of the Directors are provided in the Corporate
Governance Report, which forms part of this Annual Report.

Independent Directors’ Meeting

The Independent Directors met on March 25, 2026, without
the presence of Non-Independent Directors and members of
the management. The Independent Directors reviewed the
performance of the Non-Independent Directors, the Committees
and the Board as a whole along with the performance of the
Chairman of your Company, and assessed the quality, quantity
and timeliness of flow of information between the management
and the Board, which is necessary for the Board to effectively
and reasonably perform their duties.

Board Evaluation

In accordance with the requirements under the Act, Listing
Regulations and SEBI Guidance Note on Board Evaluation, an
annual performance evaluation of the Board, its Committees,
Individual Directors and the Chairman of the Board, was
undertaken for financial year 2025-26. The process comprised
a comprehensive evaluation through a structured framework
focusing on key aspects of governance and effectiveness. It
covered the adequacy of Board composition, including diversity,
independence and alignment of skills, as well as the effectiveness
of leadership and Committee structures. The evaluation also
reviewed the functioning of the Board, including the quality of
meetings, effectiveness of deliberations and decision-making,
and the adequacy and timeliness of information flow, along
with Board dynamics such as communication, relationships
and engagement with Management, and assessed the Board’s
oversight of strategy, risk management, business performance,
as well as its role in talent management and succession
planning. In addition, the process included an assessment of the
effectiveness of Board Committees, their contribution to Board
deliberations, and the functioning of individual Committees.
The Nomination and Remuneration Committee and the Board
reviewed the evaluation outcome in May 2026.

Directors’ Responsibility Statement

Pursuant to the provisions of Section 134(5) of the Act (including
any statutory modification(s) or re-enactment(s) for the time
being in force) the Directors of your Company, to the best of
their knowledge and ability state and confirm that:

• In the preparation of the Annual Financial Statement for
the financial year ended March 31, 2026, the applicable
Accounting Standards have been followed along with the
proper explanation relating to material departures;

• 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 FY26 and of the profit & loss of the Company for
that period;

• 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;

• The Directors have prepared the Annual Accounts on the
'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.

During the year under review, your Company has complied
with all the applicable provisions of Secretarial Standard-1 and
Secretarial Standard-2 relating to “Meetings of the Board of
Directors” and “General Meetings”, respectively issued by the
Institute of Company Secretaries of India.

Pursuant to the provisions of Section 139 of the Act read with
the rules made thereunder, as amended from time to time,
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 39^th Annual General
Meeting (AGM) held on August 05, 2022 to hold office till the
conclusion of the 44^th AGM of the Company, to be held in the
year 2027.

The Statutory Auditors have confirmed that they are eligible and
qualified to continue as Statutory Auditors of the Company.

Statutory Auditors have expressed their unmodified opinion on
the Standalone and Consolidated Financial Statements and their
reports do not contain any qualifications, reservations, adverse
remarks or disclaimer requiring explanation or comments from
the Board under Section 134(3) of the Act. The notes to the
financial statements referred to in the Auditor’s Report are self¬
explanatory.

A representative of the Statutory Auditors of your Company
attended the previous AGM of your Company held on September
24, 2025.

Pursuant to the provisions of Section 204 of the Act read with
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and Listing Regulations, PI & Associates,
Practicing Company Secretaries (Firm Registration Number
P2014UP035400), were appointed as Secretarial Auditors of the
Company, for a term of Five (5) consecutive years, commencing
from FY 2025-26 till FY 2029-30.

The Secretarial Auditors have confirmed that they are eligible
and qualified to continue as Secretarial Auditors of the Company.

The Secretarial Audit Report for FY26 is annexed herewith as
“Annexure B” forming part of this Report. The Secretarial Audit
Report does not contain any qualification, reservation or adverse
remark or disclaimer requiring explanation or comments from
the Board under Section 134(3) of the Act.

A representative of the Secretarial Auditors of your Company
attended the previous AGM of your Company held on September
24, 2025.

Secretarial Audit of Material Unlisted Indian Subsidiaries

In terms of the requirements under Regulation 24A of the Listing
Regulations, the Secretarial Audit Report of the Company’s
Material Unlisted Indian subsidiaries, RPS Consulting Private
Limited and NIIT Institute of Finance Banking and Insurance
Training Limited are annexed herewith as “Annexure C” and
“Annexure D” respectively forming part of this Report.

The said Reports do not contain any qualifications, reservations,
adverse remarks or disclaimer requiring explanation or
comments from the Board under Section 134(3) of the Act.

