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NIIT Ltd.

BSE: 500304 Sector: Services
NSE: NIITLTD ISIN Code: INE161A01038
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OPEN 90.00
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VOLUME 77884
52-Week high 125.00
52-Week low 83.50
P/E 87.52
Mkt Cap.(Rs cr) 1,504
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 90.00
CLOSE 89.85
VOLUME 77884
52-Week high 125.00
52-Week low 83.50
P/E 87.52
Mkt Cap.(Rs cr) 1,504
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

NIIT Ltd. (NIITLTD) - Director Report

Company director report

Dear NIIT Shareowner

Your Directors take pleasure in presenting the 34th Annual Report along withthe Audited Financial Statement for the financial year ended March 31 2017.

Financial Highlights

The highlights of your Company's financial results for the financial year("FY") April 1 2016 to March 31 2017 are as follows:

(Rs. Mn.)

Consolidated Standalone
Particulars
FY 2016-17 FY 2015-16 FY 2016-17 FY 2015-16
Net Sales (Income from operations) 11877 10069 3663 3815
Other Income 125 76 435 404
Total Income 12001 10145 4088 4219
Total Expenditure 11457 9595 3932 3952
Profit before Depreciation and Taxes 544 550 156 267
Depreciation and Amortization 469 492 240 282
Exceptional Items (Net) 16 16 39 22
Net Tax Provision 42 37 6 6
Net Profit/ (Loss) before share of Associates' Profit & Minority Interest 49 37 (51) 1
Share of Associates' Profit and Minority Interest 603 635 - -
Net Profit/(Loss) 651 672 (51) 1
Basic EPS (Rs.) 3.93 4.07 (0.31) 0.01
Diluted EPS (Rs.) 3.89 4.01 (0.31) 0.01

During the year your Company's consolidated total income was Rs.12001 million asagainst Rs.10145 million in the previous year and net profit (after share of associates'profit and minority interest) was Rs. 651 million as against Rs. 672 million in theprevious year. The Company's total income for the year under review on a standalone basiswas Rs. 4088 million as compared to Rs. 4219 million in the previous year and net lossof Rs. 51 million as compared to net profit of Rs. 1 million in the previous year.

Business Operations

Your Company continues to see a strong momentum in the Corporate Learning business.During the year the Corporate Learning Group (CLG) achieved a growth of 35%. Excludingadditional revenue from its strategic sourcing business CLG witnessed strong growth of18% in constant currency terms and adjusted EBITDA margin of 11%. Growth was driven by theincreased demand for Managed Training Services (MTS) as global companies continued to movetowards greater outsourcing of training. Revenue contribution from MTS to CLG revenueincreased to 95% as compared to 90% in FY16. CLG added 4 new MTS customers during FY17taking the number of global MTS customers to 34. CLG contributed 65% to the totalconsolidated revenue of NIIT.

Your Company had successfully turned around the Skills and Careers business in FY16 andexpected to accelerate growth and margin improvement during FY17 driven by the DigitalRenewal initiatives including DigiNxt and StackRoute. While these initiatives performedbetter than expected a sharp decline in hiring by the IT Industry led to a sharperdecline in old IT skills portfolio. The temporary impact of demonetization impacted growthduring the year. Despite this the SNC business achieved 74% improvement in EBITDA ona small base. This could be achieved due to improvement in business mix towards higherrealization courses and a strong focus on cost optimization. Also the business achievedrobust growth in revenue from International markets and in B2B offerings in India.Overall the revenue achieved by the Skills & Careers business declined 3%year-on-year versus a growth of 1% in FY16. The business had a positive 3% EBITDA marginas compared to 2% EBITDA margin in FY16 an improvement of 123 basis points. The Skills& Careers business contributed 27% to NIIT's consolidated revenue. In the SchoolLearning Business the Company continued its transformation and stayed away fromcapex-driven business models. While this continued to impact revenue it helped improveits liquidity and capital efficiency. The focus for the School Learning Group (SLG) ongrowing the asset-light IP-driven product offerings helped the go forward business grow29% during the year which helped improve overall margins for schools business by 143% inFY17.

For the year revenue from SLG declined 8% year-on-year due to the planed phasing outoff the government school business. The business had 5% EBITDA margin for the year versus2% in FY16 an improvement of 338 basis points. SLG contributed 8% to NIIT's revenues forFY17. On an overall basis NIIT achieved revenues of Rs. 11877 million a growthof 18% as compared to the previous Financial Year. The strong growth in Corporate Learningand turn around in Skills and Careers Business helped to overcome planned ramp down ofrevenue from government schools. EBITDA was Rs. 760 million as compared to Rs. 712 millionlast year.

