p) Provisions and Contingent Liabilities

Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events, it
is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated.
Provisions are not recognised for future operating losses.

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by
considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any
one item included in the same class of obligations may be small.

Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present
obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that reflects
current market assessments of the time value of money and the risks specific to the liability.

Provisions for onerous contracts are recognised when the expected benefits to be derived by the Company from a contract are
lower than the unavoidable costs of meeting the future obligations under the contract. The provision is measured at the present
value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract.
Before a provision is established the Company recognizes any impairment loss on the assets associated with that contract.

The Company uses significant judgements to assess contingent liabilities. Contingent liabilities are recognised when there is a
possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence
of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from
past events where it is either not probable that an outflow of resources will be required to settle the obligation or a reliable
estimate of the amount cannot be made. Contingent assets are neither recognised nor disclosed in the standalone financial
statements.

q) Cost Recognition

Costs and expenses are recognised when incurred and have been classified according to their primary nature. The costs of the
Company are broadly categorised in Professional & technical outsourcing expenses, employee benefit expenses, purchases
of stock-in-trade, depreciation and amortisation, finance cost and other expenses. Professional & technical outsourcing
expenses include service and delivery charges including any incidental expenses thereto. Employee costs include employee
compensation, allowances paid, contribution to various funds, share based payments and staff welfare expenses. Other
expenses majorly include rental, travelling and conveyance, legal and professional fees, marketing and advertising expenses,
allowances for expected credit loss and other expenses.

r) Employee benefits

(i) Short-term obligations

Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12 months
after the end of the period in which the employees render the related service are recognised in respect of employees’
services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are
settled. The liabilities are presented as current employee benefit obligations in the balance sheet.

(ii) Other long-term employee benefit obligations

The liabilities for earned leave and sick leave are not expected to be settled wholly within 12 months after the end of the
period in which the employees render the related service. They are therefore measured as the present value of expected
future payments to be made in respect of services provided by employees up to the end of the reporting period using the
projected unit credit method. The benefits are discounted using the market yields at the end of the reporting period that
have terms approximating to the terms of the related obligation. Remeasurement as a result of experience adjustments and
changes in actuarial assumptions are recognised in profit or loss.

The obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional right to
defer settlement for at least twelve months after the reporting period, regardless of when the actual settlement is expected
to occur.

(iii) Post-employment obligations

The Company operates the following post-employment schemes:

- Defined benefit plans such as Gratuity and Compensated Absences.

- Defined contribution plan such as Provident fund, Superannuation Fund, Pension fund and National Pension system.
Gratuity

The liability or asset recognised in the balance sheet in respect of defined benefit gratuity plans is the present value of the
defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation
is calculated annually by actuaries using the projected unit credit method.

The present value of the defined benefit obligation denominated in Rs. is determined by discounting the estimated future
cash outflows by reference to market yields at the end of the reporting period on government bonds that have terms
approximating to the terms of the related obligation.

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the
fair value of plan assets. This cost is included in employee benefit expense in the Statement of Profit and Loss.
Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised
in the period in which they occur, directly in other comprehensive income. They are included in retained earnings in the
Statement of Changes in Equity and in the balance sheet.

Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are
recognised immediately in profit or loss as past service cost.

Compensated absences

Liability in respect of compensated absences is provided for both encashable leave and those expected to be availed. The
Company has defined benefit plans for compensated absences for employees, the liability for which is determined on the
basis of an actuarial valuation at the end of the year using projected unit credit method. Any gain or loss arising out of such
valuation is recognised in the Statement of Profit and Loss as income or expense as the case may be.

Accumulated compensated absences, which are expected to be availed within twelve months from the end of the year are
treated as short term employee benefits. The obligation towards the same is measured at the expected undiscounted cost
of accumulated compensated absences expected to be availed based on the unutilised entitlement at the year end.

Provident fund

The Company makes contribution to the “NIIT Limited Employees’ Provident Fund Trust”, which is a defined benefit plan to
the extent that the Company has an obligation to make good the shortfall, if any, between the return from the investments of
the trust and the notified interest rate. The Company’s obligation in this regard is actuarially determined using projected unit
credit method and provided for if the circumstances indicate that the Trust may not be able to generate adequate returns
to cover the interest rates notified by the Government.

The Company’s contribution towards Provident Fund is charged to Statement of Profit and Loss.

