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NIIT Technologies Ltd.

BSE: 532541 Sector: IT
NSE: NIITTECH ISIN Code: INE591G01017
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OPEN 1400.00
PREVIOUS CLOSE 1411.30
VOLUME 32423
52-Week high 1540.50
52-Week low 1031.30
P/E 31.51
Mkt Cap.(Rs cr) 8,667
Buy Price 1387.35
Buy Qty 24.00
Sell Price 1388.40
Sell Qty 10.00
OPEN 1400.00
CLOSE 1411.30
VOLUME 32423
52-Week high 1540.50
52-Week low 1031.30
P/E 31.51
Mkt Cap.(Rs cr) 8,667
Buy Price 1387.35
Buy Qty 24.00
Sell Price 1388.40
Sell Qty 10.00

NIIT Technologies Ltd. (NIITTECH) - Director Report

Company director report

To

The Members

Your Directors are pleased to present the Twenty Sixth Annual Report on the businessand operations of your Company along with the audited annual accounts for the FinancialYear ended March 31 2018 (FY 2018). The consolidated performance of the Company and itssubsidiaries has been referred to wherever required.

FINANCIAL PERFORMANCE OF THE COMPANY

The highlights of the financial results for the financial year 2017-18 are as follows:

(Figures in Rs.mn except for EPS)

Particulars FY 2017-18 FY 2016-17
Consolidated Revenues 29914 28021
Standalone financial s
Income from operations 16459 15951
Other Income 1157 338
Total Income 17616 16289
Profit before depreciation and taxes 3586 3098
Depreciation 825 909
Exceptional Item 0 221
Provision for tax & (deferred tax) 499 319
Profit After Tax 2262 1649
Earning Per Share (Basic) (In Rs.) 36.83 26.90

BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR AND STATE OF COMPANY'SAFFAIR

During FY2018 the Company deepened engagements with multiple customers and alsoacquired new customer relationships won multiple new deals and expanded its offeringsportfolio.

Revenues increased 6.8% during FY2018 on a consolidated basis to Rs. 29914 millionfrom Rs. 28021 million in FY2017. In constant currency terms revenues for the year grew9.7% during FY2018. The Company enhanced footprint in Digital services within US aided byacquisition of a majority (55%) stake in Ruletek LLC in May 2017 through one of itssubsidiaries Incessant Technologies Pvt. Ltd. India. Digital Services continued to showstrong growth contributing 24% of consolidated revenues.

Operating profits (EBITDA) for the year increased 3.4% to Rs. 5012 million from Rs.4845 million in the preceding financial year. EBITDA margin for FY2018 stood at 16.8%.Consolidated Profit after Tax (PAT) for FY2018 increased to Rs. 2802 million up 10.8%over preceding financial year. Cash & cash equivalents stood at Rs. 8057 million ason 31 March 2018 (compared to Rs. 7321 million on 31 March 2017) on a consolidated basis.

Operating highlights

The Company recorded several significant operating accomplishments during the yearwith multiple new engagements large deal closures and the launch of new initiativesaimed at capitalizing on emerging opportunities in the marketplace. In terms of customeracquisition the Company added 31 new clients in FY2018. The Company was also able to win7 large deals spread across US and EMEA. On the back of these customer acquisitions anddeal wins the Company was able to secure fresh orders worth $507 million during FY2018.The order book executable over the next 12 months as on March 31 2018 stood at $339million.

The Company continued to make ongoing enhancements to its existing capabilities throughinvestments in new emerging technologies partnerships and appropriate skills to deliverexceptional customer value and operational excellence. It also completed some key flagshipdigital experience projects for several clients and secured multiple new Digitalengagements. NIIT Technologies also carved out a separate Data and Automation serviceline. Within Infrastructure Managed services the Company has created a stand-alone CloudService line under a new leader.

NIIT Technologies also strengthened its offerings in the area of Automation andRobotics as part of its Smart IT initiative. A unifying component of this initiative isTRON an integrated automation framework that consolidates innovative technologiespractices and tools for business transformation—delivering more value. Leveragingadvanced technologies like Robotic Process Automation (RPA) Analytics Machine Learningand Artificial Intelligence (AI) TRON framework enables enterprises to deliver businessagility self-enablement and superior experiences.

