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NIIT Ltd.

BSE: 500304 Sector: Services
NSE: NIITLTD ISIN Code: INE161A01038
BSE 14:33 | 27 Oct 308.95 -5.40
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311.10

HIGH

326.60

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306.05

NSE 14:24 | 27 Oct 309.75 -4.60
(-1.46%)
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313.50

HIGH

326.70

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OPEN 311.10
PREVIOUS CLOSE 314.35
VOLUME 103712
52-Week high 387.30
52-Week low 130.00
P/E 78.81
Mkt Cap.(Rs cr) 4,128
Buy Price 308.90
Buy Qty 108.00
Sell Price 309.35
Sell Qty 1.00
OPEN 311.10
CLOSE 314.35
VOLUME 103712
52-Week high 387.30
52-Week low 130.00
P/E 78.81
Mkt Cap.(Rs cr) 4,128
Buy Price 308.90
Buy Qty 108.00
Sell Price 309.35
Sell Qty 1.00

NIIT Ltd. (NIITLTD) - Auditors Report

Company auditors report

To the Members of NIIT Limited

Report on the Audit of the Standalone Ind AS Financial Statements Opinion

We have audited the accompanying standalone Ind AS financial statements of NIIT Limited("the Company") which comprise the Balance sheet as at March 312021 theStatement of Profit and Loss including the statement of Other Comprehensive Income theCash Flow Statement and the Statement of Changes in Equity for the year then ended andnotes to the standalone Ind AS financial statements including a summary of significantaccounting policies and other explanatory information.

In our-opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone Ind AS financial statements give theinformation required by the Companies Act 2013 as amended ("the Act") in themanner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the state of affairs of the Company as at March312021 its profit including other comprehensive loss its cash flows and the changes inequity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone Ind AS financial statements in accordance withthe Standards on Auditing (SAs) as specified under section 143(10) of the Act. Ourresponsibilities under those Standards are further-described in the' Auditor'sResponsibilities for the Audit of the Standalone Ind AS Financial Statements section ofour report. We are independent of the Company in accordance with the 'Code of Ethics'issued by the Institute of Chartered Accountants of India together with the ethicalrequirements that are relevant to our audit of the financial statements under-theprovisions of the Act and the Rules there under and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the Code of Ethics. We believethat the audit evidence we have obtained is sufficient and appropriate to provide a basisfor our audit opinion on the standalone Ind AS financial statements.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the standalone Ind AS financial statements for the financialyear ended March 312021. These matters were addressed in the context of our audit of thestandalone Ind AS financial statements as a whole and in forming our opinion thereon andwe do not provide a separate opinion on these matters. For each matter below ourdescription of how our audit addressed the matteris provided in that context.

We have determined the matters described below to be the key audit matters to becommunicated in our report. We have fulfilled the responsibilities described in theAuditor's responsibilities for the audit of the standalone Ind AS financial statementssection of our report including in relation to these matters. Accordingly ourauditincluded the performance of procedures designed to respond to our assessment of the risksof material misstatement of the standalone Ind AS financial statements. The results of our-auditprocedures including the procedures performed to address the matters below provide thebasis for our audit opinion on the accompanying standalone Ind AS financial statements.