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
(Firm Registration Number 000019), as the Cost Auditors of the
Company, for conducting the audit of the cost records of the
products/services of the Company for FY26. The ratification of
the remuneration payable to the Cost Auditors is being sought
from the members of the Company at the forthcoming AGM.

A representative of the Cost Auditors of your Company attended
the previous AGM of your Company held on September 24,
2025.

Reporting of Frauds by Auditors

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

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.

Your Company continues to adhere to the Corporate Governance
requirements set out by SEBI and is committed to the highest
standards 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 Auditor
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.

Pursuant to the provisions of Regulation 34 of the Listing
Regulations, the 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.

Pursuant to the requirements of Section 135 of the Act read with
the Companies (Corporate Social Responsibility Policy) Rules,
2014, the Company has a Corporate Social Responsibility (CSR)
Committee. The details of the Committee are 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 athttps://www.niit.com/authoring/Documents/New-
Disclosures/CSR%20Policy%20w.e.f.%205.2.2021.pdf

The Company did not meet any of the thresholds mentioned
in Section 135 (1) of the Act on the basis of the financials for
the financial year 2024-25, thus the Company was not required
to contribute any amount for Corporate Social Responsibility
during FY26. Therefore, the Report on CSR activities is not
applicable for FY26.

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 (as required under law) 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(3)(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 E”, forming
part of this Report.

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.

Ý A

Your Company has a structured Risk Management Framework,
designed to identify, assess and mitigate risks appropriately.
The Board has a Risk Management Committee (“RMC”) to
frame, implement and monitor the risk management plan for
your Company. The RMC is responsible for reviewing the risk
management plan and ensuring its effectiveness. The Audit
Committee has additional oversight in the area of financial
risks and controls. The major risks identified by the businesses
are systematically addressed through mitigation actions on
a continual basis. Further details on the Risk Management
activities, including the implementation of the risk management
policy, key risks identified and their mitigations are covered in
Management Discussion and Analysis Report, which forms part
of this Annual Report.

As on March 31,2026, the Board has constituted the following
Committees, pursuant to the applicable provisions of the Act
and the Listing Regulations:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Risk Management Committee

• Corporate Social Responsibility Committee

Details of all the Committees such as composition and meetings
held during the year under review are disclosed in the Corporate
Governance Report, which forms part of this Annual Report.

In Compliance with National Financial Reporting Authority
(NFRA) Guidelines, the Board has constituted Those Charged
With Governance (“TCWG”) with all the members of the audit
committee (and one executive director unless part of Audit
Committee). The Company has also designated the Chairperson
of the Audit Committee as the Nodal Person.

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

• Policy on the determination of material subsidiaries

• Policy on the determination of material/ price sensitive
information

• Policy on related party transactions

• Nomination and remuneration policy

• Code of conduct to regulate, monitor and report 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 (annexed as “Annexure F”)

The Company has a policy on “Prevention of Sexual Harassment
of Women at the 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 the status of complaints are
provided in the Corporate Governance Report, forming part of
this Report.

Nomination and Remuneration Policy

The Nomination and Remuneration Committee has framed a
Nomination and Remuneration Policy for determining the criteria
of selection and appointment of directors, key managerial
personnel, senior management personnel including determining
the qualifications, positive attributes, independence of a
Director and other matters provided under Section 178(3) of the
Act and Listing Regulations. The salient aspects covered in the
Nomination and Remuneration Policy, covering the policy on
appointment and remuneration of directors and other matters
have been outlined in the Corporate Governance Report which
forms part of this Annual Report. NRC Policy is available at
website of the Company athttps://www.niit.com/authoring/
Documents/New-Disclosures/Nomination%20and%20
Remuneration%20Policy.pdf

Your Company has adopted a whistle blower policy and has
established the necessary vigil mechanism for Directors and
employees in conformity with Section 177 of the Act and
Regulation 22 of the Listing Regulations, to facilitate reporting of
genuine concerns about unethical or improper activity, without
fear of retaliation.

The vigil mechanism of your Company provides for adequate
safeguards against victimization of whistle blowers who avail
of the mechanism and also provides for direct access to the
Chairperson of the Audit Committee.

No person has been denied access to the Chairperson of the
Audit Committee. The said policy is uploaded on the website of
your Company. During the year under review, your Company has
not received any complaint under the vigil mechanism.

Your Company is committed to providing a safe, secure, and
inclusive work environment that is free from discrimination and
harassment. In compliance with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 (“POSH Act”) and the rules framed
thereunder, Your Company has adopted a comprehensive
Prevention of Sexual Harassment (“POSH”) Policy and
constituted Internal Committees (“ICs”) at all applicable
locations across India.