Future Plans

The Company continues to focus on an asset light technology intensive and IP drivenbusiness opportunities. In the Corporate Learning Business the trend of outsourcing tospecialist training companies is expected to accelerate with increase in both number ofcompanies deciding outsourcing and as well as scope of services that they outsource. YourCompany has recently signed a large contract in Canada with Real Estate Council of Ontario(RECO). RECO has selected the Company as the Exclusive Designate to redesign deliver andmaintain its flagship real estate education programs for professionals in the province ofOntario for a period of 5 years. Your Company continues to see large opportunities and isproactively investing in new capabilities to address these. The Company has started thecurrent financial year with strong pipeline of MTS opportunities. In the Skills andCareers Business softness in hiring of IT graduates by the industry is expected tocontinue in the short term. However the increasing trend of digitization acrossindustries and disruption of traditional industries by start-ups is driving demand forDigital skills. NIIT program for Digital transformation of its portfolio of courses toalign with increasing demand of such courses is ramping up and beginning to make up fordecline in demand for old IT portfolio. In addition in the medium to long term yourCompany plans to transform training delivery from brick and mortar centers to amultimodal multi-channel delivery modal involving a greater proportion of deliveryonline. Training.com is NIIT's new initiative launched in FY17 which will evolve into a360 degree multi-modal learning portal.

NIIT will continue to defocus capex driven business and exit capital intensivegovernment schools business. The Company sees a large opportunity in the K-12 market andplans to leverage existing operations in the schools to offer comprehensive managedservices to schools as well as offer products and services to students outside schoolthrough digital channels.

Dividend

Your Directors have not recommended any dividend for the year under review.

Transfer to Reserves

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

Directors

As per the provisions of Section 152(6) of the Companies Act 2013 Mr. Vijay K Thadaniwill retire by rotation in the ensuing Annual General Meeting and being eligible hasoffered himself for re-appointment as a Director.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of Independence as prescribed under Section 149(6) of theCompanies Act 2013 (the Act) and Regulation 25 of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 (Listing Regulation).

Meetings of the Board

During the year seven (7) 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 Annual Report.

Subsidiary Companies

Pursuant to provisions of Section 129 (3) of the Act a report on the performance andfinancial position of each of the Company's subsidiaries associates and joint venturecompanies is provided in the prescribed Form AOC-1 at "Annexure A" forming partof this Report. The Annual Financial Statements of the subsidiaries will be made availableto the Members of the Company/ Subsidiary Companies seeking such information at any pointof time. The Annual Financial Statements of the subsidiaries are also available forinspection for any Member on all working days (i.e. except Saturdays Sundays andholidays) between 10:00 a.m. to 1:00 p.m. at the Registered Office of the Company andsubsidiary companies and the same can be accessed from the website of the Company i.e.www.niit.com.

Consolidated Financial Statement

In compliance with Regulation 33 of the Listing Regulations and Section 129(3) of theAct read with the relevant rules made thereunder the Consolidated Financial Statement areprepared in accordance with the Accounting Standard (AS) - 21 on Consolidated FinancialStatements AS-23 on Accounting for Investments in Associates and AS-27 on FinancialReporting of Interests in Joint Ventures. The Consolidated Financial Statements togetherwith Auditors' Report thereon form part of the Annual Report. Pursuant to provisions ofSection 136 of the Act the audited financial Statement of the Company (standalone andconsolidated) alongwith relevant documents are available on the website of the Company.The same are also available for inspection at the registered office of the Company.

Material changes and commitments if any affecting the financial position of theCompany No material change and commitments affecting the financial position of the Companyhave occurred between the end of the financial year of the Company i.e. March 31 2017and the date of the Board's Report i.e. May 17 2017.

Directors' Responsibility Statement

Pursuant to the provisions of Section 134(3)(c) read with 134(5) of the Act theDirectors of your Company hereby state and confirm: a) that in the preparation of theAnnual Accounts the applicable Accounting Standards were followed along with properexplanation relating to material departures; b) that the directors had selected suchAccounting Policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe company at the end of the financial year and of the profit and loss of the Company forthat period; c) that the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities; d) that the directors had prepared the Annual Accounts on a goingconcern basis; e) that the directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and f) that the directors had devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems were adequateand operating effectively.

Auditors

Pursuant to the provisions of sections 139 and other applicable provisions of the Actand the Companies (Audit and Auditors) Rules 2014 Price Waterhouse CharteredAccountants (FRN301112E) ("PWC") were appointed by the Members as StatutoryAuditors of the Company for three years from the conclusion of 31st AnnualGeneral Meeting till the conclusion of 34th Annual General Meeting of theCompany subject to ratification of the appointment at every Annual General Meeting as PWChas already served for more than 10 years before the notification of the Companies Act2013 and applicable Rules therein. The term of Price Waterhouse Chartered Accountants asStatutory Auditors shall expire at the conclusion of this 34th Annual GeneralMeeting of the Company. The Board of Directors based on the evaluation criteria as wellas the eligibility & consent letter has recommended the appointment of M/s S RBatliboi & Associates LLP Chartered Accountants Gurgaon (FRN 101049W/ E300004) asStatutory Auditor of the Company for a period of five (5) years from the conclusion ofensuing 34th Annual General Meeting till the conclusion of 39thAnnual General Meeting. Further this appointment shall be subject to ratification at eachAnnual General Meeting held after 34th Annual General Meeting.

