Your directors take pleasure in presenting the 23^rd Annual Repor
along with the Audited Financial Statements (Standalone anc
Consolidated) for the financial year ended March 31,2025.

III FinancialHighlights

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

(All Amounts in Rs. Million, unless otherwise stated

Your Company’s consolidated revenue from operations for FY25
is Rs. 16,533 million as against Rs. 15,535 million in the previous
financial year and the profit after tax is Rs. 2,275 million as against
Rs. 2,132 million in the previous financial year.

Your Company’s standalone revenue from operations for FY25
is Rs. 4,835 million as against Rs. 4,002 million in the previous
financial year, and the profit after tax is Rs. 1,287 million as against
profit of Rs. 1,021 million in the previous financial year.

Business Operations

The global economic environment in FY25 remained challenging,
with slower GDP growth in major economies, sustained
inflationary pressures, and geopolitical tensions. In NIIT MTS’ core
markets of North America and Europe, large enterprises tightened
discretionary spending and adopted a cautious approach to new
program rollouts. While these conditions led to some moderation
in customer consumption, your Company continued to deliver

industry-leading growth and profitability, underpinned by its
differentiated operating model, strong customer relationships, and
focus on measurable business outcomes.

During the year, the business added nine new Managed Training
Services (MTS) customers, secured six scope expansions, and
achieved a 100% renewal rate for all contracts that came up for
renewal. At the close of FY25, NIIT MTS served 93 MTS customers,
with the top 20 customers contributing 75% of revenues. Revenue
visibility at year-end was USD 390 million. The Company expanded
its footprint within existing accounts and leveraged its scale and
expertise to grow wallet share.

EBITDA for the year was Rs. 3,763 million, representing a margin of
22.8%. Margins were lower than FY24 due to changes in business
mix and sharper fluctuations in customer consumption levels;
however, the Company remained among the most profitable
players in its sector. NIIT MTS continued to invest in strengthening
its capabilities, particularly in Generative AI (GenAI), which is being
deployed to deliver scalable, hyper-personalized learning solutions
with improved efficiency and enhanced outcomes. The Company
also made a minority investment in Strivr Labs Inc., a leader in
immersive and XR-based learning, broadening its solutions
portfolio across industries such as BFSI, retail, manufacturing, and
life sciences.

A detailed analysis of the overall performance is given in the
Management Discussion and Analysis Report, forming part of this
Report.

Future Plans

The global corporate learning and development (L&D) market is
projected to reach USD 460 billion by 2027. Proprietary training
outsourcing remains underpenetrated at less than 3% of overall
L&D spend, providing significant long-term growth potential for
specialist providers such as NIIT MTS. Outsourcing adoption
is being accelerated by the increasing complexity of training
requirements, heightened demand for measurable ROI from L&D
investments, and the shift by enterprises towards variable-cost
delivery models.

While near-term macroeconomic volatility may continue to extend
enterprise decision cycles, the underlying demand drivers for
NIIT MTS’ services remain strong. Skills gaps, regulatory change,
and rapid technological advances—particularly the adoption of
AI in learning—are prompting global corporations to seek agile,
scalable, and outcome-driven solutions. Your Company’s proven
capability stack, differentiated consulting expertise, and strong
track record in delivering measurable learning outcomes position it

to capture a growing share of this expanding market. With ongoing
investments in GenAI, immersive learning, and advisory services,
the Company is building a future-ready portfolio.

Your Company plans to continue its inorganic growth agenda to
add new capabilities, penetrate desired customer segments, and
strengthen presence in select geographies. This will be pursued
alongside a balanced organic growth strategy focused on new
customer acquisition, expansion within existing accounts, and
further strengthening of global delivery capabilities.

With a robust balance sheet, strong revenue visibility, and enduring
customer relationships, NIIT MTS aims to sustain industry¬
leading growth and profitability over the medium to long term,
while continuing to invest in innovation, thought leadership, and
global sales and marketing to drive large-scale, comprehensive
engagements.

Dividend

Your directors have recommended a dividend of Rs. 3/- per equity
share for FY25, for the approval of the Members at the ensuing
Annual General Meeting (AGM). The dividend, if approved, will be
paid within 30 days from the date 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. Further there has been no change in the
nature of the business of the Company.

