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NIIT Ltd.

BSE: 500304 Sector: Services
NSE: NIITLTD ISIN Code: INE161A01038
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OPEN 416.00
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VOLUME 186748
52-Week high 436.00
52-Week low 136.50
P/E 66.29
Mkt Cap.(Rs cr) 5,661
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 416.00
CLOSE 423.90
VOLUME 186748
52-Week high 436.00
52-Week low 136.50
P/E 66.29
Mkt Cap.(Rs cr) 5,661
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 38th Annual Report along with theAudited Financial Statements (Standalone and Consolidated) for the financial year endedMarch 312021.

Financial Highlights

The highlights of your Company's financial results for the financial year (FY) April12020 to March 312021 (FY21) are as follows:

(Amount in Rs. Million)

Particulars

Consolidated

Standalone

FY 2020-21 FY 2019-20 FY 2020-21 FY 2019-20
Net Sales (Revenue from Operations) 9495 8892 3681 4009
Other Income 887 1168 1126 1487
Total Income 10382 10060 4807 5496
Total Expenditure (Excluding Depreciation) 7842 8246 3474 3730
Profit before Depreciation and Taxes 2540 1814 1333 1766
Depreciation and Amortization 589 598 267 350
Exceptional Items [Net Gain/(Loss)] (9) 12917 (387) 13802
Net Profit/(Loss) before Tax Loss from Discontinued Operations Share of Non- controlling Interests 1942 14133 679 15218
Tax Expenses 336 556 112 1440
Profit/(Loss) from Discontinued Operations* (169) (305) (31) (94)
Share of Non-controlling Interests (6) 3
Net Profit/(Loss) attributable to owners of NIIT Limited 1430 13275 536 13684
Basic EPS (Rs.) 10.09 82.87 3.78 85.42
Diluted EPS (Rs.) 9.96 82.40 3.73 84.94

*Refer Note 39 of the Consolidated Financial Statement and Note 37 of the StandaloneFinancial Statement.

Your Company's consolidated total income for FY21 is Rs. 10382 million as againstRs.10060 million in the previous year and the net profit (after share of NoncontrollingInterests) is Rs. 1430 million as against Rs. 13275 million in the previous year.

The Company's total income for the year under review on a standalone basis is Rs. 4807million as compared to Rs. 5496 million in the previous year and the net profit is Rs.536 million as compared to Rs. 13684 million in the previous year.

Business Operations

The Corporate Learning Group (CLG) contributed 87% to NIIT's consolidated revenue forFY21 as compared to 78% in FY20. The business grew 19% YoY to Rs. 8254 million. TheEBITDA grew 103% YoY to Rs. 1885 million. The EBITDA margin was 23% up 938 basis pointsYoY. During the year the business was impacted by the pandemic which led to significantcancellations and deferrals of planned inperson instructor led learning events. Howeverdecisive and agile actions helped to counter the impact including move to work from hometransition to digital learning to ensure continuity for its customers and launched newofferings to meet changing customer requirements. These actions along with continuinginvestments in sales and marketing and new capabilities resulted in significant recoveryand growth as compared to last year despite the continuing impact of the pandemic. Duringthe year the business added 9 new Managed Training Services (MTS) customers secured 5renewals and expanded 12 contracts with existing customers. The business ended the yearwith 58 MTS customers as compared to 54 at the end of theprevious year.

As of March 312021 the Revenue Visibility stood at USD 287 million uP9%YoY.

NIIT's Skills & Careers Group (SNC) contributed 13% to NIIT's consolidated revenuein FY21. SNC recorded revenue of Rs. 1241 million in FY21 as compared to Rs. 1979million in FY20. The business transitioned to digital learning during the year andpresents a strong platform for growth. SNC showed continuous improvement in each of thequarters during FY21 due to strong actions by the Company and pick up in hiring by IT andBanking sectors and recorded growth and profitability in Q4 FY21.

The schools business is classified as 'Asset held for sale'. While the company receivedinterest from potential investors during the year. The transactions could not be completeddue to continuing uncertainty on time line of opening of schools due to the pandemic. Thecompany has decided to continue to look for a potential buyer for the business. In theinterim the company has taken steps to rationalize costs and operations of the business.

