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NIIT Ltd.

BSE: 500304 Sector: Services
NSE: NIITLTD ISIN Code: INE161A01038
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OPEN 92.35
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VOLUME 22194
52-Week high 116.90
52-Week low 60.80
P/E 27.25
Mkt Cap.(Rs cr) 1,514
Buy Price 90.10
Buy Qty 25.00
Sell Price 90.55
Sell Qty 5.00
OPEN 92.35
CLOSE 92.00
VOLUME 22194
52-Week high 116.90
52-Week low 60.80
P/E 27.25
Mkt Cap.(Rs cr) 1,514
Buy Price 90.10
Buy Qty 25.00
Sell Price 90.55
Sell Qty 5.00

NIIT Ltd. (NIITLTD) - Director Report

Company director report

Dear NIIT Shareowner

Your Directors take pleasure in presenting the 35th Annual Report along withthe Audited Financial Statements (Standalone and Consolidated) for the financial yearended March 312018.

Financial Highlights

The Company has adopted Indian Accounting Standards (Ind AS) from April 12017 with atransition date of April 1 2016. The financial statements have been prepared inaccordance with Ind AS as prescribed under section 133 of the Companies Act 2013 readwith rule 3 of the Companies (Indian Accounting Standards) Rules 2015 as amended.

The highlights of your Company's financial results for the financial year("FY") April 1 2017 to March 31 2018 (FY18) are as follows:

(Amount in Rs. Million)

Consolidated

Standalone

FY FY FY FY
Particulars 2017-18 2016-17 2017-18 2016-17
Net Sales (Income from operations) 8505 8452 3619 3633
Other Income 86 137 511 414
Total Income 8591 8589 4130 4047
Total Expenditure (Before Depreciation) 8020 8134 3709 3874
Profit before depreciation and taxes 571 455 420 173
Depreciation and Amortization 401 457 238 242
Exceptional Items [Net Gain / (Loss)] 7 16 (126) 39
Net Profit/ (Loss) before Tax & share of Associate's Profit & Non-Controlling Interests 177 14 57 (30)
Tax Expense 201 184 5 6
Share of Associate's Profit and Non-Controlling Interests 649 579 NA NA
Net Profit/(Loss) 625 409 51 (35)
Basic EPS (Rs.) 3.76 2.47 0.31 (0.21)
Diluted EPS (Rs.) 3.72 2.44 0.30 (0.21

During the year your Company's consolidated total income was Rs.8591 million asagainst Rs.8589 million in the previous year and net profit (after share of associate'sprofit and Non- Controlling Interests) was Rs. 625 million as against Rs. 409 million inthe previous year.

The Company's total income for the year under review on a standalone basis was Rs.4130 million as compared to Rs. 4047 million in the previous year and net profit of Rs.51 million as compared to loss of Rs. 35 million in the previous year.

Business Operations

Corporate Learning business which contributed 61% to your Company's revenues in FY18continues to see strong growth in demand for Managed Training Services (MTS) from globalmultinational companies. During the year the Corporate Learning Group (CLG) achievedrevenue growth of 14%. Excluding impact of currency exchange CLG witnessed growth of 17%in constant currency terms. CLG EBITDA grew 18% YoY to Rs. 761 million. Margin improved 47basis points YoY to 15%. The increasing demand is visible from the fact that CLG signed 15new contracts during the year including 8 new MTS customers. This is the highest numberof contracts and new customers in any year. The business ended the year with 39 MTScustomers versus 34 at the end of previous year.

In January 2018 the Company had acquired Eagle International Institute Inc. doingbusiness as Eagle Productivity Solutions (Eagle) through its wholly owned subsidiary NIIT(USA) Inc. Headquartered in Rochester USA Eagle is a top-rated global provider thatspecializes in training solutions for companies adopting sophisticated cloud basedenterprise applications in the Pharmaceutical and Life Sciences industry. Eagle has workedwith 18 of the top 20 pharmaceutical companies and has over 30 Pharma companies as Currentcustomers. Eagle has been fully integrated with CLG as the application rollout trainingpractice.

