Your Directors are pleased to present the 42^nd Annual Report of
NIIT Limited (“the Company”) along with the Audited Financial
Statements (Standalone and Consolidated) for the financial year
ended March 31,2025

Financial Highlights

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

Your Company’s consolidated revenue from operations for FY25
is Rs. 3,576 million as against Rs. 3,035 million in the previous
financial year and the profit after tax is Rs. 480 million as against
Rs. 395 million in the previous financial year.

Your Company’s standalone revenue from operations for FY25
is Rs. 1,260 million as against Rs. 1,298 million in the previous
financial year, and the profit after tax is Rs. 361 million as against
loss of Rs. 347 million in the previous financial year.

Business Operations

During the financial year ended March 31, 2025, the Company
recorded consolidated revenues of Rs. 3,576 million, an increase
of 18% over the previous year, notwithstanding a challenging
global macroeconomic environment and a moderated hiring
cycle in the technology sector. Growth was broad-based,
with Technology programs contributing 66% of total revenues
and BFSI & Other programs accounting for 34%. Revenues
from Technology programs grew by 12% 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 registered growth of 32%, supported
by increased penetration into leading private sector banks and
large Indian enterprise clients. The Company achieved all round
growth despite continuing headwinds and uncertainty impacting
businesses especially in Technology and BFSI sectors.

The learner mix remained balanced, with Early Career programs
contributing 52% of revenues and Working Professional
programs contributing 48%. In FY25, approximately 249,600
learners enrolled across Technology and BFSI & Other
programs. 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.

Subsequent to closure of the financial year, the Company
acquired 70% stake in iamneo, 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. Further, the Company acquired
the remaining stake in IFBI from ICICI Bank which simplified
the business structure and enhanced the Company’s agility in
addressing BFSI sector opportunities.

Future Plans

The Company expects to focus on 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 continue 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 a key enabler, with plans
to expand AI-focused training, integrate AI into delivery platforms
to enhance personalization and scalability, and strengthen OEM
partnerships, which stood at 35 as of FY25. 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 order intake in Q1
FY26, although the pace of execution was moderated by global
economic uncertainty and geopolitical tensions. Despite the near¬
term headwinds, the Company expects to stay the course on its
planned investment roadmap to achieve 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 31,2025, 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.

Transfer to Reserves

The Company has not transferred any sum to the General
Reserve for FY25.

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

There have been no material changes and commitments
affecting the financial position of the Company during FY25,
other than those explained herein.

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 522,482 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.

After the closure of 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
of the Company will be acquired by the Company from the
promoters of the 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, the Company has now become a
subsidiary of the Company effective April 17, 2025.

- Further 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. Post aforesaid
acquisition, IFBI has become a wholly owned subsidiary of
the Company.

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.com/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.

Directors

During the financial year, there was no change in the Board of
Directors of the Company. The Board has diversity in terms of
age, expertise, domain experience, gender, and geography.

As per the provisions of Section 152 of the Act, Mr. Vijay Kumar
Thadani (DIN: 00042527) and Mr. Sapnesh Kumar Lalla (DIN:
06808242) 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.

After the closure of the financial year, the Board at its meeting
held on July 1, 2025, based on the recommendation of the
Nomination & Remuneration Committee (NRC), had considered :

- The appointment of Mr. Parappil Rajendran (DIN:
00042531), Joint Managing Director as a Non-Executive
Non-Independent Director of the Company, liable to retire
by rotation, effective October 1, 2025; and

- The re-appointment of Ms. Avani Vishal Davda (DIN:
07504739) as an Independent Director of the Company for
the second term of five years commencing from June 5,
2026 to June 4, 2031,

and recommend these to the shareholders for their approval.

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 judgment 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.

Key Managerial Personnel(s)

During the year under review, Mr. Pankaj Prabhakar Jathar
was appointed as the Chief Executive Officer of the Company
effective July 1, 2024.

As on March 31, 2025, 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. Parappil Rajendran, Joint Managing Director

• Mr. Pankaj Prabhakar Jathar, Chief Executive Officer

• Mr. Sanjeev Bansal, Chief Financial Officer

• Ms. Arpita Bisaria Malhotra, Company Secretary
Meetings of the Board

During the year under review, six (6) 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.

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 compliance, 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 (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, 2025, 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 FY25 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.

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 (ICSI), have been followed by the Company.

Statutory Auditors

Pursuant to the provisions of Section 139 of the Act read with
the rules made thereunder 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’ Report

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 disclaimers. The notes to the financial statements
referred to in the Auditor’s Report are self-explanatory.