Superannuation fund

The Company makes defined contribution to the Trust established for the purpose by the Company towards superannuation
fund maintained with Life Insurance Corporation of India. The Company has no further obligations beyond its monthly
contributions. Contribution made during the year is charged to Statement of Profit and Loss.

Pension Fund

The Company makes defined contribution to a government administered pension fund towards its pension plan on behalf
of its employees. The Company has no further obligations beyond its monthly contributions. The contribution towards
Employee Pension Scheme is charged to Statement of Profit and Loss.

National Pension System

The Company makes defined contribution towards National Pension System for certain employees for which Company has
no further obligation. Contributions made during the year are charged to Statement of Profit and Loss.

iv) Share based payment - Employee stock option plan (ESOP)

The Company operates equity settled employee stock option plan. The fair value of options granted under the ‘NIIT
Employee Stock Option Plan 2005’ is recognised as an employee benefit expenses with a corresponding increase in equity.
The total amount to be expensed is determined by reference to the fair value of the options granted:

• including any market performance conditions (e.g., the entity’s share price)

• excluding the impact of any service and non-market performance vesting conditions (e.g. profitability, sales growth
targets and remaining an employee of the entity over a specified time period), and

• including the impact of any non-vesting conditions (e.g. the requirement for employees to save or hold shares for a
specific period of time).

The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions
are to be satisfied. At the end of each period, the entity revises its estimates of the number of options that are expected to
vest based on the non-market vesting and service conditions. It recognises the impact of the revision to original estimates,
if any, in profit or loss, with a corresponding adjustment to equity.

s) Share capital
Equity share capital

Issuance of ordinary shares are recognised as equity share capital in equity. Incremental costs directly attributable to the
issuance of new equity shares are recognised as a deduction from equity, net of any tax effects.

t) Dividends

The final dividend on shares is recorded as a liability on the date of approval by the shareholders and interim dividends are
recorded as a liability on the date of declaration by the Company’s Board of Directors.

The Company declares and pays dividends in Indian rupees. Companies are required to pay/distribute dividend after deducting
applicable taxes. The remittance of dividends outside India is governed by Indian law on foreign exchange and is also subject
to withholding tax at applicable rates.

u) Earnings per share

(i) Basic earnings per share

Basic earnings per share is calculated by dividing the profit attributable to owners of the Company by the weighted average
number of equity shares outstanding during the financial year.

(ii) Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:

• the after income tax effect of interest and other financing costs associated with dilutive potential equity shares, and

• the weighted average number of additional equity shares that would have been outstanding assuming the conversion of
all dilutive potential equity shares.

v) Critical accounting estimates and judgements

In preparing these financial statements, management has made judgements, estimates and assumptions that affect the
application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may
differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised
prospectively.

Information about significant areas of estimation/uncertainty and judgements in applying accounting policies that have the
most significant effect on the financial statements are as follows:

- measurement of defined benefit obligations: key actuarial assumptions - refer notes 2r and 25.

- measurement of useful life and residual values of property, plant and equipment and Intangible assets -refer note 2k and
2m.

- Determination of lease term and contingent consideration -refer note 2f, 7 and 2o.

- judgement required to determine grant date fair value technique -refer notes 2r and 26.

- fair value measurement of financial instruments - refer notes 27.

- judgement required to determine probability of recognition of deferred tax assets - refer note 2e.

There are no assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within
the next financial year.

w) Exceptional items

Exceptional items refer to items of income or expense within the income statement that are of such size, nature or incidence
that their separate disclosure is considered necessary to explain the performance for the period.

Following items are evaluated for disclosure as exceptional items:

a) Business Combination: Impact of one-time accounting policy alignment / unusual write off / impairment of assets arising
as a result of business combination, including transaction cost.

b) Fair valuation gains on business combination.

c) Reassessment / Change in life of asset (in case of re-evaluation of business/product, impact of all assets specific to that
business/product to be considered for applying the threshold).

d) Disputed regulatory / tax levies including tax rate change having retrospective impact (other than impact on account
of restatement of deferred tax asset / liability for tax rate change) - only impact for the past periods to be disclosed as
exceptional.

e) Provision for other than temporary diminution in the value of non-current investment.

f) Shareholders’ dispute settlement arising out of merger / acquisition transactions.

g) Write-downs of inventories to net realisable value or of property, plant and equipment to recoverable amount, as well as
reversals of such write-downs.

h) Restructurings of the activities of an entity and reversals of any provisions for the costs of restructuring.