Auditors' Report

The Auditors' Report to the Shareholders does not contain any qualificationreservation or adverse remarks. The notes on financial Statement referred to in theAuditors' Report are self-explanatory and do not require any further comments.

During the year under review the Auditors had not reported any matter under Section143(12) of the Act. Hence no detail is required to be disclosed under Section 134(3)(ca)of the said Act.

Secretarial Auditors

Pursuant to provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed M/s NityanandSingh & Co. Company Secretaries New Delhi as Secretarial Auditors to conductsecretarial audit of the Company for the financial year 2016-17. The Secretarial AuditReport is annexed herewith as "Annexure- B". The Secretarial Audit Report doesnot contain any qualification reservation or adverse remark.

Cost Auditors

In terms of Section 148 of the Act read with Companies (Cost Records and Audit) Rules2014 the Company has appointed M/s Ramanath Iyer and Co. Cost Accountants New Delhi asCost Auditors of the Company to carry out the cost audit for the financial year 2016-17.The ratification of remuneration payable to Cost Auditors is being sought from the Membersof the Company at the ensuing AGM.

Corporate Governance Report

Your Company has complied with all the mandatory requirements relating to CorporateGovernance as stipulated in Para C of Schedule V of Listing Regulation. CorporateGovernance Report is given as a separate section and forms a part of this Report. TheCertificate from the Practicing Company Secretary confirming the compliance to theconditions of the Corporate Governance stipulated in Para E of Schedule V of ListingRegulations is annexed to the Corporate Governance Report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report as prescribed under Regulation 34(2)(e) readwith Para B of Schedule V of the Listing Regulation is provided as a separate section andforms a part of this Report.

Related Party Transactions

All related party transactions entered into by the Company during the year are in theordinary course of business and on an arm's length basis. There is 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.

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 Regulation the Act and Rules thereunder.Accordingly the disclosure of related party transactions as required under Section134(3)(h) read with Section 188 of the Act in Form AOC 2 is annexed here with as"Annexure D". All Related Party Transactions are approved by the Audit Committeeand are also approved by the Board as a good Corporate Governance.

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.

Adequacy of 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 the year ended March 312017 the Board is of the opinion that the Company has sound Internal Financial controlscommensurate with the nature and size of its business operations wherein controls are inplace and operating effectively and no material weaknesses exist.

Corporate Social Responsibility (CSR)

In compliance with 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 and its meetings arementioned in the Corporate Governance Report forming part of this Report. The CSR Policyof the Company is available on the website of the Company. The Report on CSR activities isgiven in "Annexure C" forming part of this Report which was approved by theCommittee on May 14 2017.

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 Regulation the Companyhas following policies:

• 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

• 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". There was no incident to reportduring the year.

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 measureshave been taken to reduce energy consumption whenever possible by using energy efficientequipment. The requirement of disclosure of particulars with respect to conservation ofenergy as prescribed in Section 134(3)(m) of the Act read with the Companies (Accounts)Rules 2014 is not applicable to the Company and hence not provided. b) Technologyabsorption

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 development of newexport 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 details of foreign exchange earnings and outgo are mentioned in Notes Nos. 33 to 34contained in the Notes forming part of the Financial Statement (standalone) for thefinancial year ended March 31 2017.

Extract of Annual Return

An extract of the Annual Return in form MGT-9 pursuant to the provisions of Section92(3) of the Act is annexed herewith as "Annexure E" and forms part of theReport.

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.

Share Capital

During the year the Company has allotted 248653 equity shares on the exercise ofstock options under the NIIT Employee Stock Option Scheme - 2005.

The Company did not issue any equity shares with differential voting rights or sweatequity shares under the Companies (Share Capital and Debentures) Rules 2014.

Key Managerial Personnel

As on March 31 2017 following officials were the ‘Key Managerial Personnel' ofthe Company under the Act:

Mr. Vijay K Thadani – Vice Chairman & Managing Director

Mr. P Rajendran – Joint Managing Director

Mr. Rahul Keshav Patwardhan – Chief Executive Officer

Mr. Amit Roy – Chief Financial Officer

Mr. Deepak Bansal – Company Secretary During the year under review:

- Ms. Arpita B Malhotra resigned as Company Secretary of the Company w.e.f. close ofbusiness hours on July 25 2016 and Mr. Deepak Bansal was appointed as the CompanySecretary of the Company w.e.f. July 26 2016.

- Mr. Rohit Kumar Gupta resigned as Chief Financial Officer of the Company w.e.f. closeof the business hours on February 28 2017 and Mr. Amit Roy was appointed as the ChiefFinancial Officer of the Company w.e.f. March 1 2017.