In the Skills & Careers business there was continued uncertainty in hiring in ITand a virtual freeze in hiring in banks during the year. This impacted the Company'sability to drive enrolments. The business achieved revenue of Rs. 2669 million in FY18 ascompared to Rs. 3045 million in FY17. Given the headwinds and changing demand yourCompany focused its efforts on cost rationalization and creating new products andsolutions that will be launched in FY19. The Company expects these new products andsolutions to bring the business back on the path of growth. During the year costrationalization helped to reduce the impact of operating leverage resulting in EBITDA ofRs. 36 million which was down marginally YoY. The business achieved robust growth inrevenue from International markets. The Skills & Careers business contributed 31% toNIIT's consolidated revenue in FY18.

The online learning business completed it's first full year in FY18. In a little over ayear training.com has achieved significant momentum. The business saw strong growth inFY18 growing to over Rs. 60 million in revenue from a small base of Rs. 6 million inFY17. Training.com has strong course completion rate of over 90% which is amongst thebest in industry. The business has trained over 3500 learners since launch.

In the School Learning Business (SLG) the Company continued on its path oftransformation and driving the mix towards private schools. The Company is exiting capexdriven business in both government and private school. At the end of the year there wasonly one government school contract remaining which will be completed in FY19.

While the planned exit from government schools continued to impact overall revenue ithelped improve its liquidity and capital efficiency.

For the year revenue from SLG declined 32% year-on-year due to the planed exit fromcapital-intensive government school business. The business had 3% EBITDA margin for theyear versus 6% in FY17. The go-forward IP driven business was up 2% YoY. SLG contributed7% to NIIT's revenues for FY18.

On an overall basis NIIT achieved operating revenues of Rs. 8505 million a growth of1% as compared to the previous financial year. The revenue from go-forward business was up6% YoY. The strong growth in Corporate Learning helped to overcome planned ramp down ofrevenue from government schools and headwinds in the Skills & Careers business. EBITDAwas Rs. 746 million as compared to Rs. 674 million last year up 11% YoY. EBITDA marginimproved 80 basis points YoY to 9%.

Future Plans

Your Company is targeting the large opportunity for training outsourcing in bothInternational and Domestic markets and continues to focus asset light technologyintensive and IP driven business models to drive profitable growth.

In the Corporate Learning Business the pace of outsourcing to specialist trainingcompanies expected to keep growing with increase in both number of companies deciding tooutsource as well as share of spending that is outsourced. Your Company continues to seelarge opportunities in MTS and is proactively investing in building new capabilities indelivering solutions and in Sales & Marketing to address these. The pipeline of newopportunities in MTS remains strong.

In the Skills & Careers Business IT industry is expected to see a moderate pick inhiring. However the hiring pattern is changing from bulk hiring from campuses to 'Agile'hiring across the year in line with demand. Also the companies expect skill intensity ofnew and existing talent to keep increasing. New offerings introduced by NIIT including newCareer Courses in Full Stack Engineering Banking & Finance Accounting & BusinessAnalytics Digital Marketing and Data Analytics for Individuals as well as TalentPipelines as a Service (TPaaS) for companies that recruit in large numbers in both IT andBFSI industry are aligned to the changing market demand. This is expected to help theSkills & Careers business come back on the path of growth. The online learningbusiness has been integrated with Skills & Careers to leverage the online platform toimprove convenience as well drive delivery of richer content to learners.

NIIT will complete the planned exit from capex driven and capital-intensive schoolsbusiness models in schools. The recently launched Practice Plus platform witnessedadoption by close to 190000 students from over 600 schools.

The Company plans to leverage existing relationships with the schools to offercomprehensive products offerings to schools as well as offer products and services tostudents outside school through digital channels.

Dividend

Your Directors have not recommended any dividend for the year under review consideringthe future funds requirement for operation and growth of the Company.

Transfer to Reserves

Your Company has not transferred any sum to the General Reserve.

Material changes and commitments if any affecting the financial position of theCompany

There have been no material changes and commitments affecting the financial position ofthe Company between the end of the FY 2018 and this date of this Board's Report. There hasbeen no change in the nature of business of the Company.

Share Capital

During the year the Company has allotted 843505 equity shares on the exercise ofstock options under the NIIT Employee Stock Option Scheme - 2005.

Subsidiaries Joint Ventures and Associate Companies

List of Subsidiaries Joint Ventures and Associates of the Company including changeduring the year is provided in Note no. 30 of the standalone financial statement of theCompany.