Share Capital

During the year under review, there was no change in the
Authorized Share Capital of the Company. 736,628 equity shares
were allotted on exercise of stock options granted under NLSL
Employee Stock Option Plan 2023-0 pursuant to the Composite
Scheme of Arrangement.

The Corporate Governance Report provides details of shareholding
pattern, shares and unpaid/unclaimed dividends transferred to the
Investor Education and Protection Fund, as well as shares held in
the suspense account.

The Company’s equity shares continue to be listed on the National
Stock Exchange of India Limited (NSE) and BSE Limited (BSE),
and the listing fees for the financial year 2025-26 have been duly
paid to both Stock Exchanges.

JL

Subsidiaries, Joint Ventures and Associate Companies

The following entities continue to be wholly owned subsidiaries of

the Company:

a) NIIT (USA) Inc., USA

- St. Charles Consulting Group LLC, USA (subsidiary of
entity at serial no. a)

- Stackroute Learning Inc, USA (subsidiary of entity at
serial no. a)

- Eagle Training Spain, S.L.U (subsidiary of entity at serial
no. a)

- NIIT Mexico, S. DE R.L. DE C.V. (subsidiary of entity at
serial no. a)

- NIIT Brazil LTDA (subsidiary of entity at serial no. a)

b) NIIT Limited, UK

c) NIIT Malaysia Sdn. Bhd, Malaysia

d) NIIT (Ireland) Limited, Ireland

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

e) NIIT West Africa Limited, Nigeria

Pursuant to the provisions of Section 129(3) of the Companies
Act, 2013 (“the Act”), a statement containing the salient features of
financial statements of the Company’s subsidiaries is provided in
the prescribed Form AOC-1, annexed herewith as “Annexure-A”
and forming part of this Report. A detailed consolidated analysis
of the overall performance is given in the Management Discussion
and Analysis Report, forming part of this Report.

The list of Subsidiaries of the Company is also provided in Form
AOC-1 and notes to financial statements of the Company. There
was no change in subsidiaries during FY25.

inpj

Consolidated Financial Statements

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

In accordance with the provisions of Section 136 of the Act, the
audited financial statements of the Company (Standalone and
Consolidated), along with the relevant documents and accounts
of each of its subsidiaries (audited, wherever applicable), are
available on the website of the Company at https://www.niit.com/
regulation46-of-the-lodr/. These documents shall also be available
for inspection by members upon request.

O—O

OOp

Directors

During FY25, there was no change in Board of Directors of the
Company.

In accordance with the provisions of the Section 152 of the Act,
Mr. Sapnesh Kumar Lalla (DIN: 06808242) and Ms. Leher Vijay
Thadani (DIN: 03477205), Directors of the Company, retire by
rotation at the forthcoming AGM and, being eligible, have offered
themselves for re-appointment. The relevant details are provided
in the Notice of AGM.

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
approval.

The Board comprises diversity in terms of age, expertise, domain
experience, gender, and geography.

The Company has received declarations from all the Independent
Directors confirming that they meet the criteria of Independence
as prescribed under the Act and Listing Regulations.

Further, in the opinion of the Board, and on the basis of such
declarations all Independent Directors fulfill the conditions
specified in the Act and Rules made thereunder, read with the
applicable regulations of Listing Regulations, for continuing their
appointment as Independent Directors of the Company and are
independent of the management.

All Independent Directors have registered themselves with the
Indian Institute of Corporate Affairs for the inclusion of their name
in the data bank of independent directors, pursuant to the provision
of Rule 6 (1) of Companies (Appointment and Qualification of
Directors) Rules, 2014. They have further confirmed that they shall
comply with other requirements, as applicable under the said
Rules.

° O °

Meetings of the Board

During the year under review, seven (7) meetings of the Board of
Directors were convened and held. The intervening gap between
any two board meetings was within the period prescribed under
the Act and Listing Regulations. For further details, please refer
to the Corporate Governance Report, forming part of this Report.

Board Evaluation

Pursuant to the provisions of the Act and Listing Regulations, the
Board carried out the annual performance evaluation for itself,
the Directors individually (including the Chairman ), as well as the
functioning 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, frequency of meeting of the Board and its
Committees, effectiveness, ethics and compliances, evaluation of
the Company’s performance, and adequacy of internal controls
and audits.