After the end of the financial year 2016-17 Chief Executive Officer of the CompanyMr. Rahul Keshav Patwardhan had tendered his resignation on April 7 2017 due tocompelling family reasons and requested to be relieved from the close of business hours ofJuly 31 2017. Further the Board of Directors had approved the appointment of Mr. SapneshLalla as Chief Executive Officer Designate of the Company from April 7 2017and as ChiefExecutive Officer of the Company with effect from August 1 2017.

Scheme of Arrangement

During the year under review the Board of Directors had at its meeting held on March24 2017 approved a Scheme of Amalgamation for merger of PIPL Management Consultancy andInvestment Private Limited and Global Consultancy and Investment Private Limited (part ofPromoter/Promoter Group) with the Company subject to approval of National Company LawTribunal in accordance with the provisions of Sections 230-232 and any other applicableprovisions if any of the Act and other regulatory approvals.

Board Evaluation

Pursuant to the provisions of the Act and SEBI (Listing Obligation and DisclosureRequirements Regulation) the Board has carried out the annual performance evaluation ofits own performance the Directors individually (including Chairman of the Board) as wellas the evaluation of the working of its Audit Committee Nomination and RemunerationCommittee Corporate Social Responsibility Committee and Stakeholders' RelationshipCommittee. A structured evaluation form was administered after taking into considerationinputs received from the Directors covering various aspects of the Board's functioningsuch as adequacy of the composition of the Board and its Committees Board EffectivenessKey Stakeholders connect Ethics and Compliances Evaluation of Company's PerformanceProject Management and Internal Control and Audits. A separate exercise was carried out toevaluate the performance of individual Directors including the Chairperson of the Boardwho were evaluated on parameters such as level of engagement and contribution effectiveparticipation in Board / Committee Meetings independence of judgment safeguarding theinterest of the Company and its minority shareholders providing expert advice to Boardand contributing in deliberations while approving related party transactions.

Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committeeframed the Nomination and Remuneration Policy as stated in the Corporate GovernanceReport.

Vigil Mechanism / Whistle Blower Policy

Pursuant to the provisions of section 177(9) & (10) of the Act and Regulation 22 ofSEBI (Listing Obligation and Disclosure Requirements) Regulation a Vigil Mechanism forDirectors and employees to report genuine concerns has been established by the Company asstated in the Corporate Governance Report.

Particulars of Employees

The table containing the names and other particulars of employees in accordance withthe provisions of Section 197(12) of the Act read with Rule 5(1) and (2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed as

"Annexure F" to this Report.

Details of significant and material orders passed by the regulators courts tribunals

During the year under review no significant or material order was passed by theRegulators or Courts or Tribunals impacting the going concern status and Company'soperations in future.

Human Resources and Employee Stock Option Scheme

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.

Issue of Employee Stock Options

The Company had established Employee Stock Option Scheme – 2005 (ESOP 2005) withthe objective of attracting and motivating employees by rewarding performance andretaining the best talent. The aim is to develop a sense of ownership among the employeeswithin the organization and to align your Company's stock option scheme with the bestpractice in the industry. The Nomination and Remuneration Committee has granted 320000Employee Stock Options (Grant #XVI) at Rs. 83.30 per option/share in June 2016 and 140000Employee Stock Options (Grant #XVII) at Rs. 73.60 per option/share in February 2017to the eligible employees under ESOP-2005.

Disclosure with respect to the Employee Stock Option Scheme pursuant to Rule 12(9) ofCompanies (Share Capital and Debentures) Rules 2014 and Securities and Exchange Board ofIndia (Share Based Employee Benefits) Regulations 2014 is annexed herewith as"Annexure G" and forms part of the Report.

Acknowledgement

The Board of Directors would like to take this opportunity to place on record itsappreciation for the committed services and contributions made by employees of the Companyduring the year at all levels. In addition the Directors wish to thank the Company'scustomers business partners vendors bankers & financial institutions allgovernment & non-governmental agencies and other business associates for theircontinued support. We also thank Government of other countries where we have ouroperations. The Directors also acknowledge and appreciate the support and confidence ofthe Company's shareholders and remain committed to enabling the Company achieve itsgrowth objectives in the coming years.

For and on behalf of the Board
Rajendra S Pawar
Place : Gurugram Chairman
Date : May 17 2017 DIN: 00042516

STATEMENT CONTAINING THE SALIENT FEATURES OF THE FINANCIAL STATEMENT OF SUBSIDIARIES& ASSOCIATES ANNEXURE- ‘A'

[Pursuant to first proviso to Sub-section (3) of Section 129 of the Companies Act2013 read with Rule 5 of the Companies (Accounts) Rules 2014 – AOC-1] PART A -SUBSIDIARIES