During the year under review:

• NIIT Antilles NV a wholly owned subsidiary ("Antilles NV") wasdissolved and liquidated with effect from November 23 2017 for the purpose ofsimplification of overseas holding structure. Post liquidation three wholly ownedsubsidiaries of Antilles NV namely NIIT GC Limited (Mauritius) NIIT Malaysia Sdn Bhd& NIIT West Africa Limited became direct wholly owned subsidiaries of the Company.NIIT GC Limited has wholly owned subsidiary i.e. NIIT China (Shanghai) Limited.

• NIIT (USA) Inc. a wholly owned subsidiary had acquired 100% equity stake ofEagle International Institute Inc. ("Eagle") in USA on January 03 2018.Further Eagle has a wholly owned subsidiary viz. Eagle Training Spain S.L.U. in Spain.

• NIIT China (Shanghai) Limited ("NIIT China") a wholly owned stepdownsubsidiary had entered into an agreement in connection with Wuxi NIIT InformationTechnology Consulting Limited a subsidiary company of NIIT china ("NIIT Wuxi")for sale of its entire 60% shareholding w.e.f. December 1 2017. This is in line with theCompany's focus on Education Centre Consolidation and delivery through SLT platform and

Digital Transformation Initiatives. NIIT Wuxi has two wholly owned subsidiaries namelyChangzhou NIIT Information Technology Consulting Limited and Suzhou NIIT InformationTechnology Consulting Limited. Pursuant to provisions of Section 129 (3) of the Act astatement containing the salient features of each of the Company's subsidiariesassociates and joint venture companies is provided in the prescribed Form AOC-1 annexedherewith as "Annexure A" forming part of this Report.

The financial statements of the subsidiaries can be accessed from the website of theCompany i.e. http://www.niit.com/india/training/investors/Pages/financial-performance.aspx and will also be made availableto the Members of the Company/ Subsidiary Companies seeking at any point of time. Thefinancial statements of the subsidiaries are also available for inspection for any Memberon all working days (i.e. except Saturdays Sundays and holidays) between 10:00 a.m. to1:00 p.m. at the Registered Office of the Company and subsidiary companies.

Consolidated Financial Statement

The consolidated financial statements comply in all material aspects with IndianAccounting Standards (Ind AS) notified under Section 133 of the Companies Act 2013 (theAct) [Companies (Indian Accounting Standards) Rules 2015] and other relevant provisionsof the Act. The consolidated financial statement are prepared in accordance with Ind AS110: Consolidated Financial Statements Ind AS 28: Investments in Associates and Ind AS31: Interests in Joint Ventures.

The financial statements up to year ended 31 March 2017 were prepared in accordancewith the accounting standards notified under the Companies (Accounting Standard) Rules2006 (as amended) and other relevant provisions of the Act. These financial statements arethe first financial statements of the Company under Ind AS. The consolidated financialstatements together with Auditors' Report thereon form part of the Annual Report.

Pursuant to provisions of Section 136 of the Act the audited financial Statements ofthe Company (standalone and consolidated) along with relevant documents are available onthe website of the Company i.e. http://www.niit.com/india/training/investors/Pages/financial-performance.aspx. The same are also available forinspection at the registered office of the Company.

Directors

In accordance with the provisions of Section 152(6) of the Companies Act 2013("the Act") Mr. P Rajendran Director of the Company will retire by rotation atthe ensuing Annual General Meeting ("AGM") and being eligible has offeredhimself for re-appointment as a Director.

Mr. Sanjay Khosla ceased to be a Director of the Company w.e.f. October 2 2017. Heresigned given his professional and personal activities in United States which is hiscurrent

home he was finding it increasingly difficult to travel to India for attendingCompany's board meetings. The Board places on record its appreciation towards valuablecontribution made by Mr. Sanjay Khosla during his tenure as a Director of the Company.

The Board of Directors on recommendation of Nomination and Remuneration Committee hasre-appointed Mr. Vijay K Thadani as Vice-Chairman & Managing Director and Mr. PRajendran as Joint Managing Director of the Company for a period of 5 (five) years witheffect from April 12019 subject to approval of shareholders as their current term ofoffice is upto March 312019.

The Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of Independence as prescribed under the Companies Act 2013(the Act) and Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 (Listing Regulation).