On an overall basis NIIT achieved an operating revenue of Rs. 9495 million ascompared to Rs. 8892 million in the previous financial year a growth of 7% YoY.

The EBITDA was Rs. 1753 million as compared to Rs. 852 million last year up 106%YoY. The EBITDA margin improved 888 basis points YoY to 18% showing a remarkable recoveryin a tough year.

A detail analysis of overall performance is given in the Management Discussion andAnalysis report forming part of this Report.

Future Plans

Corporate Learning: Global corporate spending on L&D represents a USD 370billion opportunity. With the penetration of training outsourcing at less than 5% thereis huge headroom for growth. Outsourcing has been going up driven by increasing complexityand organizations demand greater accountability for the L&D functions. Outsourcingalso frees customers to focus on their core while improving both efficiency andeffectiveness of learning.

Given the impact of Covid-19 spends on L&D have contracted in the near term acrossbusinesses including for some of NIIT's largest customers. These spends are expected torevert to normal over a period of time as economic activity picks up post the pandemic.Also as economies emerge from the slowdown companies are expected to seek reduction offixed expenses and outsource non-core functions. Training is a potential area for greaterpenetration of outsourcing driven by this move. As the situation stabilizes NUT expectsa big shift to outsourcing and is well positioned to benefit from this.

With consistent performance and industry leading growth in CLG over the last severalyears NUT is ranked among the top 10 Global providers of Managed Training Services. Witha strong balance sheet and availability of growth capital NUT sees an opportunity to moveup the leadership ladder. CLG plans to leverage its capability and experience toaccelerate growth through large-sized annuity contracts. To achieve this the Companyplans sustained investments in innovation to create customer delight in advisory servicesto drive thought leadership and in sales & marketing to accelerate growth rates.

CLG will continue to explore inorganic opportunities to add new capabilities. TheCompany has been actively engaged with bankers to build a pipeline of potentialacquisition targets in focus areas and is actively pursuing targets for investment. NUT isbuilding a global platform for large comprehensive deals and seeking to invest incompanies that bring new scalable capabilities as well as help penetrate desired customersegments

Skills & Careers: Covid-19 has created a significant discontinuity in the wayeducation is delivered. NUT took agile and decisive actions to transition to digitallearning. With continuing shift to Digital the IT and BFSI sectors are expected tocontinue to see increasing demand for digital skills and therefore continue to offer asignificant growth opportunity for NUT. With new products business models andstrengthened leadership team along with strong brand industrial scale delivery platformwith proven outcomes and strong balance sheet NUT is well positioned to accelerateDigital Talent Transformation for both individuals and Corporate customers. NUT plans tocontinue to invest in digital learning and deep skilling programs to scale the business.

Dividend

Your Directors have recommended a dividend of Rs. 2.50 per equity share (face value ofRs. 2 each) for the financial year ended March 312021 for the approval of the Members atthe ensuing Annual General Meeting (AGM). The dividend if approved will be paid within30 days of the AGM.

Transfer to Reserves

During the FY21the 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 during FY21 other than those explained herein.

There has been no change in the nature of the business of the Company.

Share Capital

During the year under review there has been no change in the Authorized Share Capitalof the Company.

ESOP

During the year the Company has allotted 836583 equity shares to the eligibleemployees on the exercise of stock options granted under the NUT Employee Stock OptionPlan 2005.

Buyback

Pursuant to the approval of the Board of Directors on December 24 2020 and theapproval of members through postal ballot on February 10 2021 your Company made buybackof 9875000 fully paid-up equity shares of face value of Rs. 2 each representing 6.978%of the issued and paid-up equity share capital of the Company as on March 31 2020 on aproportionate basis from the eligible members holding equity shares as on February 242021 (the "record date"). The buyback was by way of tender offer through stockexchange mechanism in accordance with the provisions of Securities and Exchange Board ofIndia (Buyback of Securities) Regulations 2018 the Companies Act 2013 and rules madethere under. The Company bought shares in buyback for cash at a price of Rs. 240 perequity share for an aggregate amount of Rs. 2370 million (excluding fees taxes andexpenses incurred in this regard). The buyback tender period was from April 12 2021 toApril 28 2021. The shares bought back were extinguished on May 112021.