In case of other significant item of income or expense, not covered above, the same would be evaluated on a case to case basis
for disclosure under exceptional items.

x) Discontinued operations

A discontinued operations is a component of the entity that has been disposed off or is classified as held for sale and that
represents a separate major line of business or geographical area of operations, is part of a single co-ordinated plan to dispose
off such a line of business or area of operations, or is a subsidiary acquired exclusively with a view to resale. The results of
discontinued operations are presented separately in the statement of profit and loss.

y) Recent accounting pronouncements
New and Amended Standards

Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies (Indian
Accounting Standards) Rules as issued from time to time. During the year ended March 31,2025, MCA has notified Ind AS 117

- Insurance Contracts and amendments to Ind As 116 - Leases, relating to sale and lease back transactions, applicable from
April 1,2024. The Company has assessed that there is no significant impact on its financial statements.

Standards notified but not yet effective

On May 7, 2025, MCA notifies the amendments to Ind AS 21 - Effects of Changes in Foreign Exchange Rates. These amendments
aim to provide clearer guidance on assessing currency exchangeability and estimating exchange rates when currencies are not
readily exchangeable. The amendments are effective for annual periods beginning on or after April 1, 2025. The Company is
currently assessing the probable impact of these amendments on its financial statements.

(c) Terms / rights attached to equity shares

The Company has only one class of equity shares having par value of Rs. 2 per share. Each holder of equity shares is entitled
to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend (excluding interim dividend)
proposed by the Board of Directors, if any, is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the
Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held
by the shareholders.

(d) Shares reserved for issue under options

Information relating to Employee Stock Option Plan, including details of options issued, granted, exercised and lapsed during
the financial year and options outstanding at the end of the reporting year, is set out in Note 26.

(i) Capital Reserve

Capital reserve represents the reserve created on Amalgamation and Business Combinations.

(ii) Securities Premium Account

The amount represents the additional amount shareholders paid for their issued shares that was in excess of the par value of those shares. The
same can be utilised for the items specified under section 52 of Companies Act, 2013.

(iii) Share Based Payment Reserve

Share Based Payment Reserve is used to record the fair value of equity-settled, share-based payment transactions with employees. The
amounts recorded in this reserve are transferred to securities premium, upon exercise of stock options, and transferred to retained earnings on
account of stock options not exercised by employees.

(iv) Retained Earnings

Retained earnings are the profit / (loss) that the Company has earned / incurred till date, less any transfers to dividends or other distribution
paid to shareholders. Retained Earnings include re-measurement loss / (gain) on defined benefit plans, net of taxes that will not be reclassified
to statement of profit and loss.

(v) Capital Redemption Reserve

As per Companies Act, 2013, capital redemption reserve is created when the Company purchases its own shares out of free reserves or security
premium. A sum equal to the nominal value of shares so purchased is transferred to capital redemption reserve. The reserve can be utilised in
accordance with the provisions of Section 69 of Companies Act, 2013.

B) Defined Benefit Plans
I. Provident Fund

The Company makes contribution to the “NIIT LIMITED EMPLOYEES' PROVIDENT FUND TRUST” (“the Trust”). The
Company contributed Rs. 19.64 Million (Previous year Rs. 19.31 Million) including Rs. 3.51 Million (Previous year Rs.
2.56 Million) in respect of Key Management personnel during the year to the Trust. The same has been recognised in
the statement of profit and loss under the head employee benefit expenses. The Company contributed Rs. 0.13 Million
(Previous year Rs. 0.15 Million) to the trust. The same has been recognised in the statement of profit and loss from
discontinued operations.

The Company has an obligation to make good the shortfall, if any, between the return from the investments of the Trust
and the notified interest rate. The Company's obligation in this regard is actuarially determined and provided for if the
circumstances indicate that the Trust may not be able to generate adequate returns to cover the interest rates notified by
the Government.

The guidance on implementing Ind AS 19 Employee Benefits, issued by Accounting Standards Board (ASB) of The Institute
of Chartered Accountants of India, states that benefits involving employer established provident fund trust, which require
interest shortfall to be compensated by the employer is required to be considered as Defined Benefits Plans. The actuary
has provided a valuation and based on the below mentioned assumptions, determined that there is no short fall as at March
31,2025.