Key Managerial Personnel

As on March 31 2018 the following officials were the 'Key Managerial Personnel' ofthe Company in terms of provisions of the Act:

• Mr. Vijay K Thadani - Vice Chairman & Managing Director

• Mr. P Rajendran-JointManaging Director

• Mr. Rahul Keshav Patwardhan - Chief Executive Officer upto July 312017

• Mr. Sapnesh Kumar Lalla - Chief Executive Officer w.e.f. August 12017

• Mr. Amit Roy - Chief Financial Officer

• Mr. Deepak Bansal - Company Secretary

During the year under review Chief Executive Officer of the Company Mr. Rahul KeshavPatwardhan had tendered his resignation on April 7 2017 due to compelling family reasonsand requested to be relieved from the close of business hours of July 31 2017. Furtherthe Board of Directors had approved the appointment of Mr. Sapnesh Lalla as ChiefExecutive Officer Designate of the Company from April 7 2017 and as Chief ExecutiveOfficer of the Company with effect from August 12017.

Meetings of the Board

During the year eight (8) Board Meetings were convened and held. The intervening gapbetween the meetings was within the period prescribed under the Act and ListingRegulations. For further details please refer Corporate Governance Report forming part ofthis Report.

Board Evaluation

Pursuant to the provisions of the Act and SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 ("Listing Regulations") the Board has carriedout the annual performance evaluation of its own performance the Directors individually(including Chairman of the Board) as

well as the evaluation of the working of its Audit Committee Nomination andRemuneration Committee Corporate Social Responsibility Committee and Stakeholders'Relationship Committee. A structured evaluation form was administered after taking intoconsideration inputs received from the Directors covering various aspects of the Board'sfunctioning such as adequacy of the composition of the Board and its Committees BoardEffectiveness Key Stakeholders connect Ethics and Compliances Evaluation of Company'sPerformance Project Management and Internal Control and Audits. A separate exercise wascarried out to evaluate the performance of individual Directors including the Chairpersonof the Board who were evaluated on parameters such as level of engagement andcontribution effective participation in Board / Committee Meetings independence ofjudgment safeguarding the interest of the Company and its minority shareholdersproviding expert advice to Board and contributing in deliberations while approving relatedparty transactions. Directors' Responsibility Statement Pursuant to the provisionsof Section 134(5) of the Act the Directors of your Company hereby state and confirm:

a) that in the preparation of the Annual Accounts the applicable Accounting Standardswere followed along with proper explanation relating to material departures;

b) that the directors had selected such Accounting Policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of the FY18and of the profit of the Company for that period;

c) that the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;

d) that the directors had prepared the Annual Accounts on a going concern basis;

e) that the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

f) that the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

Secretarial Standards

The Directors state that the applicable Secretarial Standards i.e. SS — 1 :Secretarial Standard on Meetings of the Board of Directors and SS — 2 : SecretarialStandard on General Meetings issued by the Institute of Company Secretaries of India havebeen duly followed by the Company.

Statutory Auditors

S R Batliboi & Associates LLP Chartered Accountants Gurgaon (FRN 101049W/ E300004)were appointed as Statutory Auditors of the Company for a term of 5 (five) consecutiveyears at the AGM held on September 22 2017. They have confirmed that they are notdisqualified from continuing as Auditors of the Company.

Statutory Auditors' Report

The notes on financial Statement referred to in the Auditors' Report areself-explanatory and do not require any further comments. The Auditors' Report to themembers does not contain any qualification reservation or adverse remark. During the yearunder review the Auditors had not reported any matter under Section 143(12) of the Act.Hence no detail is required to be disclosed under Section 134(3)(ca) of the Act.

Secretarial Auditors

Pursuant to provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board had appointed Nityanand Singh& Co. Company Secretaries as Secretarial Auditors to conduct secretarial audit ofthe Company for FY18. The Secretarial Audit Report for FY18 is annexed herewith as "Annexure-B". The Secretarial Audit Report does not contain any qualification reservationor adverse remark.

Cost Auditors

Pursuant to the provisions of Section 148 of the Act read with Companies (Cost Recordsand Audit) Rules 2014 the Board had appointed Ramanath Iyer and Co. Cost Accountantsas cost auditors of the Company for conducting the audit of cost records of products/services of the Company for FY18. The ratification of remuneration payable to costauditors is being sought from the members of the Company at the ensuing AGM.

Management Discussion and Analysis Report Management Discussion and Analysis Reportas prescribed under Regulation 34(2)(e) read with Para B of Schedule V of the ListingRegulations is given as a separate section and forms a part of this Report.