Subsidiaries Joint Ventures and Associate Companies

Pursuant to the provisions of Section 129(3) of the Act a statement containing thesalient features of each of the Company's subsidiaries associates and joint venturecompanies are provided in the prescribed Form AOC-1 annexed herewith as "Annexure-A"forming part of this Report.

The list of Subsidiaries Joint Ventures and Associates of the Company including thechange (if any) during the year is provided in Form AOC-1 and notes to the standalonefinancial statement of the Company.

During the year under review:

a) as part of steps for simplification and capacity rationalization the wholly ownedstep down subsidiaries in NUT China (Shanghai) Limited namely Chongqing NUT EducationConsulting Limited was closed on January 20 2021 which was earlier reported as under theprocess of closing; Wuxi NUT Information Technology Consulting Limited was closed onOctober 30 2020 and NUT Wuxi Service Outsourcing Training School was closed on June 242020.

b) Stackroute Learning Inc USA was incorporated on December 29 2020 as a wholly ownedsubsidiary of NUT (USA) Inc USA a wholly owned subsidiary of the Company.

Consolidated Financial Statement

Pursuant to Section 129 of the Act and Regulation 34 of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015("the Listing Regulations") the Consolidated Financial Statement of the Companyare attached herewith as prepared in accordance with the provisions of the Act.

Pursuant to the provisions of Section 136 of the Act the audited financial statementsof the Company (standalone and consolidated) along with the relevant documents and theaudited accounts of each of its subsidiaries are available on the website of the Companyi.e. https://www.niit.com/ india/training/investors/Pages/financial-performance.aspx Thesame shall also be available for inspection by members upon request.

Directors

As per the provisions of Section 152 of theAct Mr. Parappil Rajendran (DIN: 00042531)retires by rotation at the forthcoming AGM of the Company who being eligible offershimself for reappointment. The relevant details are provided in the Notice of the38th AGM.

The Board of Directors based on the recommendation of Nomination & RemunerationCommittee at its meeting held on June 4 2021:

- approved the appointment of Ms. Avani Vishal Davda and Ms. Sangita Singh asAdditional Directors (Non executive Independent) of the Company with effect from June 52021 each for a term of five years. The same is also recommended for approval of membersat the forthcoming AGM by passing ordinary resolutions.

- recommended the appointment of Mr. Sapnesh Kumar Lalla Chief Executive Officer ofthe Company as Director for members' approval. Post approval of members at theforthcoming AGM he shall be

redesignated as Executive Director and Chief Executive Officer of NUT Limited. Theappointment shall be for a period of 5 years from the date of approval by members at AGM.

- recommended the appointment of Mr. Udai Singh Pawar and Ms. Leher Vijay Thadani asNon-executive Non independent directors of the Company for members' approval at theforthcoming AGM. The appointment shall be effective from the date of approval by membersat the AGM.

With these additions the Board shall have increased diversity in terms of ageexpertise domain experience gender and geography. The board expansion shall also helpthe Company get into another phase of growth with the availability of funds changingmarket scenario and market positioning in international business to seize globalopportunities of Digital Transformation.

The Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of Independence as prescribed under the Act and ListingRegulations.

Further in the opinion of the Board and on the basis of declaration of independenceprovided by the Independent Directors they all fulfill the conditions specified in theAct and Rules made there under read with the applicable regulations of ListingRegulations for their appointment as Independent Directors of the Company and areindependent of the management.

All Independent Directors have registered themselves with the Indian Institute ofCorporate Affairs for the inclusion of their name in the data bank of independentdirectors pursuant to the provision of Rule 6 (1) of Companies (Appointment andQualification of Directors) Rules 2014. Further they have confirmed that they shallcomply with other requirements as applicable under the said rule.

Key Managerial Personnel

As on March 31 2021 the following officials were the "Key ManagerialPersonnel" of the Company in terms of provisions of the Act:

• Mr. Vijay Kumar Thadani Vice Chairman & Managing Director

• Mr. Parappil Rajendran Joint Managing Director

• Mr. Sapnesh Kumar Lalla Chief Executive Officer

• Mr. Sanjay Mai Chief Financial Officer (w.e.f. June 5 2020)

• Mr. Deepak Bansal Company Secretary

During the year under review the Board of Directors at its meeting held on June 42020 had appointed Mr. Sanjay Mai as Chief Financial Officer of the Company w.e.f. June5 2020 in place of Mr. Amit Roy as part of succession planning.