A separate exercise was conducted to evaluate the performance of
individual Directors, including the Chairman, based on parameters
such as 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 contribution to deliberations on related
party transactions.

Directors’ Responsibility Statement

As required under Section 134(5) of the Act, the Directors of the
Company hereby state and confirm that:

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

b) the Directors have selected such Accounting Policies
and applied them consistently and made judgements 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;

c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of this Act for safeguarding the assets
of the Company and for preventing and detecting fraud and
other irregularities;

d) the Directors have prepared the Annual Accounts on the
going concern basis;

e) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial
controls are adequate and were operating effectively; and

f) the Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.

The Directors confirm that the Company has complied with 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.

Key Managerial Personnels (“KMP”)

n-*-n

There was no change in KMP of the Company during FY25. The
following officials continue to be KMP of the Company in terms of
provisions of the Act:

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

- Mr. Sapnesh Kumar Lalla, Executive Director & Chief Executive
Officer

- Mr. Sanjay Mal, Chief Financial Officer

- Mr. Deepak Bansal, Company Secretary

0 0

nOzx

Statutory Auditors

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 AGM held on July 29, 2022. The
Statutory Auditors continue to be eligible and qualified to act as
the Statutory Auditors of the Company.

The notes on the Financial Statements (Standalone and
Consolidated) referred to in the Auditors’ Reports are self¬
explanatory and do not require any further comments. The
Auditors’ Reports do not contain any qualification, reservation or
adverse remark.

Secretarial Auditors

Pursuant to provisions of Section 204 of the Act, the Board
appointed M/s. PI & Associates, a firm of Company Secretaries
in Practice (Firm Registration Number P2014UP035400) as
Secretarial Auditors to conduct secretarial audit of the Company
for FY25. The Secretarial Audit Report for FY25 is annexed herewith
as “Annexure - B”, and forms part of this Report. The Secretarial
Audit Report does not contain any qualification, reservation, or
adverse remark.

The Company did not have any material unlisted Indian subsidiary
in terms of the Listing Regulations. Accordingly, the provisions of
Regulation 24A of the Listing Regulations relating to the secretarial
audit of such material subsidiary were not applicable to the
Company for FY25.

Further, in terms of the provisions of Section 204 of the
Act, read with Regulation 24A of the Listing Regulations,
M/s. PI & Associates, a firm of Company Secretaries in Practice
(Firm Registration Number P2014UP035400) was appointed
as the Secretarial Auditors of the Company for a term of five (5)
consecutive financial years commencing from April 1, 2025 till
March 31, 2030, at a remuneration as may be mutually agreed
upon between the Board and the Secretarial Auditors from time to
time. The appointment is subject to approval of the members at
the ensuing AGM. The Board recommends the said appointment
for your approval.

M/s. PI & Associates have confirmed that they are qualified for
being appointed as the Secretarial Auditors of the Company and
meet with the prescribed eligibility criteria.

Cost Auditors

The cost accounts and records are made and maintained by the
Company, 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 cost records of the
Company’s products/services for FY25. The remuneration payable
to the Cost Auditors is subject to ratification by the members of
the Company at the forthcoming AGM.

The due date for filing the Cost Audit Report of the Company
for the financial year ended March 31, 2024, was September 30,
2024. The Cost Audit Report was filed on August 29, 2024, and
did not contain any qualification, reservation, or adverse remark.

is

Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors, Secretarial
Auditors and Cost Auditors did not report any instance of fraud
committed against the Company by its officers or employees, as
specified under Section 143(12) of the Act. Hence, no disclosure
is required 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 presented in a separate section and forms part of
this Report.

Business Responsibility Sustainability Report

We are pleased to present our Business Responsibility and
Sustainability Report (BRSR) for FY25. This Report has been
prepared in accordance with the format prescribed under the
Listing Regulations and forms an integral part of this Annual
Report. Developed in alignment with the nine principles of the
National Guidelines on Responsible Business Conduct issued
by the Ministry of Corporate Affairs, Government of India,
the BRSR reflects our continued commitment to responsible
business practices and to environmental, social and governance
disclosures. We have further strengthened our reporting framework
and mechanisms to ensure accurate and reliable data capture for
BRSR disclosures.