Corporate Governance Report

Your Company continues to adhere the Corporate Governance requirements set out by theSecurities and Exchange Board of India (SEBI) and committed to the highest standard ofCorporate Governance.

Your Company has complied with all the mandatory requirements relating to CorporateGovernance of Listing Regulations. The Corporate Governance Report as per the requirementof Listing Regulations is given as a separate section and forms a part of this Report. TheCertificate from the practising company secretary confirming the compliance

with the conditions of the Corporate Governance stipulated in Para E of Schedule V ofListing Regulations is also annexed to the Corporate Governance Report.

Corporate Social Responsibility (CSR)

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 SocialResponsibility (CSR) Committee. The details of the Committee are mentioned in theCorporate Governance Report forming part of this Report. The CSR Policy of the Company isavailable on the website of the Company.

The Report on CSR activities is given in "Annexure C" forming part ofthis Report which was approved by the Committee on April 30 2018.

Related Party Transactions

The Board of Directors of the Company has on the recommendation of the AuditCommittee adopted a Related Party Transactions Policy for identifying reviewing andapproving transactions between the Company and Related Parties in compliance with theapplicable provisions of the Listing Regulations the Act and Rules thereunder.

All related party transactions entered into by the Company during the year were in itsordinary course of business and on an arm's length basis. There was no materiallysignificant related party transaction made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large. All Related Party Transactions were approved by theAudit Committee and also approved by the Board as a good Corporate Governance.

A statement of all related party transactions is presented before the Audit Committeeon a quarterly basis and prior/ omnibus approval is also obtained for the entire yearspecifying the nature value and terms and conditions of the transactions.

None of the transactions with the related parties fall under the scope of Section 188(1) of the Act. The details of related party transactions pursuant to Section 134(h) ofthe Act read with Rule 8 of the Companies (Accounts) Rules 2014 are given in Form No. AOC2 in "Annexure - D" forming part of this Report.

Internal Financial Controls

A detailed note on Internal Financial Controls system and its adequacy has been givenin Management Discussion and Analysis Report forming part of this Report. The Company hasdesigned and implemented a process driven framework for internal financial controls withinthe meaning of explanation to section 134(5)(e) of the Act. For FY18 the Board is of theopinion that the Company has sound Internal Financial controls commensurate with thenature

and size of its business operations wherein controls are in place and operatingeffectively.

Statutory Committees

Details of the Committees of the Board viz Audit Committee Nomination &Remuneration Committee Corporate Social Responsibility Committee and StakeholdersRelationship Committee constituted in compliance of the provisions of the Act and ListingRegulations are provided in the Corporate Governance Report forming part of this Report.

Statutory Policies

In compliance of the various provisions of the Act and Listing Regulations the Companyhas following policies:

• NUT Code of Conduct to Regulate Monitor and Report Trading by Insiders

• Policy on Materiality of and dealing with Related Party Transactions

• Policy for Determining Material Subsidiaries of the Company

• Policy on Determination of Material/ Price Sensitive Information

• Corporate Social Responsibility Policy

• Whistle Blower Policy

• Nomination and Remuneration Policy

• Archival Policy

The Company has a Policy on "Prevention of Sexual Harassment of Women atWorkplace" and matters connected therewith or incidental thereto covering all theaspects as contained under the "The Sexual Harassment of Women at Workplace(Prohibition Prevention and Redressal) Act 2013". Detail of Internal ComplaintCommittee (ICC) is provided in Corporate Governance Report forming part of this report.There was no complaint reported during the year. Nomination and Remuneration Policy TheBoard has on the recommendation of the Nomination & Remuneration Committee framedthe Nomination and Remuneration Policy as stated in the Corporate Governance Report.

Vigil Mechanism

Pursuant to the provisions of section 177(9) & (10) of the Act and Regulation 22 ofListing Regulations the Company has established a Vigil Mechanism for directors andemployees to report genuine concerns as stated in the Corporate Governance Report.