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

Name of the Subsidiary Company Currency * Exchange Rate Financial Year ended Share Capital Reserves [Refer Note 2 below] Total Assets Total Liabilities Details of Investment (Except in case 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 Proposed / Paid % of Share holding
1 Mindchampion Learning Systems Limited (Formerly Known as Hole-in-the-Wall Education Limited) INR 1 INR = 1 INR March 31 2017 190.64 (539.29) 970.11 1318.76 - 981.49 53.33 - 53.33 - 100
2 NIIT Institute of Finance Banking and Insurance Training Limited INR 1 INR = 1 INR March 31 2017 101.13 13.67 138.43 23.63 - 157.77 54.36 6.97 47.39 - 80.72
3 NIIT Institute of Process Excellence Limited INR 1 INR = 1 INR March 31 2017 220.00 (2.58) 244.05 26.63 - 195.87 48.08 4.93 43.15 - 75
4 NIIT Yuva Jyoti Limited INR 1 INR = 1 INR March 31 2017 231.32 (402.15) 211.56 382.39 - 108.39 (41.57) - (41.57) - 100
5 NIIT (USA) Inc. USA USD 1 USD = 64.8589 INR March 31 2017 530.71 258.37 1794.96 1005.88 - 3374.03 33.73 (31.80) 65.53 - 100
6 NIIT Antilles NV Netherlands Antilles USD 1 USD = 64.8589 INR March 31 2017 2044.72 (1766.52) 311.58 33.38 - 83.50 (2.59) - (2.59) - 100
7 NIIT GC Limited Mauritius USD 1 USD = 64.8589 INR March 31 2017 118.70 (101.75) 31.24 14.29 - - (2.56) 6.79 (9.35) - 100
8 NIIT Limited U.K. GBP 1 GBP = 81.2948 INR March 31 2017 12.65 (0.55) 1370.41 1358.31 - 3305.23 4.97 8.17 (3.20) - 100
9 PT NIIT Indonesia Indonesia IDR 1 IDR = 0.0049 INR March 31 2017 7.56 (7.56) - - - - - - - - 100
10 NIIT Malaysia Sdn Bhd Malaysia MYR 1 MYR = 14.6504 INR March 31 2017 71.10 (5.49) 94.23 28.62 - 82.88 22.14 0.73 21.41 - 100
11 NIIT West Africa Limited NGN 1 NGN = 0.2049 INR March 31 2017 3.32 (40.33) 59.88 96.89 - 37.13 (25.83) (0.03) (25.80) - 100
12 NIIT Ireland Limited EURO 1 EUR = 69.3840 INR March 31 2017 10.97 18.99 275.00 245.04 - 397.10 29.17 3.40 25.77 - 100
13 NIIT Learning Solutions Canada Limited CAD 1 CAD = 48.6925 INR March 31 2017 0.01 (13.63) 50.21 63.83 - 90.33 (14.23) - (14.23) - 100
14 NIIT China (Shanghai) Limited Shanghai CNY 1 CNY = 9.4153 INR March 31 2017 30.59 40.26 298.57 227.72 - 445.25 74.90 27.43 47.47 - 100
15 NIIT Wuxi Service Outsourcing Training School CNY 1 CNY = 9.4153 INR March 31 2017 4.50 17.25 39.87 18.12 - 95.20 (32.47) (1.54) (30.93) - 60
16 Chongqing NIIT Education Consulting Limited CNY 1 CNY = 9.4153 INR March 31 2017 5.39 (1.57) 11.85 8.03 - 55.89 12.56 - 12.56 - 60
17 Wuxi NIIT Information Technology Consulting Limited CNY 1 CNY = 9.4153 INR March 31 2017 5.73 1.12 6.87 0.02 - 0.02 (0.01) - (0.01) - 60
18 Changzhou NIIT Information Technology Consulting Limited CNY 1 CNY = 9.4153 INR March 31 2017 3.43 8.70 17.46 5.33 - 28.54 0.06 (0.37) 0.43 - 60
19 Su Zhou NIIT Information Technology Consulting Limited CNY 1 CNY = 9.4153 INR March 31 2017 3.44 22.67 33.60 7.49 - 60.45 8.08 3.37 4.71 - 60
20 Qingdao NIIT Information Technology Company Limited CNY 1 CNY = 9.4153 INR March 31 2017 13.13 (15.12) 2.78 4.77 - - (1.85) (0.11) (1.74) - 100
21 Chongqing An Dao Education Consulting Limited CNY 1 CNY = 9.4153 INR March 31 2017 4.38 2.12 29.34 22.84 - 36.76 (0.17) (0.23) 0.06 - 65
22 Zhangjiagang NIIT Information Services Limited CNY 1 CNY = 9.4153 INR March 31 2017 4.31 8.64 17.23 4.28 - 9.84 (0.41) 1.17 (1.58) - 60
23 Chengmai NIIT Information Technology Company Limited CNY 1 CNY = 9.4153 INR March 31 2017 4.39 0.68 6.94 1.87 - 12.26 (2.33) (0.50) (1.83) - 100
24 Dafeng NIIT Information Technology Company Limited CNY 1 CNY = 9.4153 INR March 31 2017 - 0.02 0.02 - - - (1.15) (0.27) (0.88) - 60
25 Guizhou NIIT Information Technology Consulting Company Limited CNY 1 CNY = 9.4153 INR March 31 2017 30.80 (5.91) 73.18 48.29 - 18.78 (2.50) 1.05 (3.55) - 100
26 NIIT (Guizhou) Education Technology Company Limited CNY 1 CNY = 9.4153 INR March 31 2017 - 21.89 29.22 7.33 - 32.08 30.12 7.53 22.59 - 100

* Local currency of the respective entity in which financials are made. Notes: 1.Amount in foreign currency in the Financial Statement of the subsidiaries mentioned abovehave been converted in Indian Rupee equivalent as per the generally accepted accountingprinciples in India. 2. Reserves include Currency Translation Reserve.