Key audit matters How our audit addressed the key audit matter
Revenue recognition and Recoverability from trade receivables and unbilled revenue
(Refer to the summary of significant accounting policies in point 2(d) (1) & (j)(iii) and the disclosure in notes 17 8(iii) and 8 (iv) of the standalone Ind AS standalone Financial Statements)
The Company derives significant portion of its revenue from long-term and fixed price projects. Estimation of effort is a critical estimate to determine revenues for fixed price contract. Our audit procedures included the following:
This estimate has a high inherent uncertainty as it requires consideration of progress of the contract efforts incurred till date efforts required to complete the remaining contract performance obligations. We have performed walk through and obtained an understanding of the process and tested the operating effectiveness of key controls associated with the revenue recognition and accounts receivable process.
Some of the contracts have complex terms and conditions requiring management analysis judgement and application of guidance for appropriate recognition of revenue and the corresponding balances of accounts receivables unbilled revenues and deferred revenues. We made enquiries of management and analysed contracts on sample basis to evaluate revenue recognition in accordance with their terms and conditions of the contract. We have:
In consideration of certain key judgements and principles used for recognition of revenue we have identified this matter to be a key audit matter. • Assessed the Company's accounting policies relating to revenue recognition;
Further the Company has significant amount of trade receivables and unbilled revenue of Rs. 869.56 Mn in the balance sheet. • Checked the revenue recognition from fixed price contracts by reading the supporting documents including inspection of contracts / statement of work/ purchase orders from customers and documents evidencing delivery on a test check basis;
The Company has determined the allowance for the expected credit losses based on historical loss experience adjusted to reflect current and estimated future economic conditions while considering possible impact from the COVID -19 pandemic. • Checked pre and post year end sample of revenue recognized with the supporting documents;
We focused on this risk as the balances are material and there are significant judgments involved in assessing recoverability of trade receivables and unbilled revenue for calculating the expected credit losses. • Circulated the confirmations for outstanding trade receivables on sample basis on year end and performed alternate procedures for the confirmafions not received;
• We have obtained calculation of estimated efforts budgeted by management and performed comparative analysis to the actual efforts;
• Tested the ageing of trade receivables for a sample of invoices;
• Checked the subsequent collection made from the trade receivables and subsequent billing for unbilled revenue and inquired of management for the reasons of any long outstanding amounts and correspondences with the customers;
• Checked the calculation of expected credit loss model based upon the past trend and forward-looking scenarios and ensured that recognition of the calculation of expected credit loss is in accordance with the provision of Ind AS 109;
• Evaluated the credit risk profile of the customers on sample basis using external information available;
• Tested the journal entries impacting revenue using data extracted from the accounting system made in the preparation of the Standalone Ind AS financial statements;
• Checked the adequacy of disclosure given in Standalone Ind AS financial statement for compliance with the Accounting standards.
Key audit matters How our audit addressed the key audit matter
Impairment of Investments
(Refer to the summary of significant accounting policies in point 2(j) and the disclosure in note 8(i) and 24(iv) of the lnd AS standalone Financial Statements)
The Company has net investment (including classified as held for sale) of Rs. 1436.97 Mn in subsidiaries. Our audit procedures included the following:
Annually the management assesses the existence of impairment indicators for each non-current investment and in case of occurrence such investments are subjected to an impairment test. • Assessed the Company's valuation methodology applied in determining the recoverable amount;
As at the reporting date the Company has investments in certain subsidiaries of which the management has identified impairment indicators such as net worth erosion and loss in the current year in respect of certain investments in subsidiaries. • We have obtained financial statements of subsidiaries from the management and assessed impairment indicators in accordance with Ind AS 36;
Accordingly investments have been tested for impairment as at year end in accordance with Indian Accounting Standard ('Ind AS') 36 "Impairment of Assets". • Assessed the assumptions used in determining cash flow forecasts discount rates expected growth rates and terminal growth rates used;
Based on the management's assessment an impairment provisions of Rs. 382.53 Mn has been recorded in the books as at the year-end. • Involved our internal valuation specialist to evaluate the adequacy of the assumptions used in impairment analysis;