Information relating to Conservation of Energy Technology Absorption Research andDevelopment Exports Foreign Exchange Earnings and Outgo

a) Conservation of energy

Although the operations of the Company are not energy intensive the management hasbeen highly conscious of the criticality of conservation of energy at all the operationallevels and efforts are made in this direction

on a continuous basis. Adequate measures have been taken to reduce energy consumptionwhenever possible by using energy efficient equipment. The requirement of disclosure ofparticulars with respect to conservation of energy as prescribed in Section 134(3)(m) ofthe Act read with the Companies (Accounts) Rules 2014 is not applicable to the Companyand hence not provided.

b) Technology absorption

Your Company believes that in addition to progressive thought it is imperative toinvest in research and development to ascertain future exposure and prepare forchallenges. In its endeavor to obtain and deliver the best your Company has entered intoalliances / tie-ups with major global players in the Information Technology industry toharness and tap the latest and the best of technology in its field upgrade itself in linewith the latest technology in the world and deploy /absorb technology wherever feasiblerelevant and appropriate.

c) Research and development

The Company believes that technological obsolescence is a reality. Only progressiveresearch and development will help us to measure up to future challenges andopportunities. We invest in and encourage continuous innovation. During the year underreview expenditure on research and development is not significant in relation to thenature and size of operations of your Company.

d) Foreign exchange earnings and outgo

(i) Activities relating to exports initiatives taken to increase exports developmentof new export markets for products and services and export plans.

The Company exports customized learning content to its overseas clients to meet theirvarying learning needs. The Company develops content in a range of subjects for widelyvaried audience. The Company will continue to strengthen its presence in USA EuropeChina Africa South East Asia etc. with a view to increase exports.

(ii) Total foreign exchange earned and used

The foreign exchange earned in terms of actual inflows during the year and the foreignexchange outgo during the year in terms of actual outflows is as under:

(Rs. Million)

Particulars FY 2017-18 FY 2016-17
Foreign Exchange Earnings 1927.61 1652.54
Foreign Exchange Outflow 330.80 212.25

Particulars of Loans Guarantees or Investments

Details of Loans Guarantees or Investments covered under the provisions of Section 186of the Act are given in the Notes to the Financial Statement.

Extract of Annual Return

An extract of the Annual Return of the Company in form MGT-9 pursuant to theprovisions of Section 92(3) of the Act is annexed herewith as "Annexure E"forming part of the Report.

General

Your Directors state that no disclosure or reporting is required in respect of thefollowing matters as there were no transactions on these items during the year underreview:

• Issue of equity shares with differential rights as to dividend voting orotherwise.

• Issue of shares (including sweat equity shares) to employees of the Companyunder any scheme save and except Employees' Stock Options Plan referred to in this Report.

• Any scheme of provision of money for the purchase of its own shares by employeesor by trustees for the benefit of employees.

• Payment of remuneration or commission to Managing Director/Joint ManagingDirector from any subsidiaries.

• Significant or material orders passed by the Regulators or Courts or Tribunalswhich impact the going concern status of the Company and it's operations in future.

Public Deposits

In terms of the provisions of Section 73 to 76 of the Act read with the relevant rulesmade thereunder your Company has not accepted any deposits from the public.

Scheme of Arrangement

The Board of Directors had at its meeting held on March 24 2017 approved a Scheme ofAmalgamation for merger of PIPL Management Consultancy and Investment Private Limited andGlobal Consultancy and Investment Private Limited (part of Promoter/Promoter Group) withthe Company subject to approval of National Company Law Tribunal (NCLT) in accordance withthe provisions of Sections 230-232 and any other applicable provisions if any of the Actand other regulatory approvals. The approval of NCLT is yet to be received.

Particulars of Employees

The statement containing the names and other particulars of employees in accordancewith the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 (as amended)is annexed herewith as "Annexure F" forming part to this Report.

Human Resources

NIITians are the key resource for your Company. Your Company continued to have afavourable work environment that encourages innovation and meritocracy at all levels. Adetailed note on human resources is given in Management Discussion & Analysis Report.Employee relations remained cordial at all the locations of the Company.

Employee Stock Options

The Company had established Employee Stock Option Scheme-2005 (ESOP 2005) with theobjective of attracting and motivating employees by rewarding performance and retainingthe best talent. The aim is to develop a sense of ownership among the employees within theorganization and to align your Company's stock option scheme with the best practice in theindustry. The Nomination and Remuneration Committee has granted 1180000 Employee StockOptions (Grant #XVIII) at Rs. 92.55 per option/share in June 2017 280000 Employee StockOptions (Grant #XIX) at Rs. 88.85 per option/share in July 2017 and 420000 Employee StockOptions (Grant #XX) at Rs. 108.10 per option/share in October 2017 to the eligibleemployees under ESOP-2005.