Meetings of the Board

During the year Eight (8) Board Meetings were convened and held. The intervening gapbetween the two meetings was within the period prescribed under the Act and ListingRegulations. For further details please refer to the Corporate Governance Report formingpart of this Report.

Board Evaluation

Pursuant to the provisions of the Act and Listing Regulations the Board has carriedout the annual performance evaluation for itself the Directors individually (includingthe Chairman of the Board) as well as the evaluation of the working of its AuditCommittee Nomination and Remuneration Committee Corporate Social ResponsibilityCommittee Stakeholders' Relationship Committee and Risk Management Committee.

Inputs were received from the Directors covering various aspects of the Board'sfunctioning such as the adequacy of the composition of the Board and its Committees itseffectiveness ethics and compliances the evaluation of the Company's performance andinternal control and audits. A separate exercise was carried out to evaluate theperformance of individual Directors including the Chairman of the Board who wereevaluated on parameters such as the 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 theBoard the Board Skills matrix and contributing in deliberations while approving relatedparty transactions.

Directors' Responsibility Statement

Pursuant to the provisions of Section 134(5) of the Act the Directors of your Companyhereby state and confirm that:

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

b) the Directors have selected such Accounting Policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of FY21 and of the profit ofthe Company for that period;

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

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

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

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

Secretarial Standards

The Directors state that the applicable mandatory Secretarial Standards i.e. SS— 1: Secretarial Standard on Meetings of the Board of Directors and SS — 2:Secretarial Standard on General Meetings issued by the Institute of Company Secretaries ofIndia have been followed bythe Company.

Statutory Auditors

S. R. Batliboi & Associates LLF^ Chartered Accountants Gurugram (FRN 101049W/E300004) were appointed as Statutory Auditors of the Company for a term of 5 (five)consecutive years at the AGM held on September 22 2017. The requirement for the annualratification of the auditors' appointment at the AGM has been omitted pursuant to theCompanies (Amendment) Act 2017 notified on May 7 2018. The Statutory Auditors haveconfirmed that they are eligible and qualified to continue as Statutory Auditors of theCompany.

Statutory Auditors' Report

The notes on Financial Statement (Standalone and Consolidated) referred to in theAuditors' Report are self-explanatory and do not require any further comments. TheAuditors' Report does not contain any qualification reservation or adverse remark.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board appointed PI &Associates Practicing Company Secretaries as Secretarial Auditors to conduct secretarialaudit of the Company for FY21. The Secretarial Audit Report for FY21 is annexed herewithas "Annexure B". The Secretarial Audit Report does not contain anyqualification reservation or adverse remark.

Cost Accounts and Cost Auditors

The cost accounts and records are made and maintained by the Company as required inaccordance with the provisions of Section 148 of the Act.

Pursuant to the provisions of Section 148 of the Act read with the Companies (CostRecords and Audit) Rules 2014 the Board appointed Ramanath Iyer and Co. CostAccountants as the Cost Auditors of the Company for conducting the audit of cost recordsof products/services of the Company for FY21. The ratification of remuneration payable tothe Cost Auditors is being sought from the members of the Company at forthcoming AGM.

Reporting of Frauds by Auditors

During the year under review Statutory Auditors Secretarial Auditors and CostAuditors did not report any instances of fraud committed against the Company by itsofficers or employees as specified under Section 143(12) of the

Act. Hence no detail is required to be disclosed under Sectionl34(3)(ca) of the Act.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report pursuant to Regulation 34(2)(e) readwith Para B of Schedule V of the Listing Regulations is given as a separate section andforms a part of this Report.

Corporate Governance Report

Your Company continues to adhere to the Corporate Governance requirements set out bythe Securities and Exchange Board of India (SEBI) and is committed to the highest standardof Corporate Governance.