During the year the Company made key changes into its leadership by inducting Mr.Sudhir Singh as Chief Executive Officer and Mr. Arvind Thakur was elevated to the role ofVice Chairman and Managing Director. The company added three new business leaders to driveits growth agenda. Mr. Gautam Samantha formerly with Infosys joins to head Europegeography Anantha Basavaraju formerly with Fujitsu joins to head APAC and Madan Mohanformerly with Infosys takes charge of a new service line around Data Services &Automation with his base in the US. In addition the company strengthened its cloudpractice by inducting Mr. Bhartendra Gupta formerly with Microsoft based in the US andAntony Shepard formerly with IBM to be based in UK.

Business Outlook

The Company has been able to adapt to changes in the demand landscape and customerexpectations reflected in its engagement models and enhanced offerings that have evolvedto deliver exceptional value. The Company recorded a strong order intake during FY2018resulting in an expanded order book as it enters the new financial year to support itsgrowth momentum.

The Management's Discussion & Analysis (MD&A) of the Company's global businessduring FY2018 and outlook along with a discussion of internal controls & riskmanagement and mitigation practices appears separately in this Annual Report. Reports onCorporate Governance and Corporate Social Responsibility (CSR) are also provided in thisAnnual Report.

Consolidated financial statements

The consolidated financial statements are enclosed in addition to the standalonefinancial statements pursuant to section 129(3) of the Companies Act 2013 read with allrelevant Rules and amendments thereto & SEBI Listing Obligations & DisclosureRegulations 2015 prepared in accordance with the Accounting Standards prescribed by ICAIin this regard. The consolidated Financial Statements together with Auditors Reportthereon form the part of the Annual Report.

Dividend

The Board in its meeting held on May 04 2018 has recommended a dividend of Rs.15 perequity share of face value Rs.10/- each (previous year Rs.12.50 per equity share) for theFinancial Year ended March 31 2018 amounting to Rs.922 million. The proposal is subjectto the approval of the shareholders at the ensuing Annual General Meeting to be held on28th September 2018. The dividend payout shall be according to the Dividend DistributionPolicy of the Company.

Transfer to Reserves

During the year the Company has not transferred any amount to the General Reserves.

Material changes and commitments if any affecting the financial position of theCompany which have occurred between the end of the Financial Year of the company to whichthe financial statements relate and the date of the Report & change in nature ofbusiness if any

There have been no material changes and commitments affecting the financial position ofthe Company during the year and subsequent to the close of the Financial Year to whichFinancial Statements relate and the date of the Report. Further there has been no changein the nature of business of the Company during the year.

COMPANIES ACT DISCLOSURES & CORPORATE GOVERNANCE

Extract of Annual Return

In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of AnnualReturn (MGT-9) is enclosed as (Annexure A).

Number of meetings of the Board

The Board of Directors of the Company met 7 (seven) times in the FY2017-18. The detailspertaining to the Board Meetings and attendance are provided in the Corporate GovernanceReport. The intervening gap between two Board Meetings was within the period prescribedunder Companies Act 2013 and SEBI (Listing Obligations and Disclosure Regulations) 2015(SEBI Listing Regulations] and amendments thereto.

Directors Responsibility Statement

As required under Section 134(3)(c) read with 134(5) of the Companies Act 2013 theBoard of Directors of the Company hereby states and confirms that:-(a) in the preparationof the Annual Accounts the applicable Accounting Standards have been followed along withproper explanation relating to material departures; (b) the Company 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 & Loss of the Companyfor that period; (c) proper and sufficient care has been taken 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) the Annual Accounts are prepared on a going concern basis; (e) the internal financialcontrols are laid to be followed by the Company and that such internal financial controlsare adequate and are operating effectively.