The Internal Committees, comprising experienced members
including an external representative and chaired by senior
women employee, are responsible for addressing and resolving
complaints relating to sexual harassment in a fair, impartial, and
confidential manner. Your Company follows a zero-tolerance
approach towards any form of sexual harassment at the
workplace.

To foster a culture of respect and awareness, your Company
regularly undertakes initiatives to educate employees on
the provisions of the POSH Act and appropriate workplace
conduct, including in remote and hybrid working environments.
Employees are required to undergo mandatory POSH training
and awareness programs to enhance their understanding and
sensitivity towards workplace harassment issues.

During the financial year under review, no complaint relating to
sexual harassment was received by the Internal Committees.

Your Company is committed to fostering a safe, inclusive, and
supportive work environment for all women employees. In
accordance with the provisions of the Maternity Benefit Act,
1961, as amended from time to time, your Company extends
all applicable maternity benefits and statutory entitlements to
eligible women employees, including maternity leave, nursing
breaks, and other benefits prescribed under the Act.

During the year under review, your Company has complied with
all applicable provisions of the Maternity Benefit Act, 1961.
Your Company continues to promote a workplace culture that
upholds the rights, dignity, health, and well-being of its women
workforce while ensuring adherence to all applicable laws and
regulatory requirements.

I ' , * - '£ '\ ' f ^r'

(a) Conservation of energy

Although the operations of the Company are not energy¬
intensive, the management has been highly conscious of the
criticality of the 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

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 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:

(Amount in Rs. million)

^{OR INVESTMENTS MADE OR SECUR}IIT ^PROVIDED_ i

The particulars of loans, guarantees, investments and securities
provided by the Company, during the year under review, are
given in the notes forming part of the standalone financial
statement of your Company as per Section 186 of the Act

Pursuant to Section 134(3)(a) of the Act, the Annual Return as on
March 31,2026 prepared in accordance with Section 92(3) of the
Act is available on the Company’s website and can be accessed
at the following linkhttps://www.niit.ai/india/investors/pages/
Annual-Return.

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.

• No application has been made under the Insolvency and
Bankruptcy Code; hence the requirement to disclose the
details of any application made, or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016 is not
applicable for the year under review.

• The requirement to disclose the details of any difference
between the valuation done at the time of a one-time
settlement and the valuation done while taking a loan
from banks or financial institutions, along with the reasons
thereof, is not applicable for the year under review.

There were no outstanding deposits within the meaning
of Section 73 and 74 of the Act, read with the Companies
(Acceptance of Deposit) Rules, 2014 at the end of FY 2025-26
or the previous financial years. Your Company did not accept
any deposit during the year under review.

Hence, the requirement for furnishing details relating to deposits
covered under Chapter V of the Act and the details of deposits
which are not in compliance with the Chapter V of the Act is not
applicable.

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

Human Resources

NIITians are the key resource for your Company. Your
Company continued to have a favourable 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.

In a significant milestone for the year, the Company earned the
Great Place To Work® Certification in its first participation in
over a decade. This independent recognition, driven by direct
feedback from NIITians, reflects the strength of the Company’s
culture and the maturity of its people practices. Based on the
candid voice of NIITians, the certification affirms a workplace
founded on trust, pride and camaraderie, underpinned by strong
Leadership that reflect the quality of the Company’s culture and
people practices.

The recognition validates the Company’s sustained investment
in fostering a fair, inclusive and high-trust work environment
and positions it among a distinguished group of organisations
recognised globally for people-first cultures. The achievement
reinforces the organisation’s enduring commitment to its ‘NIIT is
people’ philosophy and provides a strong foundation to further
enhance engagement, pride and a sense of belonging in the
years ahead.

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 practices in the industry.

During the year under review, the Nomination and Remuneration
Committee has granted following Employee Stock Options to
the eligible employees under ESOP 2005:

• 680,000 Employee Stock Options

- Grant #41 - 450,000 Stock Options,

- Grant #42 - 105,000 Stock Options,

- Grant #43 - 95,000 Stock Options,

- Grant #44 - 30,000 Stock Options

at Rs. 130.65 per option/ share on July 1,2025; and

• 370,000 Employee Stock Options

- Grant #45 - 330,000 Stock Options at Rs. 105.95 per
option/ share

- Grant #46 - 40,000 Stock Options at Rs. 2/- (face value)
on October 28, 2025.

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
www.niit.ai and forms a part of this Report. The same shall also
be available for inspection by members upon request.

The financial year 2025-26 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 non-governmental
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.

By Order of the Board
For NIIT Limited

Rajendra Singh Pawar

Place: Gurugram Executive Chairman

Date: June 16, 2026 DIN: 00042516