Each year, the board of trustees reviews the level of funding in the provident fund plan. Such a review includes the assets-
liability matching strategy and investment risk management policy. This includes employing the use of annuities and
longevity swaps to manage the risks. The board of trustees decides its contribution based on the result of this annual
review.

26 Share Based Payment (Refer note 37)

(a) Employee stock option plan

The Company operates time based and equity settled share based plan. During the year 2005-06, the Company had established
NIIT Employee Stock Option Plan 2005 “ESOP 2005” and the same was approved at the General Meeting of the Company
held on May 18, 2005. The plan was set up so as to offer and grant, for the benefit of employees (excluding promoters) of
the Company, who are eligible under “Securities and Exchange Board of India (SEBI) (Employee Stock Option Scheme and
Employee Stock Purchase Scheme) Guidelines, 1999”, options of the Company in one or more tranches, and on such terms
and conditions as may be fixed or determined by the Board, in accordance with the provisions of law or guidelines issued by
the relevant authorities in this regard.

As per the plan, each option is exercisable for one equity share of face value of Rs. 2 each (Rs. 10 each pre bonus and split) fully
paid up on payment to the Company, at a price to be determined in accordance with ESOP 2005. ESOP information is given for
the number of shares after sub-division and bonus issue.

Pursuant to Scheme of the Arrangement, with respect to the stock options granted already by the Transferor Company prior
to the Effective Date to its employees or that of its subsidiaries (irrespective of whether they are employees of the Transferor
Company or its subsidiaries or become employees of the Transferee Company (NLSL) or its subsidiaries pursuant to this
Scheme) under the Existing NIIT ESOP Scheme, and when the Scheme became effective, all such option holders (whether
the options granted to such option holders are vested or not) have been issued the stock options by the Transferee Company
(NLSL) under the NIIT Learning Systems Limited ESOP 2023-0, in accordance with the share entitlement ratio of 1:1 as per the
Scheme. This plan is solely to provide NLSL stock options to NIIT Option Grantees, who hold unexercised NIIT stock options
as on the Effective Date of the Composite Scheme i.e., May 24, 2023.

27 Fair value measurements

(i) Fair value hierarchy

To provide indication about the reliability of the inputs used in determining fair value, the Company has classified its financial
instruments into the three levels prescribed under the accounting standard explained below:

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments,
traded bonds and mutual funds that have quoted price. The fair value of all equity instruments (including bonds) which are
traded in the stock exchanges is valued using the closing price as at the reporting period. The mutual funds are valued using
the closing net asset value.

Level 2: The fair value of financial instruments that are not traded in an active market (for example foreign exchange forward
contracts) is determined using valuation techniques which maximize the use of observable market data and rely as little as
possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument
is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.
This is the case for unlisted equity securities, contingent consideration and indemnification asset included in level 3.

The Company’s policy is to recognize transfers into and transfers out of fair value hierarchy levels at the end of reporting period.

(ii) Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:

- The use of quoted market prices for similar instruments.

- The fair value of forward foreign exchange contracts is determined using Mark to Market Valuation by the respective bank
at the balance sheet date.

- The fair value of the remaining financial instruments is determined using discounted cash flow analysis.

The management has assessed that fair value of all other financial assets and liabilities including cash and cash equivalents,
bank balances other than cash and cash equivalents, other investments, trade receivables, other financial assets, trade payables
and other financial liabilities, approximate their carrying amounts largely due to short-term maturities of these instruments.

28 Financial risk management

The Company’s principal financial liabilities comprise borrowings, trade and other payables. The main purpose of these financial
liabilities is to finance the Company’s operations and to provide guarantees to support its operations. The Company’s principal
financial assets include trade and other receivables, and cash and short-term deposits that derive directly from its operations.