(f) proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

Directors a. Retirement by rotation of Mr. Rajendra S Pawar

(DIN 00042516) Director

In accordance with the provisions of Section 152(6) of the Companies Act 2013 &Articles of Association of the Company Mr. Rajendra S Pawar Director (DIN 00042516) willretire by rotation at the ensuing Annual General Meeting and being eligible offers himselffor re-appointment. The Board recommends his re-appointment at the ensuing Annual GeneralMeeting of the Company.

Further during the year there has been changes in the designations of Mr. ArvindThakur & Mr. Rajendra S Pawar. Mr. Arvind Thakur has been elevated to the position ofVice Chairman and Managing Director of the Company w.e.f January 19 2018 whereas Mr.Rajendra S Pawar has been designated as Chairman of the Company w.e.f March 27 2018 onthe same terms and conditions as approved by the Shareholders in their meeting held onJuly 07 2014. The Board now recommends the appointment of Mr. Rajendra S Pawar asChairman of the Company and Mr. Arvind Thakur as Vice Chairman and Managing Director ofthe Company on revised terms and conditions individually for a period of five years andthe resolutions seeking approval from the Shareholders of the Company at the ensuingAnnual General Meeting of the Company have been duly incorporated in the Notice to theAnnual General Meeting.

The brief resumes of the Director seeking appointment/ re-appointment along with theother details as stipulated under Regulation 26 and 36 of (SEBI Listing Regulations] andSecretarial Standards on General Meetings (SS-2) are provided in the Notice for conveningAnnual General Meeting of the Company. b. Independent Directors

Pursuant to the provisions of Section 149 of the Companies Act 2013 Mr. Amit SharmaMr. Surendra Singh and Mr. Ashwani Puri were appointed as Independent Directors till March31 2019 at the Annual General Meeting of the Company held on July 07 2014. Furtherduring the year the shareholders approved the appointment of Ms. Holly Jane Morris for asecond term of not exceeding 5 years w.e.f April 01 2017.

Statement on declaration by the Independent Directors

All the Independent Directors have given declarations that they meet all therequirements specified under Section 149 (7) of the Companies Act 2013 and SEBI (ListingObligations & Disclosure Requirements) Regulations 2015.

During the year the Non-Executive Directors of the Company had no pecuniaryrelationship or transactions with the Company other than the sitting fees commission andreimbursement of expenses incurred by them for the purpose of attending meetings of theCompany.

Familiarization program of Independent Directors

The details of the Familiarization program of Independent Directors of the Company areavailable on the website of the Company. The URL of the same ishttps://www.niit-tech.com/sites/default/files/Familiarization-Programme-Independent-Directors. pdf. Further at the time of appointmentof an Independent Director the Company issues a formal letter of appointment outlininghis/her role functions duties and responsibilities. The terms and conditions of theappointment of Non-Executive Directors are there on the website on the Company atwww.niit-tech.com.

c. Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act 2013 the Company hasthe following Directors/employees as Whole-time Key Managerial Personnel as on March 312018: a) Mr. Rajendra S Pawar (DIN 00042516) – Chairman b) Mr. Arvind Thakur (DIN00042534) – Vice Chairman & Managing Director c) Mr. Sudhir Singh – ChiefExecutive Officer d) Mr. Amit Kumar Garg - Chief Financial Officer d) Mr. Lalit KumarSharma - Company Secretary & Legal Counsel There has been following changes in thestatus of KMPs as stated above.

- The Board appointed Mr. Sudhir Singh as Chief Executive Officer Designate of theCompany on May 29 2017 as part of the succession process and then appointed him as ChiefExecutive Officer of the Company w.e.f January 19 2018.

- There has been changes in the designations of Mr. Arvind Thakur & Mr. Rajendra SPawar. Mr. Thakur has been elevated to the position of Vice Chairman and Managing Directorof the Company w.e.f January 19 2018 whereas Mr. Rajendra S Pawar has been designatedas Chairman of the Company w.e.f March 27 2018 on the same terms and conditions asapproved by the Shareholders in their meeting held on July 07 2014.

- The Board recommends the appointment of Mr. Rajendra S Pawar as Chairman of theCompany and Mr. Arvind Thakur as Vice Chairman and Managing Director of the Company onrevised terms and conditions individually for a period of five years to the Shareholdersof the Company at the ensuing Annual General Meeting of the Company.