Your Company has complied with all the mandatory requirements relating to CorporateGovernance in the Listing Regulations. The Corporate Governance Report pursuant to therequirement of Listing Regulations is given as a separate section and forms a part of thisReport. The Certificate from the Secretarial Auditors confirming the compliance with theconditions of the Corporate Governance stipulated in Para E of Schedule V of ListingRegulations is also annexed to the said 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 at https://www.niit.com/authoring/Documents/New-

Disclosures/CSR%20Policy%20w.e.f.%205.2.2021.pdf During the financial year 2020-21 theCompany had spent Rs 3.10 million on CSR activity. In addition the Company had alsogranted a donation of Rs. 10 million to provide preventive and support activities to thecommunity in wake of theCovid-19 pandemic.

The Report on the CSR activities in prescribed format approved by the CSR Committee onJune 3 2021 is given in "Annexure C" forming part of this Report.

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 the Related Parties in compliance with theapplicable provisions of the Listing Regulations the Act and the Rules there under. Allrelated party transactions entered into by the Company during the year were in theordinary course of business and on an arm's length basis. There was no material relatedparty transactions made by the Company with Promoters Directors Key Managerial Personnelor other related parties which may have a potential conflict with the interest of theCompany at large. All Related Party Transactions were approved by the Audit Committee andwere also placed in the Board meetings as a good Corporate Governance practice.

A statement of all related party transactions is presented before the Audit Committeeon a quarterly basis and prior/ omnibus approval are 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 Section188(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 in the prescribed FormNo. AOC-2 is given in "Annexure D" forming part of this Report.

Internal Financial Controls

A detailed note on the Internal Financial Controls system and its adequacy is given inthe Management Discussion and Analysis Report forming part of this Report. The Companyhas designed and implemented a process-driven framework for internal financial controlswithin the meaning of explanation to section 134(5)(e)of the Act. For FY21the Board is ofthe opinion that the Company has sound Internal Financial controls commensurate with thenature and size of its business operations wherein controls are in place and operatingeffectively.

The Company's risk management mechanism is detailed in the Management Discussion andAnalysis report.

Statutory Committees

The details of the Committees of the Board viz. Audit Committee Nomination &Remuneration Committee Corporate Social Responsibility Committee Stakeholders'Relationship Committee and Risk Management Committee constituted in compliance with theprovisions of the Act and Listing Regulations are provided in the Corporate GovernanceReport forming part of this Report.

Statutory Policies/Codes

In compliance with the various provisions of the Act and Listing Regulations theCompany has the following policies/ codes:

• Policy on Determination of Material Subsidiaries

• Policy on Determination of Materiality for Disclosure

• Policy on Related Party Transactions

• Nomination and Remuneration Policy

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

• Code of Practices and Procedures for Fair Disclosure of UPSI

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

• Archival Policy

• Whistle Blower Policy

• Code of Conduct

• Corporate Social Responsibility Policy

• Dividend Distribution Policy

The Company has a policy on "Prevention of Sexual Harassment of Women atWorkplace" and matters connected therewith or incidental thereto covering all theaspects as contained under "The Sexual Harassment of Women at Workplace (ProhibitionPrevention and Redressal) Act 2013." The detail of the Internal Complaint Committee(ICC) is provided in the Corporate Governance Report forming part of this Report.

Nomination and Remuneration Policy

The Board has on the recommendation of the Nomination Remuneration Committee adoptedthe Nomination and Remuneration Policy as stated in the Corporate Governance Report.

Vigil Mechanism

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

Dividend Distribution Policy

Pursuant to the provisions of Regulation 43A of the Listing Regulations the Board ofDirectors had approved the Dividend Distribution Policy on June 4 2020.

The Policy is given in "Annexure E" forming part of this Report andis also available on the website of the Company athttps://www.niit.com/authoring/Documents/New-Disclosures/Dividend%20Distribution%20Policy.pdf

Business Responsibility Report

Pursuant to the provisions of Regulation 34 of the Listing Regulations a separatesection on Business Responsibility Reporting forms a part of this Annual 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 being made in this direction on a continuous basis. Adequatemeasures have been taken to reduce energy consumption whenever possible by using energyefficient equipment. The requirement of disclosure of particulars with respect toconservation of energy as prescribed in Section 134(3) of the Act read with the Companies(Accounts) Rules 2014 is not applicable to the Company and hence not provided.