The grant wise details of the Employee Stock Option Scheme is partially provided in theNotes to Accounts of the Financial Statement in Annual Report and a comprehensive note onthe same forms part of the Board Report which is available on the website of the Companyand the URL for the same is www.niit.com or may beobtained from the Company and is open for inspection at the Registered Office of theCompany.

Acknowledgement

The Directors wish to thank the Company's customers business partners vendorsbankers & financial institutions all government & non-governmental agencies andother business associates for their continued support. The Directors would like to takethis opportunity to place on record its appreciation for the committed services andcontributions made by employees of the Company during the year at all levels. In additionthe Directors also thank Government of other countries where we have our operations. TheDirectors also acknowledge and appreciate the support and confidence of the Company'sshareholders and remain committed to enabling the Company achieve its growth objectivesin the coming years.

For and on behalf of the Board

Rajendra S Pawar
Place : Gurugram Chairman
Date : May 16 2018 DIN: 00042516

FORM NO. AOOl ANNEXURE-A

Statement containing the salient features of the financial statements of subsidiariesand associates

[Pursuant to first proviso to Sub-section (3) of Section 129 of the Companies Act 2013 read with Rule 5 of the Companies (Accounts) Rules 2014]

A. Subsidiaries (Amount in Rs. Million except % of share holding)

s.

No.

Name of the Subsidiary Company Currency * Exchange Rate Year ended cLTd Reserves [Refer Note 2 below] Total Assets Total

Liabilities

Details of Investment

of Investment in Subsidiary]

Turnover [ Refer Note 3 below] Profit/

[Loss]

Before

Taxation

Provision for Tax/ Deferred tax charge/ (credit) Profit/ [loss] after Taxation Dividend