Deposits from Public

The Company has not accepted any Deposits under Chapter V of the Companies Act 2013during the year and hence no amount of principal or interest was outstanding on the dateof the Balance Sheet.

Share Capital a) Issue of equity shares with differential rights or sweat equity shares

During the year the Company has not issued any equity shares with differentialrights/sweat equity shares under Companies (Share Capital and Debentures) Rules 2014. b)Issue of Employee Stock Options

During the year the Company issued 93950 Equity shares on the exercise of stockoptions under the Employee Stock Option Scheme of the Company (ESOP 2005).

Consequently the issued subscribed and Paid-up Equity Capital increased to Rs.614561240 as at March 31 2018 pursuant to Rule 12(9) of Companies (Share Capital andDebentures) Rules 2014.

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-tech. com/investors or may be obtained from theCompany and is open for inspection at the Registered Office of the Company.

c) Provision of money by Company for purchase of its own shares by employees or bytrustees for the benefit of employees

In terms of Rule 16(4) of Companies (Share Capital and Debentures) Rules 2014 theCompany is not exercising the voting rights directly by the employees in respect of sharesto which the scheme relates.

COMMITTEES OF THE BOARD Audit Committee:

The Audit Committee of the Company is constituted as per Section 177 of the CompaniesAct 2013 & Regulation 18 of the SEBI Listing Regulations 2015 consisting ofmajority of Independent Directors.

The composition of the Audit Committee and details of the Meetings and attendanceduring the FY2017-18 are as under:

Name of the Committee member Category Designation

Number of meetings during the Financial Year 2017-18

Dates of meetings held during the year
Held Attended
Mr. Ashwani Puri Non Executive- Independent Director Chairman 7 7 May 04 2017 July 19 2017 September 22
Mr. Surendra Singh Non Executive- Independent Director Member 7 7 2017 October 17 2017 January 18 2018
Mr. Vijay K Thadani Non Executive Director Member 7 6 February 232018
Mr. Amit Sharma Non Executive- Independent Director Member 7 6 March 26 2018

Mr. Ashwani Puri an Independent Director is the Chairman of the Committee and Mr.Lalit Kumar Sharma is the Secretary to the Committee. The Board had accepted all therecommendations of the Audit Committee made during the year. The details pertaining to theno. of meetings of the Committee held during the year and terms of reference functioningand scope are given in the Corporate Governance Report in detail in terms of therequirements under SEBI (Listing Obligations & Disclosure Requirements) Regulations2015.

Nomination and Remuneration Committee

The Company has a duly constituted ‘Nomination & Remuneration Committee' underthe provisions of Section 178 of the Companies Act 2013 and the terms of reference aredisclosed under the Corporate Governance Report of the Company in terms of therequirements under SEBI (Listing Obligations & Disclosure Requirements) Regulations2015.

The composition of the Nomination and Remuneration Committee and details of theMeetings and attendance during the FY2017-18 are as under:

Name of the Nomination & Remuneration Committee member Category Designation

Number of meetings during the Financial Year2017-18

Dates of meetings held during the year
Held Attended
Mr. Amit Sharma Non Executive- Independent Chairman 6 6 May 04 2017
May 26 2017
June 15 2017
Mr. Surendra Singh Non Executive- Independent Member 6 6 October 17 2017 January 18 2018
Mr. Vijay K Thadani Non Executive Member 6 5 March 26 2018

The Chairperson of the Committee is Mr. Amit Sharma who is an Independent Director ofthe Company.

Stakeholders Relationship Committee

In terms of provisions of section 178 of the Companies Act 2013 & Regulation 20 ofSEBI (Listing Obligations and Disclosure Regulations) 2015 the Company has a dulyconstituted Stakeholders Relationship Committee. The Stakeholders Relationship Committeelooks into the redressal of the complaints of investors.