3. Turnover does not include Other Income.

PART B - ASSOCIATES

Name of Associates Latest Audited 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 (Rs. Million) Profit / (Loss) for the year
Balance Sheet Date No. of shares Amount of Investment in Associates (Rs. Million) Extent of Holding % Considered in consolidation (Rs. Million) Not considered in consolidation
1 NIIT Technologies Limited March 31 2017 14493480 5186.90 23.62% NIIT Limited holds more than 20% NA 3935.06 623.08 NA

ANNEXURE-D

FORM NO. AOC2

Form for disclosure of particulars of contracts /arrangements entered into by thecompany with related parties referred to in sub-section (1) of section188 of the CompaniesAct 2013 including certain arm's length transactions under third proviso thereto

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

1. Details of contracts or arrangements or transactions not at arm's length basis -Nil

Name(s) of the related party and nature of relationship Nature of contracts / arrangements/ transactions Duration of the contracts/ arrangements/ transactions Salient terms of the contracts or arrangements or transactions including the value if any Justification for entering into such contracts or arrangements or transactions Date(s) of approval by the Board Amount paid as if any Date on which the special resolution advances was passed in general meeting as required under first proviso to section 188
Nil

2. Details of material contracts or arrangement or transactions at arm's length basis.

Name(s) of the related party and nature of relationship Nature of contracts / arrangements/ transactions Duration of the contracts/ arrangements/ transactions Salient terms of the contracts or arrangements or transactions including the value if any Date(s) of approval by the Board Amount paid as advances if any
Nil

 

For and on behalf of the Board
Rajendra S Pawar
Place: Gurugram Chairman
Date: May 17 2017 DIN: 00042516

ANNEXURE-F (a)

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014 i. The percentage increase in remuneration of each Director and KeyManagerial Personnel (KMPs) during the financial year 2016-17 ratio of the remunerationof each Director to the median remuneration of the employees of the Company for thefinancial year 2016-17 are as under:

Remuneration to Whole-time Directors

Sl. No. Name of Director and Designation Remuneration of Director (Rs. in Mn) % increase in Remuneration* Ratio of remuneration of each Director to median remuneration of employees
1. Vijay K Thadani Vice-Chairman and Managing Director 15.56 -0.03 30.90
2. P Rajendran Joint Managing Director 14.49 0.38 28.77

*variation on account of acturial valuation

Remuneration to Independent Directors

Sl. No. Name of Director and Designation Remuneration of Director (Rs. In Mn) % increase in Remuneration Ratio of remuneration of each Director to median remuneration of employees
1. Sanjay Khosla – Non Executive Independent Director 0.24 -45.45 0.48
2. Surendra Singh– Non Executive Independent Director 1.12 21.74 2.22
3. Anand Sudarshan– Non Executive Independent Director 1.04 -7.14 2.06
4. Geeta Mathur – Non Executive Independent Director 1.28 6.67 2.54

The increase/decrease in remuneration paid to Independent Directors is based onfollowing: i) Remuneration includes only sitting fees ii) Sitting Fees paid on the basisof Board/Committee meetings attended by the Director during the year; and iii) Aspermitted under the Companies Act 2013 the sitting fees to attend the Board and AuditCommittee Meeting is Rs.80000 and to attend the Stakeholders' RelationshipCommittee and Nomination and Remuneration Committee meeting is Rs.40000.

Remuneration of other Key Managerial Personnel

Sl. No. Name of Key Managerial Personnel and Designation Remuneration of Key Managerial Personnel (Rs. in Mn) % Increase in Remuneration Ratio of remuneration of each Key Managerial Personnel to median remuneration of employees
1. Rahul Keshav Patwardhan – Chief Executive Officer 47.33 46.62 93.96
2. Rohit Kumar Gupta – Chief Financial Officer (Till February 28 2017) 14.42 -2.76 28.62
3. Deepak Bansal – Company Secretary (w.e.f July 26 2016) 2.23 0 4.42
4 Amit Roy- Chief Financial Officer (w.e.f March 1 2017) 0.36 0 0.71
5 Arpita B Malhotra –Company Secretary (Till July 25 2016) 0.27 0 0.55

*Based on annualized salary i. The median remuneration of employees of the Companyduring the financial year was Rs. 0.50 Mn. ii. In the financial year 2016-17 there was anincrease of 0.02 Mn in the median remuneration of employees; iii. There were 1617 regularemployees on the rolls of Company as on March 31 2017; iv. It is hereby affirmed that theremuneration paid is as per the Remuneration Policy of the Company.