b) Technology absorption

Your Company believes that in addition to a progressive thought it is imperative toinvest in research and development to ascertain future exposure and prepare forchallenges. In its endeavour 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 best technology in its field upgrade itself in line withthe latest technology in the world and deploy/ absorb technology wherever feasiblerelevant and appropriate. The key areas where technology has made an impact are marketingand customer acquisition digital online learning delivery and mobile app-based learningand engagement. In pandemic times technology has been deployed to enable staff members towork securely from home or anywhere. Productivity platform including a commoncollaboration platform has been implemented to ensure seamless work delivery andmanagement.

c) Research and development

The Company believes that technological obsolescence is a reality. Only progressiveresearch and development will help us measure up to future challenges and opportunities.We invest in and encourage continuous innovation. Capability was developed to createdigital point solutions. Digital point solutions are assembled quickly to help deliverimpactful solutions to customers. With this model the speed of delivery has improvedsignificantly. Innovative online training delivery platform with unique learning analyticswas included in digital point solutions. During the year under review the expenditure onresearch and development is not significant in relation to the nature and size of theoperations 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 the USA EuropeChina Africa South East Asia etc. witha view to increase exports.

(ii) Total foreign exchange earned and used:

The foreign exchange earned in terms of actual inflows and the foreign exchange outgoin terms of actual outflows during the year are as follows:

(Rs. Million)

Particulars FY 2020-21 FY 2019-20
Foreign Exchange Earnings 3123.65 2553.93
Foreign Exchange Outflow 549.48 374.68

Particulars of Loans Guarantees or Investments

Details of Loans Guarantees or Investments (if any) covered under the provisions ofSection 186 of the Act are given in the Notes to the Financial Statement.

Annual Return

The Annual Return as required under Section 1 34 (3) read with 92(3) of the Act isavailable on the website of the Company at https://www.niit.com/indiaArainina/investors/Pages/investor-information.aspx 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 the employees of the Companyunder any scheme 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 subsidiary

• Significant or material orders passed by the Regulators or Courts or Tribunalswhich impact the going concern status of the Company and its operation in future.

Public Deposits

In terms of the provisions of Sections 73 to 76 of the Act read with the relevant rulesmade there under your Company has not accepted any deposit from the public.

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 Rules 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 (as amended)is given in "Annexure F" forming part of this Report.

Human Resources

NIITs are the key resource for your Company. Your Company continued to have a favorablework environment that encourages innovation and meritocracy at all levels. A detailed noteon human resources is given in the Management Discussion and Analysis Report. Employeerelations remained cordial at all the locations of the Com pany.

A detail note is given in the Management Discussion and Analysis report forming partof this Report.

Employee Stock Options

The Company established Employee Stock Option Scheme 2005 (ESOP 2005) with theobjective of attracting and motivating employees by rewarding performance retaining thebest 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 1 51 5000 Employee StockOptions (Grant #25) at Rs. 94.40 per option/share on July 10 2020; 165000 Employee StockOptions(Grant #26) at Rs. 127.65 per option/share on September 28 2020;and 75000Employee Stock Options (Grant #27) at Rs. 1 74.20 per option/share on December 7 2020 tothe eligible employees under ESOP 2005.

The grant-wise details of the Employee Stock Option Scheme are partially provided inthe Notes to Accounts of the Financial Statement in the Annual Report and a comprehensivenote on the same forms part of the Board Report which is available on the Company'swebsite at www.niit.com or may be obtained from the Company. The same shall also beavailable for inspection by members upon request.

Acknowledgement

The financial year 2020-21 was a tough period for the business and the industry due tothe disruptions caused by the Covid-19 pandemic. 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. The Directors would like to take this opportunity to place on recordtheir appreciation for the committed services and contributions made by the employees ofthe Company during the year at all levels despite continuing challenges posed by thepandemic and the changed working norms. In addition the Directors thank the Governmentsof all countries where the Company has its operations. The Directors also acknowledge andappreciate the support and confidence reposed by the Company's shareholders. The Directorsremain committed to enable the Company to achieve its long-term growth objectives in thecoming years.

For and on behalf of the Board
Rajendra Singh Pawar
Place: Gurugram Chairman
Date: June 4 2021 DIN: 00042516

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