The Committee has delegated work related to share transfer issue of duplicate sharesdematerialisation/ rematerialisation of shares and other related work to Share TransferCommittee which reports to the Committee. The Stakeholders Relationship Committee isheaded by a Non-Executive Director Mr. Amit Sharma and consists of Mr. Vijay K Thadani andMr. Arvind Thakur as members of the Committee. Mr. Lalit Kumar Sharma Company Secretary& Legal Counsel is the Compliance Officer of the Company.

The composition of the Committee and details of the Meetings and attendance during theFY2017-18 are as under:

The particulars of the meeting attended by the members of the Stakeholders'Relationship Committee and the date of the meetings held during the year are given below:

Name of the Committee member Category Designa tion

Number of meetings during the Financial Year 2017-18

Dates of meetings held during the year
Held Attended
Mr. Amit Sharma Independent Director Chairman 4 3 May 04 2017 July 19 2017
Mr. Arvind Thakur Executive Director Member 4 4 October 17 2017
Mr. Vijay K Thadani Non-Executive Promoter Director Member 4 4 January 18 2018

Corporate Social Responsibility (CSR)

In terms of provisions of section 135 of the Companies Act 2013 & Rule 9 ofCompanies (Corporate Social Responsibility Policy) Rules 2014 read with variousclarifications issued by Ministry of Corporate Affairs the Company has a CSR Committeewhich formulate and recommend to the Board a Corporate Social Responsibility (CSR) Policyindicating the activities to be undertaken by the Company as per Schedule VII to theCompanies Act 2013 recommending the amount of expenditure to be incurred and monitoringthe expenditure and activities undertaken under the CSR Policy of the Company.

The composition of the Committee and details of the Meetings and attendance during theFY2017-18 are as under:

Name of the Corporate Social Responsibilities Committee member Category Designation

Number of meetings during the Financial Year 2017-18

Dates of meetings held during the year
Held Attended
Mr. Surendra Singh Non Executive- Independent Chairman 1 1 May 04 2017
Mr. Amit Sharma Non Executive- Independent Member 1 1
Mr. Ashwani Puri Non Executive- Independent Member 1 1
Mr. Arvind Thakur Executive Member 1 1

The Company has undertaken activities as per the CSR Policy (available Company'swebsite www.niit-tech.com) and the details are contained in the Annual Report on CSRActivities given in Annexure-B forming part of this Report. The Company's approachis to spend on activities for the welfare of society under Corporate Social Responsibilityactivities ensuring that the total spend in each financial year would be above the levelprescribed under the Companies Act 2013. As part of its CSR initiatives the Companycontinued its CSR drive around Education Employability and Infrastructure support. In oursustained efforts to take our CSR initiatives forward we continued with the Scholarshipprogram for deserving students in NIIT University. NIIT Institute of InformationTechnology "TNI" a society registered under the Societies Act 1860 (CentralAct No 21 of 1860) in the office of Registrar of Societies Government of NCT of Delhihas set up NIIT University "NU" as a private University at Neemrana Dist.Alwar Rajasthan.

Some High Impact Programs at Organization Level in the area of Education &Employability –

1) SHIKSHA Dankaur Village Greater Noida - A Career Development Centre providing ITand employability training to the underprivileged students in and around Dankaur village.The center was launched by NIIT Technologies in collaboration with NIIT Foundation on 2ndDec 2015. In the last financial year the center touched the lives of around 1609underpreviledged students of the community and placed 122 students.

2) SHIKSHA Madanpur Khadar Delhi – On 1st January 2017 the organization enhancedits reach further by adopting the Madanpur Khadar Center partnering with NIIT Foundation.The center focusses on providing IT and employability training to the underprivilegedstudents in and around Madanpur Khadar area in Delhi. Since its inception in January 2017the center has impacted around 1635 underprivileged students including some differentlyabled students as well. The center also provided placements to 261 students.

3) Sponsorship to Noida Deaf Society for running Vocational and Pre-employment trainingfor 75 Deaf Youth out of which 50 youth to be provided employment in the one year period.This course started in April 2017. Total 120 deaf students underwent the Pre-EmploymentTraining and 52 got placed in Hospitality and Retail sectors.