Accordingly the determination of indicators of impairment as well as the recoverable amounts of investments in subsidiaries was considered to be a key audit matter in our audit of the standalone Ind AS financial statements. • Assessed historical accuracy of management's budgets and forecasts by comparing them to actual performance;
• Assessed the recoverable value headroom by performing sensitivity testing of key assumptions used;
• Discussed potential changes in assumptions as compared to previous year/ actual performance with management in order to evaluate the inputs and assumptions used in the cash flow forecasts;
• Tested the arithmetical accuracy of the models;
• Checked the disclosure given in Standalone Ind AS financial statement for compliance with the Accounting standards.
Impairment of intangible assets
(Refer to the summary of significant accounting policies in point 2(q) and the disclosure in note 5(i) of the Ind AS standalone Financial Statements)
Annually the management assesses the impairment of internally generated intangible assets for each cash generating unit (CGU) for an impairment test. Our audit procedures included the following:
As at the reporting date the Company has internally generated intangible assets (including intangible assets under development) for which management has evaluated future economic benefits in accordance with Indian Accounting Standard ('Ind AS') 36 "Impairment of Assets". We assessed the key information used in determining the valuation including the weighted average cost of capital cash flow forecasts and the implicit growth. We have:
In view of the COVID -19 pandemic the management has reassessed its future business plans and key assumptions as at March 312021 while assessing the adequacy of impairment provision. • Assessed the Company's valuation methodology applied in determining the value in use;
In consideration of the judgments required in particular with reference to the forecast of CGU cash flows and the assumptions used in estimating the value-in-use of these intangibles assets we have identified this matter to be a key audit matter. • Inspected and assessed with the help of our valuation specialists management's most recent forecasts and the underlying assumptions/calculations having considered information on capacity and expected growth rates from recent industry sources;
• Assessed historical accuracy of management's budgets and forecasts by comparing them to actual performance;
• Assessed the recoverable value headroom by performing sensitivity testing of key assumptions used;
• Tested the arithmetical accuracy of the models;
• Checked the disclosure given in Standalone Ind AS financial statement for compliance with the Accounting standards;
• Obtained management's most recent financial results forecasts and liquidity analysis underlying their impairment assessment and tested the integrity of the forecasts including mathematical accuracy;
• Assessed potential changes in key drivers with management in order to evaluate whether the inputs and assumptions used in the cash flow forecasts were suitable.
Recoverability of Deferred Tax Assets
(Refer to the summary of significant accounting policies in point 2(g) and the disclosure in note 9(i) of the Ind AS standalone Financial Statements)
The Company has recognized Deferred Tax assets of Rs. 106.35 Mn on timing differences. Our audit procedures included the following:
There is inherent uncertainty involved in forecasting future taxable profits which determines the extent to which deferred tax assets are recognized. • Checked management's calculation of the Deferred tax assets and the key assumptions used;
The analysis of the recoverability of such deferred tax assets has been identified as a key audit matter because the assessment process involves judgement regarding the future profitability and the likelihood of the realization of these assets in particular whether there will be taxable profits in future periods that support the recognition of these assets. • Evaluated the design and implementation of key controls relating to calculation of deferred tax asset;
There is an inherent uncertainty involved in forecasting future taxable profits which determines the extent to which deferred tax assets are recognized. • Checked the basis for estimating projected future profits and evaluated the assumptions used by management in these profit forecasts;
We have identified this matter to be a key audit matter. • Tested the tax adjustments with the support from tax specialists which are taken into account to estimate taxable income applicable tax legislation and the decisions concerning the possibilities of using applicable tax benefits with respect to the entity
We have determined that there are no other key audit matters to communicate in our report. • Performed sensitivity analysis on projections used for determining future taxable income to understand and challenge the key assumptions used by management.
• Tested the arithmetical accuracy of the deferred tax calculation.
• Checked the disclosure given in Standalone Ind AS financial statement for compliance with the Accounting standards.