The Company strongly believes that sustainable and inclusive
growth is rooted in a solid foundation of environmental and social
responsibility, supported by sound governance practices. The
BRSR outlines our continued efforts to integrate and implement
a balanced approach to ESG principles across our operations—
demonstrating our commitment to transparency and stakeholder
engagement.

01

Corporate Governance Report

Your Company continues to adhere to the Corporate Governance
requirements set out by the SEBI and remains 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 presented as a separate section and forms
a part of this Report. A Certificate from the Secretarial Auditors
confirming 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.

O

n_Q

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 Company’s
website at https://info.niit.com/hubfs/section46-of-the-lodr/code-
of-conduct-policies/CSR%20Policy.pdf

During the year under review, the Company spent Rs. 13.80
million on CSR activities in the education sector. The Report on the
CSR activities, in the prescribed format and approved by the CSR
Committee on May 14, 2025, is annexed herewith as “Annexure -
C”, and forms part of this Report.

Our CSR efforts this year were enriched by the active and heartfelt
participation of our employees. Through initiatives like “Gift a
Smile”, we spread joy to communities by donating essential items.
“Gift of Technology” helped bridge the digital divide by providing
laptops and desktops, through trusted NGOs, to support learning
and connectivity. “Gift of Breeze” brought everyday comfort to
students at a school for the hearing-impaired through the donation
of much-needed fans. Demonstrating our global commitment, we
also partnered with an NGO in the USA to support its holiday
donation drive, bringing warmth and cheer to families with
hospitalized children. Together, these initiatives reflect our belief
that meaningful change begins with compassion and underscore
our dedication to making a positive difference in communities—
both locally and globally.

I—=J Related Party Transactions

The Board of the Company on the recommendation of the Audit
Committee, had 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. No material related party transaction was undertaken
by the Company with Promoters, Directors, Key Managerial
Personnel, or other related parties, that could have a potential
conflict with the interest of the Company at large. All related party
transactions were duly approved by the Audit Committee and

were also placed before the Board as a matter of good corporate
governance practice.

A statement of related party transactions was presented before
the Audit Committee on a quarterly basis for review, and prior/
omnibus approval was 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, are provided in “Annexure - D”, forming part
of this Report.

rif®>

Internal Financial Controls

The Company has designed and implemented a process-driven
framework for internal financial controls within the meaning
of Section 134(5)(e) of the Act. A detailed note on the internal
controls system and its adequacy is provided in the Management
Discussion and Analysis Report. The Board is of the opinion that
the Company has sound internal financial controls commensurate
with the nature and size of its business operations, with controls in
place and operating effectively.

The Company’s risk management framework is also detailed in the
Management Discussion and Analysis Report.

Vigil Mechanism

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

$0}

Statutory Committees

The details of the Committees of the Board - namely, the 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.

Statutory Policies/Codes

The Company has, inter-alias, adopted the following policies and
codes in accordance with the applicable provisions of the Act and
Listing Regulations:

• Policy on Determination of ‘Material’ Subsidiaries

• Policy on Determination of Material/Price Sensitive Information

• Policy on Related Party Transactions

• Nomination and Remuneration Policy

• Code of Conduct to Regulate, Monitor and Trading by
Designated Persons

• Code of Practices and Procedures for Fair Disclosure of UPSI

• Policy for Procedure of Inquiry in Case of Leak of UPSI

• Archival Policy

• Whistle Blower Policy

• Code of Conduct

• Corporate Social Responsibility Policy

• Dividend Distribution Policy

The Company has a policy on “Prevention of Sexual Harassment
of Women at Workplace” and matters connected therewith or
incidental thereto, covering all the aspects as contained under
“The Sexual Harassment of Women at Workplace (Prohibition,
Prevention, and Redressal) Act, 2013.” The details of the Internal
Complaint Committee (ICC) and status of complaint are provided
in the Corporate Governance Report.

Nomination and Remuneration Policy

The Board, on the recommendation of the Nomination &
Remuneration Committee, had adopted the Nomination and
Remuneration Policy. The detail is given in the Corporate
Governance Report.