High Impact Programs at Location Level:

1) Infrastructural support to Schools –a. Jaganpura Primary Govt. School primaryschool near the Greater Noida Campus. NTL constructed a classroom which has now beenconverted into a smart class through government intervention. A badminton court was alsoconstructed for holistic development of the primary school students. b. Murshadpur PrimaryGovt. School and Middle School primary and middle school near the Greater Noida Campus.Shed construction work was undertaken for Anganwadi children and window repair work wasundertaken for the school in the last year. c. Garbara Govt School primary and middleschool near Greater Noida Campus. The company provided drinking water facility to theschool along with creating a play area with swing slide and climber for holisticdevelopment of students. d. Welfare Centre for Persons with Speech and Hearing ImpairmentGurugram. The company sponsored an

Art and Craft teacher for imparting skills like quilling embroidery stitching paperbags to the students of the center so that they can lead self-reliant lives. During thelast year the teacher who is herself a speech and hearing impaired impacted the lives ofover 20 deaf and mute students. The company also constructed badminton court for the deafand mute students at the center. e. Oxus Valley School in Kaushambi. The company partneredwith Lovecare Foundation in supporting Oxus Valley School by providing a computer facultylast year. This intervention impacted 137 students by making them computer literate. Thecompany also donated items necessary for day to day operations to the school like tablesdesk kits school bags Almiras projector white board blackboard.

2) Teaching drive at Murshidpur Primary Govt School and Jaganpur Primary Govt School.The company reinforced its commitment to providing quality education to the adopted Govtschools through an year long teaching drive for class 3rd 4th and 5th. NIITians from theBFS vertical at the Greater Noida Campus sponsored an year long teaching drive at Jaganpurand Murshidpur Govt Primary School. The volunteers from BFS vertical took time out oftheir busy schedules and taught Maths and English to students in Class 3 4 and 5impacting over 100 students. This drive got concluded in early March.

3) Location level events conducted – Stationary donation Diwali and Christmascelebrations Educations Trip Career Counselling sessions at schools and orphanages

Compliance with the Code of Conduct

The Company has "NIIT Technologies Limited – Code of Conduct" (Code).The Code is available on the website of the Company (URL is - https://www.niit-tech.com/investors/code-conduct). The Chief Executive Officer of the Company has given adeclaration that the Directors and Senior Management of the Company have given an annualaffirmation of compliance with the Code of Conduct during the year 2017-18.

Prevention of Insider Trading

The Company has formulated and adopted a Policy in accordance with the requirements ofSEBI (Prohibition of Insider Trading) Regulations 2015. The Policy lays down theguidelines procedures to be followed and disclosures to be made while dealing with theshares of the Company alongwith consequences for violation. The policy is formulated toregulate monitor and ensure reporting of deals by employees and maintain highest level ofethical standards while dealing in the Company's securities. The Company's Code of FairDisclosure is also placed on the website of the Company (URL is https://www.niit-tech.com/investors).

Performance Evaluation of the Board

Pursuant to the provisions of the Section 134 and 178 of the Companies Act 2013 andRegulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Board has carried out the annual performance evaluation of its own performancethe Directors individually as well as the evaluation of the working of its StatutoryCommittees. The evaluation was done based on one to one interactions which covered variousaspects of the Board's functioning and its Committees. The Committee members noted thatpursuant to Section 178 and other applicable provisions of the Companies Act 2013 andSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 the Committeeis required to carry out performance evaluation of every Director of the Company.

The evaluation was done on the suggestive parameters and based on the criteria fixed bythe members in their meeting held on May 4 2017 which inter-alia included contribution ofthe individual director to the Board and Committee meetings like preparedness on theissues to be discussed meaningful and constructive contribution and inputs in meetingsattendance and availability etc. The Committee members carried out evaluation based ondiscussions and one to one interaction and assessments under an internal assessmentprocess as per the decision of the members.

The Committee discussed and completed the performance evaluation and authorized theChairperson to communicate the same to the Board.The performance evaluation of theIndependent Directors was carried out by the entire Board excluding the Director beingevaluated. The performance evaluation of the Chairman and the Non Independent Directorswas carried out by the Independent Directors. The Directors expressed their satisfactionwith the evaluation process.