We have determined that there are no other key audit matters to communicate in ourreport.

Information Other than the Financial Statements and Auditor's Report Thereon

The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Annual report but does not includethe standalone Ind AS financial statements and our auditor's report thereon.

Our opinion on the standalone Ind AS financial statements does not cover the otherinformation and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone Ind AS financial statements ourresponsibility is to read the other information identified above when it becomes availableand in doing so consider whether- such other- information ismaterially inconsistent with the standalone Ind AS financial statements or our knowledgeobtained in the audit or otherwise appears to be materially misstated.

Responsibilities of Management for the Standalone Ind AS Financial Statements

The Company's Board of Directors is responsible for-the matters stated insection 134(5) of the Act with respect to the preparation of these standalone Ind ASfinancial statements that give a true and fair view of the financial position financialperformance including other comprehensive income cash flows and changes in equity of theCompany in accordance with the accounting principles generally accepted in Indiaincluding the Indian Accounting Standards (Ind AS) specified under section 133 of the Actread with the Companies (Indian Accounting Standards) Rules 2015 as amended. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for-safeguarding of the assets of the Company and forpreventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and the design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the standalone IndAS financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the standalone Ind AS financial statements management is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so.

Those Board of Directors are also responsible for over seeing the Company's financialreporting process.

Auditor's Responsibilities for the Audit of the Standalone Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone Ind ASfinancial statements as a whole are free from material misstatement whether due to fraudor-error and to issue an auditor's report that includes our opinion.Reasonable assurance is a high level of assurance but is not a guarantee that an auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or- error and are consideredmaterial if individually or in the aggregate they could reasonably be expected toinfluence the economic decisions of users taken on the basis of these standalone Ind ASfinancial statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone Ind ASfinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for-our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for-one resulting from erroras fraud may involve collusion forgery intentional omissions misrepresentations or theoverride of internal control.

• Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under section 143(3)(i)of the Act we are also responsible for expressing our opinion on whether the Company hasadequate internal financial controls with reference to financial statements in place andthe operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or- conditions that may cast significant doubt on theCompany's ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor's report to therelated disclosures in the financial statements or if such disclosures are inadequate tomodify our opinion. Our conclusions are based on the audit evidence obtained up to thedate of our-auditor's report. However future events or conditions may causethe Company to cease to continue as a going concern.

• Evaluate the overall presentation structure and content of the standalone IndAS financial statements including the disclosures and whether the standalone Ind ASfinancial statements represent the underlying transactions and events in a manner thatachieves fair presentation.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the standalone Ind AS financialstatements for the financial year ended March 312021 and are therefore the key auditmatters. We describe these matters in our auditor's report unless law or regulationprecludes public disclosure about the matter or when in extremely rare circumstances wedetermine that a matter should not be communicated in our report because the adverseconsequences of doing so would reasonably be expected to outweigh the public interestbenefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Act we give in the "Annexure l"a statement on the matters specified inparagraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act we report that:

(a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit;

(b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books;

(c) The Balance Sheet the Statement of Profit and Loss including the Statement ofOther Comprehensive Income the Cash Flow Statement and Statement of Changes in Equitydealt with by this Report are in agreement with the books of account;

(d) In our opinion the aforesaid standalone Ind AS financial statements comply withthe Accounting Standards specified under Section 133 of the Act read with Companies(Indian Accounting Standards) Rules 2015 as amended;

(e) On the basis of the written representations received from the directors as on March31 2021 taken on record by the Board of Directors none of the directors is disqualifiedas on March 312021 from being appointed as a director in terms of Section 164 (2) of theAct;

(f) With respect to the adequacy of the internal financial controls with reference tothese standalone Ind AS financial statements and the operating effectiveness of suchcontrols refer to our separate Report in "Annexure 2" to this report;

(g) In our opinion the managerial remuneration for the year ended March 31 2021 hasbeen paid / provided by the Company to its directors in accordance with the provisions ofsection 197 read with Schedule V to the Act;

(h) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 as amended inour opinion and to the best of our information and according to the explanations given tous:

i. The Company has disclosed the impact of pending litigations on its financialposition in its standalone Ind AS financial statements - Refer Note 31 to the standaloneInd AS financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for-whichthere were any material foreseeable losses;

iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004
per Sanjay Bachchani
Partner
Place of Signature: Gurugram Membership Number: 400419
Date: June 04 2021 UDIN: 21400419AAAACPH01

ANNEXURE-1 REFERRED TO IN PARAGRAPH 1 OF REPORT ON OTHER LEGAL AND REGULATORYREQUIREMENTS OF OUR

REPORT OF EVEN DATE ON THE STANDALONE IND AS FINANCIAL STATEMENT OF NIIT LIMITED

(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) The fixed assets are physically verified by the Management according to a phasedprogramme designed to cover all the items over a period of two years which in ouropinion is reasonable having regard to the size of the Company and the nature of itsassets. Pursuant to the programme a portion of the fixed assets has been physicallyverified by the Management during the year and no material discrepancies have been noticedon such verification.