The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management oversees the
management of these risks. The Company’s senior management is supported by a financial risk committee that advises on
financial risks and the appropriate financial risk governance framework for the Company. The finance committee provides
assurance to the Company’s senior management that the Company’s financial risk activities are governed by appropriate
policies and procedures and that financial risks are identified, measured and managed in accordance with the Company’s
policies and risk objectives. All derivative activities for risk management purposes are carried out by specialist teams that
have the appropriate skills, experience and supervision. It is the Company’s policy that no trading in derivatives for speculative
purposes may be undertaken. The Board of Directors reviews and agrees policies for managing each of these risks, which are
summarised below:

(A) Credit risk

Credit risk refers to the risk of default on its obligation by the counter party resulting in a financial loss. The maximum exposure
to the credit risk at the reporting date is primarily from trade receivables (net) amounting to Rs. 182.24 Million as of March 31,
2025 (Previous year Rs. 221.49 Million), unbilled revenue amounting (net) to Rs. 60.54 Million (Previous year Rs. 39.72 Million)
and security deposits (net) amounting to Rs. 5.89 Million as of March 31,2025 (Previous year Rs. 5.59 Million) as of March 31,
2025. Trade receivables, unbilled revenue and security deposits are typically unsecured and are derived from revenue earned
through individual subsidiaries, government customers and other corporate customers. The Company has used the expected

(C) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market
prices. Market risk comprises three types of risk: interest rate risk, foreign currency risk and other price risk, such as equity price
risk and commodity risk. Financial instruments affected by market risk include borrowings, deposits and investments measured
at FVTPL.

(i) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in
market interest rates.

(ii) Foreign currency risk

The Company operates internationally and is exposed to foreign exchange risk arising from foreign currency transactions,
primarily with respect to the USD, eUr, NGN and CNY Foreign exchange risk arises from future commercial transactions
and recognised assets and liabilities denominated in a currency that is not the company’s functional currency. The Company
evaluates its exchange rate exposure arising from these transactions and enters into foreign exchange forward contracts (if
needed) to hedge forecasted cash flows denominated in foreign currency and mitigate such exposure.

29 Capital management

The primary objective of the management of the Company’s capital structure is to maintain an efficient mix of debt and equity
in order to achieve a low cost of capital, while taking into account the desirability of retaining financial flexibility to pursue
business opportunities and adequate access to liquidity to mitigate the effect of unforeseen events on cash flows to maximise
the shareholder value. The management also monitors the return on equity.

The Board of directors regularly review the Company’s capital structure in light of the economic conditions, business strategies
and future commitments.

For the purpose of the Company’s capital management, capital includes issued share capital, securities premium, all other
reserves and debt. Debt includes lease liabilities and borrowings.

There is no default on the repayment of borrowings (including interest thereon) during the year ended March 31,2025.

During the financial year, no significant changes were made in the objectives, policies or processes relating to the management
of the Company’s capital structure.

b) The Company had received Show Cause Notices (‘SCN’) under section 263 of the Income Tax Act, 1961, issued by the
Commissioner of Income Tax (CIT) for the Assessment years (‘AY’) 1999-00 to 2005-06, who later issued Orders directing the
Assessing Officer for re-assessment on certain items. The orders passed by the CIT u/s 263 for AY 1999-00 to AY 2005-06
have been challenged by the Company in the Income Tax Appellate Tribunal (‘the Tribunal’). The Tribunal has since passed order
for AY 1999-00 wherein the Tribunal has decided the issue of assumption of jurisdiction against the Company and on merits,
the Tribunal has allowed some of the issues and dismissed others which were referred back to the assessing officer for fresh
examination. The Company has filed an appeal before the Hon’ble High Court of Delhi against the aforesaid order of the Tribunal
which is pending for disposal. At this stage there is no ascertained/quantified demands. Based on legal opinion, the Company
has fair chances of obtaining adequate relief before the Appellate Authorities.

It is not practical for the Company to estimate the timings of cash outflows, if any, in respect of the above pending resolution of
the respective proceedings. Management does not foresee any financial implication based on advice of legal counsel.

Serious Fraud Investigation Office (‘SFIO’) has filed a case against one of the past vendors, from whom the Company had
obtained certain services during AY 2002-03 to AY 2004-05. Those transactions were also the subject matter of the SCN
above. The Company has also been made party in the case for which summoning orders were issued against the Company on
June 27, 2019. The Company has filed a petition challenging the summoning orders, however the said petition was dismissed.
The said dismissal has been challenged by the Company before the Hon’ble High Court of Delhi. The High Court, while granting
exemption to the Company from appearance before the trial court, listed the matter for adjudication along with similar petitions
filed by other aggrieved parties. The Case is pending for decision. The Company based on legal advise believes that the matter
is not maintainable.