For and on behalf of the Board
Rajendra S Pawar
Place: Gurugram Chairman
Date: May 17 2017 DIN: 00042516

ANNEXURE-F

(b) Information as per Rule 5 (2) of the Companies (Appointment and Remuneration ofManagerial Personal) Rules 2014 and forming part of the Board's Report for the year endedMarch 31 2017

A.Details pf Employee(s) employed throughout the year and in receipt of remunerationnot less than Rs. 10200000 for the year

Name Age (Years) Qualification(s) Experience (Years) Designation Nature of Duties Gross Remuneration (Rs.) Date of Joining Previous Employment Previous Employment Designation
Vijay K Thadani 66 B. Tech. 45 Vice Chairman & Managing Director MD 15563937 2-Dec-81 Keltron Limited Branch Manager
P Rajendran 64 B.E. 43 Joint Managing Director JMD 14492652 1-Sep-82 Keltron Limited Resident Manager
Rahul K Patwardhan 57 BE/BTech (Bache- lor of Engineering) 33 Chief Executive Officer Chief Executive Officer 47331244 6-Oct-14 Kalpavruksh Technologies Deutschland GMBH M.D. Global Man- aged App Services

B. Details of Employee(s) employed for part of the year and in receipt of remunerationnot less than Rs. 8500000 per month

Name Age (Years) Qualification(s) Experience (Years) Designation Nature of Duties Gross Remuneration (Rs.) Date of Joining Previous Employment Previous Employment Designation
Rohit Kumar Gupta 47 BCOM CA 25 Chief Financial Officer CFO 14828837 14-Apr-11 Virgin Mobile India Pvt. Ltd. Chief Financial Officer
Ganesh Krishnamurthy 51 B.COM 27 Senior Vice President & Global Head LC Global Head LC 4958934 1-Apr-02 Trigyn Technologies Ltd Project Manager
Shivan Bhargava 48 B.E. & MBA 28 Group President Business Head-SCG 4100647 28-July-14 Bharti Airtel MD of Airtel Networks Kenya Limited
Prakash Menon 54 BSC 32 President-Global Skills & Career Group Business Head-Global Skills and Career group 4977376 01-Nov-16 First Employment
Kirti Seth 51 BA/MBA 28 Senior vice president-con- sulting & Advisory Services Consulting & Advisory Services 9723798 1-Sep-11 NIIT Institute of Process Excellence Limited Chief Business Officer

NOTES:

(1) The gross remuneration shown above comprises salary allowances incentivesmonetary value of perquisites as per Income Tax Rules and Company's contribution toProvident Fund Superannuation Fund and National Pension Fund. (2) The gross remunerationof employees does not include provision for gratuity and provision for leave encashment.(3) None of the above employees are related to any Director of the Company. (4) None ofthe employees holds 2% or more of the paid-up equity share capital of the Company. Therewas no employee employed throughout the financial year or part thereof was in receipt ofremuneration during the year which in the aggregate or as the case may be at a ratewhich in the aggregate is in excess of that drawn by the managing director or whole-timedirector and also holds by himself or along with his spouse and dependent children notless than two percent of the equity shares of the Company. (5) None of the employee is arelative of any director of the Company.

ANNEXURE-G

Information relating to NIIT ESOP-2005 under Securities Exchange Board of India (ShareBased Employee Benefits) Regulations 2014: (To be updated)

A) Relevant disclosures in terms of the ‘Guidance note on accounting for employee share-based payments' issued by ICAI or any other relevant accounting standards as prescribed from time to time Please refer to Notes Nos. 2.3 (IX)and 25 contained in the Notes to Financial Statement forming part of Annual Financial Statement for the financial year ended on March 31 2017
B) Diluted EPS on issue of shares pursuant to all the schemes covered under the regulations shall be disclosed in accordance with ‘Accounting Standard 20 - Earnings Per Share' issued by ICAI or any other relevant accounting standards as prescribed from time to time 0.01

C. Details related to ESOS i) A description of each ESOS that existed at any timeduring the year including the general terms and conditions of each ESOS including-

a) Date of shareholders' approval May 18 2005
b) Total number of options approved under ESOS a) Pre-bonus and split – 1925000
b) Revised options post-bonus and split – 11173823
c) Vesting requirements Employee Stock Option shall vest in a minimum period of 1 year and maximum period of 5 years from the date of grant
d) Exercise price or pricing formula At a price not less than the then existing face value of the share of the Company
Grant Price Rs. Market Price Rs. #
Grant I * 180.00 235.15
Grant II ** 237.00 237.00
Grant III ** 912.15 912.15
Grant IV ** 88.70 88.70
Grant V ** 72.20 72.20
Grant VI ** 69.20 69.20
Grant VII ** 67.65 67.65
Grant VIII *** 2.00 45.05
Grant IX** 41.00 41.00
Grant X** 49.85 49.85
Grant XI** 48.50 48.50
Grant XII** 41.60 41.60
Grant XIII** 52.15 52.15
Grant XIV** 75.65 75.65
Grant XV** 75.65 75.65
Grant XVI** 83.30 83.30
Grant XVII** 73.60 73.60