Dividend Distribution Policy

Pursuant to the provisions of Regulation 43A of Listing Regulations,
the Dividend Distribution Policy is provided in “Annexure - E”,
forming part of this Report, and is also available on the website of
the Company at https://info.niit.com/hubfs/section46-of-the-lodr/
code-of-conduct-policies/Dividend%20Distribution%20Policy.
pdf

Information relating to Conservation of Energy, Technology

Absorption, Research and Development, Foreign Exchange

Earnings and Outgo:

a) Conservation of energy

Although the operations of the Company are not energy¬
intensive, the management remains conscious of the
importance of energy conservation at all operational levels,
and efforts are being made in this direction on a continuous
basis. Adequate measures have been implemented to reduce
energy consumption, whenever possible, through the use
of energy-efficient equipment. The actions taken by the
Company are included in BRSR. The 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’s not just
another trend—it’s a fundamental shift that will reshape the
entire landscape of learning and development. Your company
focuses 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 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 multifactor
authentication, have been put in place. Systems for Security
Event and Incident Management monitoring have been set up
to speed up the detection of threats and effective incident
response.

c) Research and development

Your Company 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’ve 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 customized learning content
and other services to its overseas clients to meet their
varying learning needs. The Company develops content
in a range of subjects for a widely varied audience. The
Company will continue to strengthen its presence in the
USA, Europe, Africa, China, South East Asia, etc., with a
view to increase exports.

(ii) Expenditure and Earnings in Foreign Currency

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

Details 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

The Annual Return as required under Section 134 (3) read with
92(3) of the Act is available on the website of the Company at
https://www.niit.com/regulation46-of-the-lodr/Annual-Returns.
html

General

Your directors state that no disclosure or reporting is required in
respect of the following matters, as there were no transactions on
these items during the year under review:

• 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, 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 or any application or
proceedings made under the Indian Bankruptcy Code, 2016.

• Buyback of shares.

• Public Deposits In terms of the provisions of Section 73 of
the Act and the Companies (Acceptance of Deposits) Rules,
2014.

Remuneration of the Directors / Key Managerial Personnel/
Employees

The information in accordance with the provisions of Section
197(12) of the Act read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is
provided in “Annexure - F”, forming part of this Report.

°0°

Human Resources

NIITians, continue to be a cornerstone of the Company’s success.
The Company has a positive and enabling work environment
that nurtures innovation and upholds meritocracy at every level.
A comprehensive overview of our human resource practices is
provided in the Management Discussion and Analysis Report.
Employee relations remained constructive and cordial across all
the Company’s locations.

Employee Stock Options

The Company views equity-based compensation as a strategic
approach to align employee incentives with its long-term value
creation strategy for stakeholders.

During FY25, the Company granted 2,676,250 stock options
at market price at the time of grant under newly formed NLSL
Employee Stock Option Plan 2024. The Company had earlier
granted stock options under NLSL Employee Stock Option Plan
2023-0, pursuant to the Composite Scheme of Arrangement in
FY24.

The grant-wise details of such stock options 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.niitmts.com and forms a part of this Report. The
same shall also be available for inspection by members upon
request.

The Company has received a certificate from M/s. PI & Associates,
a firm of Company Secretaries in Practice, confirming that the
aforesaid stock option plans have been implemented in compliance
with applicable SEBI regulations. This certificate will be placed at
the ensuing AGM for inspection by members.

Acknowledgement

The fiscal year 2024-25 was marked by sustained uncertainty in
the external environment, with limited visibility into key market
dynamics. These conditions created considerable challenges to
growth. Nevertheless, the Company demonstrated resilience and
adaptability, responding strategically to evolving circumstances
while remaining focused on long-term value creation and
operational excellence.

The Board of Directors places on record its sincere appreciation to
our esteemed customers, business partners, suppliers, financial
institutions, government agencies, and regulatory authorities for
their continued support and collaboration during the year.

We also extend our heartfelt gratitude to all employees for their
resilience, dedication, and tireless efforts, which have been pivotal

in advancing the Company through a challenging and dynamic
business landscape.

Above all, the Board expresses its deep appreciation to our
shareholders for their enduring trust, confidence, and commitment.

Looking ahead, the Board remains firmly focused on driving
sustainable, long-term growth and delivering enduring value to all
stakeholders.

By Order of the Board
For NIIT Learning Systems Limited

Rajendra S Pawar

Place: Gurugram Chairman

Date: May 14, 2025 DIN: 00042516