(c) According to the information and explanations given by the management the titledeeds of immovable properties included in property plant and equipment are held in thename of the Company.

(ii) The management has conducted physical verification of inventory at reasonableintervals during the year and no material discrepancies were noticed on such physicalverification. There was no inventory lying with third parties.

(iii) (a) The Company has granted unsecured loan to a company covered in the registermaintained under section 189 of the Act. In our opinion and according to the informationand explanations given to us the terms and conditions of the grant of such loans are notprejudicial to the company's interest.

(b) The Company has granted unsecured loan to a company covered in the registermaintained under section 189 of the Act. The schedule of repayment of principal andpayment of interest has been stipulated for the loans granted and the receipts areregular.

(c) There are no amounts of loans granted to companies firms or other parties listedin the register maintained under section 189 of the Act which are overdue for more thanninety days.

(iv) In our opinion and according to the information and explanations given to usprovisions of section 185 and 186 of the Act in respect of loans to directors includingentities in which they are interested and in respect of loans and advances giveninvestments made and guarantees and securities given have been complied with by theCompany.

(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76of the Act and the Companies (Acceptance of Deposits) Rules 2014 (as amended).Accordingly the provisions of clause 3(v) of the Order are not applicable.

(vi) We have broadly reviewed the books of account maintained bythe Company pursuant tothe rules made by the Central Government for the maintenance of cost records under section148(1) of the Act related to the educational services and are of the opinion that primafacie the specified accounts and records have been made and maintained. We have nothowever made a detailed examination of the same.

(vii) (a) The Company has been generally regular in depositing with appropriateauthorities undisputed statutory dues including provident fund employees' stateinsurance income-tax sales-tax service tax duty of custom value added tax goods andservice tax cess and other statutory dues applicable to it. The provisions relating toduty of excise are not applicable to the Company.

(b) According to the information and explanations given to us no undisputed amountspayable in respect of provident fund employees' state insurance income tax sales taxservice tax duty of custom value added tax goods and service tax cess and otherapplicable statutory dues were outstanding at the year end for a period of more than sixmonths from the date they became payable.

(c) According to the records of the Company the dues of income- tax works contracttax sales tax and value added tax on account of any dispute are as follows:

Name of the statute Nature of dues Amount (Rs.in Mn) Period Forum where the dispute is pending
Andhra Pradesh General Sales Tax Act 1957 Works contract tax 31.32 2002-2005 Supreme Court of India
Central Sales Tax Act 1956 Sales Tax 44.57* 2005-2011 VAT Appellate Tribunal
Income Tax Act 1961 Income Tax 3.09 AY 2009-10 CIT (Appeals)
Income Tax Act 1961 Income Tax 14.17 AY 1999-00 to 2005-06 High Court / Income Tax Appellate Tribunal
Income Tax Act 1961 Income Tax 15.87 AY 2010-11 CIT (A) (Company Appeal)
Income Tax Act 1961 Income Tax 11.37 AY 2011-12 CIT (A) (Company Appeal)
Customs Act 1962 Custom duty 4.80 2012-13 and 2013-14 Director of Revenue Intelligence

*This includes amount paid under protest amounting to Rs. 22.22 Mn.

ANNEXURE-1 REFERRED TO IN PARAGRAPH 1 OF REPORT ON OTHER LEGAL AND REGULATORYREQUIREMENTS OF OUR REPORT OF EVEN DATE ON THE STANDALONE IND AS FINANCIAL STATEMENT OFNIIT LIMITED Contd..

(viii) In our opinion and according to the information and explanations given by themanagement the Company has not defaulted in repayment of loans or borrowings to afinancial institution and bank. There are no dues in the nature of borrowings payable toGovernment or debenture holders.

(ix) In our opinion and according to the information and explanations given by themanagement and audit procedures performed by us the Company has utilized the moniesraised by way of term loans for the purposes for which they were raised. The Company hasnot raised money by way of initial public offer / further public offer and debtinstruments.

(x) Based upon the audit procedures performed for the purpose of reporting the true andfair view of the financial statements and according to the information and explanationsgiven by the management we report that no fraud by the company or no fraud on the companyby the officers and employees of the Company has been noticed or reported during the year.