The Company is engaged in providing Education & Training Services in a single segment. Chief Executive Officer and Chief
Financial Officer of the Company are considered as Chief Operating Decision Makers (CODM) who evaluate the performance and
allocate resources based on the analysis of performance of the Company as a whole. Its operations are, therefore considered
to constitute a single segment in the context of Ind AS 108 - ‘Operating Segments’.

As per Ind AS 108 - Operating Segments, where the financial report contains both the consolidated financial statements of a
parent as well as the parent’s standalone financial statements, segment information is required only in the consolidated financial
statements, Accordingly, no segment information is disclosed in these standalone financial statements of the Company.

37 Composite Scheme of Arrangement

(A) The Board of Directors of NIIT Limited, in its meeting held on January 28, 2022 approved a Composite Scheme of Arrangement
(“Scheme”) under Section 230 to 232 and other applicable provisions of the Companies Act, 2013 between NIIT Limited
(“Transferor Company” or “NIIT”) and NIIT Learning Systems Limited (“Transferee Company” or “NLSL”) a wholly owned subsidiary
of the Company and their respective shareholders and creditors (“Scheme”). The Scheme inter-alia provides for, (i) Transfer
and Vesting of CLG Business Undertaking by the Transferor Company to Transferee Company, (ii) Reduction and cancellation
of Share Capital of Transferee Company held by Transferor Company, (iii) Issuance and allotment of shares by the Transferee
Company to the shareholders of Transferor Company in consideration of transfer of CLG Business undertaking.

On May 19, 2023, the National Company Law Tribunal (NCLT), Chandigarh Bench sanctioned/ approved the Composite Scheme
of Arrangement. which was made effective on May 24, 2023 upon filing of the certified copies of the NCLT Orders sanctioning
the Scheme with the respective jurisdictional Registrar of Companies. Pursuant to the Scheme becoming effective, the CLG
Business Undertaking (“Demerged Undertaking”) is demerged from NIIT and transferred to and vested in NLSL with effect from
April 1,2022 i.e. the Appointed Date as per Scheme.

The transactions pertaining to the Demerged Undertaking of NIIT from the appointed date upto the effective date of the Scheme
had been made by NIIT on behalf of NLSL as per the Scheme.

Accordingly, assets and liabilities had been transferred as on appointed date.

Pursuant to the Scheme of Arrangement, the difference between the book value of the assets and liabilities transferred, had
been debited to the reserves of the Company.

(B) For the purposes of the value of assets and liabilities and the consequent adjustment in the reserves as discussed in Note
(A) above, the Company had allocated assets and liabilities in accordance with the principles stipulated in the Guidance
Note on ‘Combined and Carve-out Financial Statements’ (“Guidance Note”) issued by the Institute of Chartered accounts of
India (“ICAI”). Additionally, the expenses pertaining to the Business Undertaking w.e.f. Appointed Date till Effective Date were
determined based on the allocation as prescribed in the Scheme as well as the allocations approved by the Board of Directors
of the Company with respect to the common items.

Accordingly, expenses for the period April 1,2023 till May 23, 2023 have been excluded in the previous year are on the basis of
the above allocations. The basis of allocating the expenses considered is as follows:

(i) The directly identifiable income and expenditures of the demerged undertaking are based on the books of accounts and
underlying accounting records maintained by the Company.

(ii) All income and expenditures, (including Common in nature) have been allocated on the basis of Revenue, or any other
reasonable basis as approved by the Board.

(C) Pursuant to the Scheme, NLSL had issued and allotted equity shares to the shareholders of NIIT Limited whose name appears
in the register of members of NIIT as on the record date i.e. June 8, 2023, one equity share of Rs. 2/- each in NLSL as fully paid
up for every equity share of Rs. 2/- each.

(D) Scheme Related Expenses post appointed date are allocated equally between NIIT and NLSL, expenses incurred before
appointed date are borne by NIIT as per the Scheme and expenses incurred after the effective date are borne by NLSL as per
the Scheme. The total of such expenses amounting to Rs. 2.91 Million is disclosed as exceptional item in previous year.

During the year, the Company has reassessed the presentation of unbilled revenue to ensure disclosures in accordance
with the requirements of Ind AS 115 “Revenue from Contracts with Customers”. As a result, as at March 31, 2025, the
Company has presented contract assets under other current assets and has also reclassified the corresponding balances
as at March 31,2024, to be in line with the current year presentation. Accordingly, contract assets amounting to Rs. 19.11
Million which were included in unbilled revenue and presented under other financial assets in previous year have been
separately disclosed under Other Current Assets.