Proposer

/ Paid

%of

holding

1 Mindchcimpion Learning Systems Limited INR 1 INR = 1 INR March 312018 690.64 (644.61) 680.44 634.41 592.67 (47.29) 0.08 (47.37) 100
2 NIIT Institute of Finance Banking and Insurance Training Limited INR 1 INR = 1 INR March 312018 101.13 29.95 165.76 34.68 152.49 30.13 8.01 22.13 80.72
3 NIIT (USA) Inc. USA USD 1 USD = 65.1366 INR March 312018 530.71 284.22 2159.83 1344.90 2908.97 41.69 14.81 26.88 100
4 PT NIIT Indonesia Indonesia IDR 1 IDR = 0.0047 INR March 312018 7.56 (7.56) 100
5 NIIT Antilles N\( Netherlands Antilles USD 1 USD = 65.1366 INR March 312018 5.76 (70.05) (70.05) 100
6 NIIT Malaysia Scln Bhcl Malaysia MYR 1 MYR = 16.8553 INR March 312018 71.10 23.38 143.10 48.62 24.08 1 7.97 0.38 17.59 100
7 NIIT GC Limited Mauritius USD 1 USD = 65.1366 INR March 312018 118.70 (104.58) 31.22 1 7.10 (2.75) (2.75) 100
8 NIIT China (Shanghai) Limited Shanghai CNY 1 CNY = 10.3799 INR March 312018 30.59 (68.00) 393.34 430.75 359.78 68.29 (16.00) 84.29 100
9 NIIT Wuxi Sen'ice Outsourcing Training School CNY 1 CNY = 10.3799 INR March 31201 8 0.24 0.24 60
10 NIIT Limited U.K. GBP 1 GBP = 91.2655 INR March 31201 8 12.65 3.32 1300.68 1284.71 1331.68 11.53 4.82 6.71 100
11 NIIT Institute of Process Excellence Limited INR 1 INR = 1 INR March 31201 8 220.00 20.36 261.73 21.37 136.19 27.65 3.34 24.31 75
12 Chongqing NIIT Education Consulting Limited CNY 1 CNY = 10.3799 INR March 31201 8 5.39 0.23 8.00 2.38 5.16 3.32 3.32 60
13 Wuxi NIIT Information Technology Consulting Limited CNY 1 CNY = 10.3799 INR March 31201 8 60
14 Changzhou NIIT Information Technology Consulting Limited CNY 1 CNY = 10.3799 INR March 31201 8 23.75 (0.79) 0.90 (1.69) 60
15 Su Zhou NIIT Information Technology Consulting Limited CNY 1 CNY = 10.3799 INR March 31201 8 78.58 9.73 1.11 8.62 60
16 NIITYuva Jyoti Limited INR 1 INR = 1 INR March 31201 8 51 1.32 (505.11) 184.79 1 78.58 103.44 (104.13) (104.13) 100
17 NIIT West Africa Limited NGN 1 NGN = 0.1812 INR March 31201 8 3.32 8.38 23.06 11.36 15.82 63.01 6.17 56.84 100
18 Qingdao NIIT Information Technology Company Limited CNY 1 CNY = 10.3799 INR March 31201 8 (1.04) 0.07 (1.11) 100
19 Chongqing An Dcio Education Consulting Limited CNY 1 CNY = 10.3799 INR March 31201 8 4.38 (2.43) 53.18 51.23 71.20 (0.26) (1.69) 1.43 65
20 Zhangjiagang NIIT Information Sen'ices Limited CNY 1 CNY = 10.3799 INR March 31201 8 4.31 (3.81) 0.59 0.09 (13.70) (0.93) (12.77) 60
21 Chengmcii NIIT Information Technology Company Limited CNY 1 CNY = 10.3799 INR March 31201 8 4.39 0.24 5.55 0.92 12.22 (0.53) 0.30 (0.83) 100
22 Dcrfeng NIIT information technology Co. Limited CNY 1 CNY = 10.3799 INR March 31201 8 (0.01) (0.01) 60
23 NIIT Ireland Limited EURO 1 EUR = 80.2777 INR March 31201 8 10.97 51.41 505.07 442.69 427.50 32.17 4.54 27.63 100
24 Guizhou NIIT information technology consulting Co. Limited CNY 1 CNY = 10.3799 INR March 312018 30.80 (0.21) 41.33 10.74 48.49 3.15 0.37 2.78 100
25 NIIT Learning Solutions Canada Limited CAD 1 CAD = 50.5082 INR March 312018 0.01 (57.86) 173.22 231.07 50.69 (42.98) (42.98) 100
26 NIIT (Guizhou) Education Technology Co. Limited CNY 1 CNY = 10.3799 INR March 312018 109.73 171.78 62.05 126.37 103.15 31.08 72.07 100
27 Ningxici NIIT Education Technology Co Ltd CNY 1 CNY = 10.3799 INR March 312018 (6.39) 0.35 6.74 (6.13) (0.04) (6.09) 100
28 Eagle International Institute Inc. USA USD 1 USD = 65.1366 INR March 312018 10.87 32.66 168.95 125.42 176.17 7.92 4.23 3.69 100
29 Eagle Training Spain S.L.U USD 1 USD = 65.1366 INR March 312018 0.23 8.22 11.11 2.66 11.05 0.81 0.81 100

* Local currency of the respective entity in which financials are made.

Notes: 1. Amount in foreign currency in the Financial Statements of the subsidiariesmentioned above have been converted in Indian Rupee equivalent as per the generallyaccepted accounting principles in India.

2. Resen/es include Currency Translation Reserve.

3. Turnover does not include Other Income.

4. Refer Note No. 31 of standalone finanacial statement for detail of subsidiariesacquired/ liquidated/ sold during the year.

Statement containing the salient features of the financial statements of subsidiariesand associates

[Pursuant to first proviso to Sub-section (3) of Section 129 of the Companies Act 2013 read with Rule 5 of the Companies (Accounts) Rules 2014]

Part B - Associates

S. No. Name of Associates Latest Audited Balance Sheet Date

Shares of associate held by the Company on the year end

Description of how there is significant influence Reason why the associate is not consolidated Net worth attributable to shareholding as per latest audited Balance Sheet

Profit / (Loss) for the year

No. of shares Amount of Investment in Associates (Rs. Million) Extent of Holding % (Rs. Million) Considered in consolidation (Rs. Million) Not considered in consolidation
1 NIIT Technologies Limited March 312018 14493480 5186.90 23.58% NIIT Limited holds more than 20% N.A. 4183.18 660.87 N.A.

 

Rajendra S Pawar Vijay K Thadani
Chairman Vice-Chairman & Managing Director
DIN-00042516 DIN - 00042527
Place: Gurugram Amit Roy Deepak Bansal
Date: May 16 201 8 Chief Financial Officer Company Secretary