(xi) According to the information and explanations given by the management and auditprocedures performed by us the managerial remuneration has been paid / provided inaccordance with the requisite approvals mandated by the provisions of section 197 readwith Schedule V to the Act.

(xii) In our opinion the Company is not a nidhi company. Therefore the provisions ofclause 3(xii) of the order are not applicable to the Company and hence not commented upon.

(xiii) According to the information and explanations given by the management and auditprocedures performed by us transactions with the related parties are in compliance withsection 177 and 188 of the Act where applicable and the details have been disclosed inthe notes to the financial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and on an overallexamination of the balance sheet the company has not made any preferential allotment orprivate placement of shares or fully or partly convertible debentures during the yearunder review and hence reporting requirements under clause 3(xiv) are not applicable tothe company and not commented upon.

(xv) According to the information and explanations given by the management and auditprocedures performed by us the Company has not entered into any non-cash transactionswith directors or persons connected with him as referred to in section 192 of the Act.

(xvi) According to the information and explanations given to us the provisions ofsection 45-IA of the Reserve Bank of India Act 1934 are not applicable to the Company.

For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004
per Sanjay Bachchani
Partner
Place of Signature: Gurugram Membership Number: 400419
Date: June 04 2021 UDIN: 21400419AAAACP1101

ANNEXURE - 2 TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THE STANDALONEFINANCIAL STATEMENTS OF

NIIT LIMTED

Report on the Internal Financial Control sunder Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls with reference to standalone Ind ASfinancial statements of NIIT Limited ("the Company") as of March 312021 inconjunction with our audit of the standalone Ind AS financial statements of the Companyfor the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's Management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls Over Financial Reportingissued by the Institute of Chartered Accountants of India ("ICAI"). Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Companies Act 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to these standalone Ind AS financial statements based on ouraudit. We conducted our audit in accordance with the Guidance Note on Audit of InternalFinancial Controls Over Financial Reporting (the "Guidance Note") and theStandards on Auditing as specified under section 143(10) of the Act to the extentapplicable to an audit of internal financial controls both issued by ICAI. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls with reference to these standalone Ind AS financial statements wasestablished and maintained and if such controls operated effectively in all materialrespects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls with reference to these standalone Ind AS financialstatements and their operating effectiveness. Our audit of internal financial controlswith reference to standalone Ind AS financial statements included obtaining anunderstanding of internal financial controls with reference to these standalone financialstatements assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgement including the assessment of therisks of material misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls withreference to these standalone Ind AS financial statements.

Meaning of Internal Financial Controls With Reference to these Standalone FinancialStatements

A company's internal financial controls with reference to these standalone Ind ASfinancial statements is a process designed to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles. A company'sinternal financial controls with reference to standalone financial statements includesthose policies and procedures that

(1) pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorisations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the company's assets that could have amaterial effect on the financial statements.

Inherent Limitations of Internal Financial Controls with Reference to these StandaloneInd as Financial Statements

Because of the inherent limitations of internal financial controls with reference tothese standalone Ind As financial statements including the possibility of collusion orimproper management override of controls material misstatements due to error or fraud mayoccur and not be detected. Also projections of any evaluation of the internal financialcontrols with reference to these standalone Ind As financial statements to future periodsare subject to the risk that the internal financial control with reference to thesestandalone Ind As financial statements may become inadequate because of changes inconditions or that the degree of compliance with the policies or procedures maydeteriorate.

ANNEXURE - 2 TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THE STANDALONEFINANCIAL STATEMENTS OF NIIT LIMTED (Contd...)

Opinion

In our opinion the Company has in all material respects adequate internal financialcontrols with reference to these standalone Ind As financial statements and such internalfinancial controls with reference to standalone financial statements were operatingeffectively as at March 312021 based on the internal control over financial reportingcriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note issued by the ICAI.

For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004
per Sanjay Bachchani
Partner
Place ofSignature: Gurugram Membership Number: 400419
Date: June 04 2021 UDIN: 21400419AAAACP1101

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