) Additional Regulatory Information

i) There are no immovable properties included in Property Plant and Equipment, whose title deeds are not held in the name
of the Company.

ii) The Company has not revalued its Property, Plant and Equipment (including Right of use assets) and intangible assets
during the year ended March 31,2025.

iii) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company
for holding any Benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.

iv) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government
authority, as per the available information.

v) Relationship with Struck off Companies

vi) The Company does not have any transaction which is not recorded in the books of accounts that has been surrendered or
disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

vii) The Company has not traded or invested in cryptocurrency transactions during the financial year and there is no balance
as at year end.

viii) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities
(Intermediaries) with the understanding that the Intermediary shall:

(a) 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

(b) Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

ix) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the
understanding (whether recorded in writing or otherwise) that the Company shall:

(a) 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

(b) Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries

x) The Company has not been sanctioned working capital limits in excess of Rs. 50 Million in aggregate from banks during
the year on the basis of security of current assets of the Company. The quarterly returns / statements filed by the Company
with such banks are in agreement with the books of accounts of the Company. The sanctioned working capital limit as on
March 31,2025 is Rs. 48 Million.

xi) The Company does not have any charges or satisfaction which is yet to registered with ROC beyond the statutory period.

xii) Audit Trail

The Company has used accounting software and certain other software for maintaining its books of account which has a
feature of recording audit trail (edit log) facility and the same are operative from the following dates till March 31,2025 for
all relevant transactions recorded in these software :

Accounting Software - at application level - from May 20, 2024 and at database level - from March 1,2025

Certain other Software - at application level - throughout the year and at database level - from March 26, March 27 and
March 28, 2025.

Further no instance of audit trail feature being tampered with was noted in respect of accounting software and certain other
software where the audit trail has been enabled.

Additionally, the Company has recorded and preserved audit trail in full compliance with the requirements of section 128(5)
of the Companies Act, 2013, to the extent it was enabled and recorded in respect of those years as stated above.

xiii) Server Backup

The Company has kept proper books of account as required by law in electronic mode on servers physically located in
India.

40 Subsequent events

(i) Subsequent to the year end on April 17, 2025, the Company signed a Share Subscription and Purchase Agreement
(“SSPA”) and other related transaction documents with iamneo Edutech Private Limited (“NEO”). Accordingly, the
Company subscribed for new equity shares in NEO and also completed secondary acquisition of shares from NEO
promoters, resulting in 70% equity shareholding (on a fully diluted basis) in NEO for a consideration of Rs. 613 Million,
subject to certain closing adjustments. The remaining 30% shareholding of NEO will be acquired by the Company from
the NEO promoters in subsequent tranches over the next five years, subject to certain terms and conditions outlined in
the SSPA and other transaction documents. As a result of this acquisition, NEO has become a subsidiary of the Company.
Legal and professional expenses relating to investment were recognized as an exceptional item in the statement of profit
and loss (Refer note 23).

(ii) Subsequent to the year end, the Company, at its meeting held on April 19, 2025, approved a proposal to purchase 1,900,000
equity shares of NIIT Institute of Finance Banking and Insurance Training Limited (IFBI), a subsidiary of the Company from
ICICI Bank Limited and 50,000 equity shares from Individual shareholders. Post acquisition of above shares, IFBI will
become a wholly owned subsidiary of the Company.

41 The Code on Social Security, 2020 (‘Code’) relating to employee benefits during employment and post-employment benefits
received Presidential assent in September 2020. However, the date on which the Code will come into effect has not been
notified. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the
period when the Code becomes effective.

For S.R.Batliboi & Associates LLP For and on behalf of the Board of Directors of NIIT Limited

Chartered Accountants

Firm Registration No.: 101049W/E300004

per Yogender Seth Rajendra S Pawar Vijay K Thadani

Partner Executive Chairman Vice-Chairman & Managing Director

Membership No. 094524 DIN - 00042516 DIN - 00042527

Pankaj Prabhakar Jathar Sanjeev Bansal Arpita B. Malhotra

Chief Executive Officer Chief Financial Officer Company Secretary

Place: Gurugram Place: Gurugram

Date : May 13, 2025 Date : May 13, 2025