Secretarial Auditors

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,
the Board has recommended appointment of PI & Associates,
Practicing Company Secretaries (Firm Registration Number
P2014UP035400), as Secretarial Auditors to conduct secretarial
audit of the Company for a term of five consecutive years
commencing from FY 2025-26 till FY 2029-30. The appointment
is subject to shareholders’ approval at the ensuing AGM.

Secretarial Auditors’ Report

The Secretarial Audit Report for FY25 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 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.

Cost Accounts and Cost Auditors

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

Pursuant to the provisions of Section 148 of the Act read with
the Companies (Cost Records and Audit) Rules, 2014, the Board
appointed M/s. Ramanath Iyer and Co., Cost Accountants
(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 FY25. The ratification of
the remuneration payable to the Cost Auditors is being sought
from the members of the Company at the forthcoming AGM.

Reporting of Frauds by Auditors

During the year under review, 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.

Management Discussion and Analysis Report

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

Corporate Governance Report

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

Your Company has complied with all the mandatory requirements
relating to Corporate Governance in the Listing Regulations. The
Corporate Governance Report pursuant to the requirement of
Listing Regulations is given as a separate section and forms a
part of this Report. The Certificate from the Secretarial 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.

Corporate Social Responsibility

Pursuant to the requirements of Section 135 of the Act read with
the Companies (Corporate Social Responsibility Policy) Rules,
2014, the Company has a Corporate Social Responsibility
(CSR) Committee. The detail of the Committee is provided in the
Corporate Governance Report, forming part of this Report. The
CSR Policy of the Company is available on the website of the
Company at https://www.niit.com/authoring/Documents/New-
Disclosures/CSR%20Policy%20w.e.f.%205.2.2021.pdf

The Company did not meet with any of the thresholds mentioned
in Section 135 (1) of the Act on the basis of the financials of
the financial year 2023-24, thus the Company was not required
to contribute any amount for Corporate Social Responsibility
during FY25. Therefore, the Report on CSR activities is not
applicable for FY25.

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 (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(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.

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, namely, 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 inter-alias 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 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 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 at https://www.niit.com/authoring/
Documents/New-Disclosures/Nomination%20and%20
Remuneration%20Policy.pdf

Vigil Mechanism

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

Dividend Distribution Policy

Pursuant to the provisions of Regulation 43A of the Listing
Regulations, the Dividend Distribution Policy is given in
“Annexure F”, 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%20
Policy.pdf

Business Responsibility Sustainability 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.

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 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

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

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

Technology has been used to facilitate safe workplace in
the office and when remote for employees. A productivity
platform, inclusive of a common collaboration platform, has
been put in place to guarantee smooth work execution and
management. Extra security measures, such as a multi¬
factor 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 the
effective incident response.

(c) Research and development

Your Company prioritizes innovation by investing in research
and development to create new opportunities, anticipate
challenges, and prepare for obstacles ahead. Through
consistent exploration and advancement, we position
ourselves to overcome future hurdles and capitalize on
emerging opportunities. We maintain appropriate funding
to support ongoing innovation efforts. We have refined our
ability to develop digital point-solutions that can be rapidly
deployed to provide significant value to our clients, greatly
improving our delivery speed. Our digital ecosystem now
leverages generative AI to create learning experiences
that were never possible earlier. Despite the scale and
complexity of your Company’s operations, the associated
costs over the past fiscal year have remained modest.

d) Foreign exchange earnings and outgo:

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

The Company exports 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 are given in the notes to
the Financial Statements.

Annual Return

Pursuant to Section 134(3)(a) of the Act, the Annual Return as on
March 31,2025 prepared in accordance with Section 92(3) of the
Act is available on the Company’s website and can be accessed
at the following link 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.

• 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

Public Deposits

During the year under review, your Company has not accepted
or renewed any amount falling within the purview of the
provisions of Section 73 of the Act, read with the Companies
(Acceptance of Deposit) Rules, 2014. There are no outstanding
deposits at the end of the financial year 2024-25. 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

Particulars of Employees

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

Human Resources

NIITians are the key resource for your Company. Your Company
continued to have a favorable work environment that encourages
innovation and meritocracy at all levels. A detailed note on
human resources is given in the Management Discussion and
Analysis Report 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 practices in the industry.

During the year under review, the Nomination and Remuneration
Committee has granted 985,000 Employee Stock Options [Grant
#35 (630,000), #36 (160,000), #37 (20,000) and #38 (175,000)]
at Rs. 127.59 per option/ share on July 29, 2024 and 650,000
Employee Stock Options [Grant #39 (500,000) and Grant #40
(150,000)] at Rs. 159.18 per option/ share on October 25, 2024
to the eligible employees under ESOP 2005.

The grant-wise details of the Employee Stock Option
Scheme are partially provided in the notes to accounts
of the Financial 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 2024-25 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: July 1,2025 DIN: 00042516