# Closing price on the National Stock Exchange of India Limited.

* at approx. 23.45% discount to market price.
** at market price.
***at approx. 96% discount to market price.
e) Maximum term of options granted 5 Years
f) Source of shares (primary secondary or combination) Primary
g) Variation in terms of options NIL

ii) Method used to account for ESOS - Intrinsic value iii) Where the company opts forexpensing of the options using the intrinsic value of the options the difference betweenthe employee compensation cost so computed and the employee compensation cost that shallhave been recognized if it had used the fair value of the options shall be disclosed. Theimpact of this difference on profits and on EPS of the company shall also be disclosed.Please refer to Note No. 25 contained in the Notes to financial statement forming part offinancial statement for the financial year ended on March 31 2017 iv) Option movementduring the year (For each ESOS):

Particulars Details
Number of options outstanding at the beginning of the period 6086256
Number of options granted during the year 460000
Number of options forfeited / lapsed during the year 851879
Number of options vested during the year 1602731
Number of options exercised during the year 306953
Number of shares arising as a result of exercise of options 306953
Money realized by exercise of options (INR) if scheme is implemented directly by the company 12754277
Loan repaid by the Trust during the year from exercise price received Not Applicable
Number of options outstanding at the end of the year 5387424
Number of options exercisable at the end of the year 5387424

v) Weighted-average exercise prices and weighted-average fair values of options shallbe disclosed separately for options whose exercise price either equals or exceeds or isless than the market price of the stock.

Grant (Rs.) I* II* III* IV V VI VII VIII IX X XI XII XIII XIV XV XVI XVII
Weighted average exercise price 24.00 31.60 121.62 88.70 72.20 69.20 67.65 2.00 35.40 49.75 48.50 41.60 52.15 75.65 75.65 83.30 73.60
Weighted average fair value 13.15 9.63 37.23 32.09 34.47 32.71 31.57 40.17 12.15 17.30 15.76 14.30 18.10 25.91 27.30 31.78 27.10

Note: *the prices are adjusted for the bonus and split

vi) Employee wise details (name of employee designation number of options grantedduring the year exercise price) of options granted to –

i) senior managerial personnel NIL
ii) any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year NIL
iii) identified employees who were granted option during any one year equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant. NIL

vii) A description of the method and significant assumptions used during the year toestimate the fair value of options including the following information: a) theweighted-average values of share price exercise price expected volatility expectedoption life expected dividends the risk-free interest rate and any other inputs to themodel;

Grant Grant Grant Grant Grant Grant Grant Grant Grant Grant Grant Grant Grant Grant Grant Grant Grant
I II III IV V VI VII VIII IX X XI XII XIIII XIV XV XVI XVII
Weighted- average values of share price 24.00 31.60 121.62 88.70 72.20 69.20 67.65 45.05 35.40 49.75 48.50 41.60 52.15 75.65 75.65 83.30 73.60
Exercise Price 24.00 31.60 121.62 88.70 72.20 69.20 67.65 2.00 35.40 49.75 48.50 41.60 52.15 75.65 75.65 83.30 73.60
Expected volatility 14.00% 14.00% 45.47% 51.81% 66.48% 66.23% 63.20% 44.02% 41.64% 42.42% 40.76% 41.25% 41.99% 47.11% 44.99% 46.31% 46.35%
Expected life 2.5 years 2.5 years 2.5 years 2.5 years 3.5 years 3.5 years 3.5 years 3 years 4.5 years 4.5 years 4.1 years 4.5 years 4.5 years 3.5 years 4.5 years 4 . 5 years 4 . 5 years
Expected dividends Not considered Not considered 2.79% 2.04% 1.76% 1.76% 1.76% 2.55% 3.96% 3.96% 3.96% 3.50% 3.50% 3.50% 3.50% 3.01% 3.01%
Risk-free interest rate 7.00% 7.00% 7.93% 9.24% 6.89% 6.50% 7.55% 8.19% 8.73% 8.74% 8.50% 7.93% 7.85% 7.47% 7.57% 7.52% 6.41%

b) the method used and the assumptions made to incorporate the effects of expectedearly exercise – Not Applicable

c) how expected volatility was determined including an explanation of the extent towhich expected volatility was based on historical volatility - Volatility is a measure ofthe amount by which a price has fluctuated or is expected to fluctuate during a period.Each vest has been considered as a separate grant. The volatility for periodscorresponding to the respective expected lives of the different vests prior to the grantdate has been considered. The daily volatility of the Company's stock price on NSE overthese years has been considered.

d) whether and how any other features of the option grant were incorporated into themeasurement of fair value such as a market condition. – Not Applicable

For and on behalf of the Board
Rajendra S Pawar
Place: Gurugram Chairman
Date: May 17 2017 DIN: 00042516