Managerial Remuneration & Particulars of Employees

The information required under section 197(12) read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is provided in Annexure-C.Further the managerial remuneration is also provided in the Corporate Governance Report.

The information as required under Section 197(12) of the Companies Act 2013 read withRule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is applicable and forms part of the Report.

However as per first proviso to Section 136(1) of the Act and second proviso of Rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014the Report and Financial Statements are being sent to the Members of the Company excludingthe statement of particulars of employees under Rule 5(2) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014. Any Member interested in obtaininga copy of the said statement may write to the Company Secretary at the Registered Officeof the Company and the said annexure is also open for inspection at the Registered Officeof the Company.

POLICIES OF THE COMPANY

Nomination & Remuneration Policy

PursuanttotheprovisionsSection178(3)oftheCompanies Act 2013 the Board has on therecommendation of the Nomination and Remuneration Committee framed a policy for selectionand appointment of Senior Management and their remuneration. The Remuneration Policy isstated in the Corporate Governance Report.

Vigil mechanism/Whistle Blower Policy

In view of the requirement as stipulated by Section 177 of the Companies Act 2013 readwith Rule 7 of the Companies (Meeting of Board & its power) Rules 2014 and CorporateGovernance under SEBI (Listing Obligations & Disclosure Requirements) Regulations2015 the Company has complied with all the provisions of the Section and has adopted aWhistle Blower Policy duly approved by the Audit Committee to report concerns aboutunethical behaviour actual & suspected frauds or violation of Company's Code ofConduct and Ethics. The policy is hosted on the website of the Company and the URL for thesame is https://www.niit-tech.com/sites/ default/files/Whistle-Blower-Policy-upload.pdf.The same provides for adequate safeguards against victimisation of director(s)/employee(s) who avail of the mechanism and also provides for direct access to the Chairmanof the Audit Committee in exceptional cases. It is affirmed that no person has been deniedaccess to the Audit Committee.

Policy for Determining Material Subsidiaries

The policy for determining the material subsidiaries of the Company is available on theWebsite of the Company and the URL is:https://www.niit-tech.com/sites/default/files/PolicyonMaterial-subsidiary.pdf.

Risk Management Policy

The Company has developed and implemented a risk management framework foridentification of elements of risk which in the opinion of the Board may threaten theexistence of the Company.

Dividend Distribution Policy

Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 mandates top 500 Listed Companies on their market capitalization as calculated on the31st day of March of every year to frame a Policy for Distribution of Dividend.Accordingly the Company adopted the said Policy during the FY2017. This policy aims atlaying down a broad framework for considering decisions by the Board of the Company withregard to distribution of dividend to shareholders and/or retention or plough back of itsprofits. The Policy is enclosed as Annexure - D of the Report and is also availableon the website of the Company at https://www.niit-tech.com/sites/default/files/Dividend-Distribution-Policy.pdf

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of energy and environment-friendly initiatives

Consistent with and inspired by its corporate vision values and mission NIITTechnologies aims to grow its business profitably while minimising the impact of itsbusiness operations on the environment. The Company has been proactively adopting andinitiating multiple environment-friendly measures aimed at conservation of resourcesincluding energy and water recycling or efficient disposal of waste as well asleveraging the use of renewable resources where possible.

As a global leader in Consulting Technology and Outsourcing Services the Company iscommitted to environmental sustainability. While creating new infrastructure itemphasises not only on creating world class and cost effective infrastructure but also onenergy efficiency renewable energy sources sustainable construction materials waterconservations and waste management.

At its largest facility spread over 25 acres in Greater Noida eco-efficiency andenvironment-friendliness is weaved intricately into all aspects of operations. Being arelatively new SEZ facility environmental sustainability has been a key objectiveunderpinning its design and function right from the blueprint stage to its becomingoperational. Over the years state-of-the-art technologies systems and processes aimedat ensuring minimal environmental impact and adoption of best-in-class practices haveenabled the Company to register significant improvements in its ability to reduce energyconsumption increase recycling of water and facilitate effective waste management.

The Company recognizes energy as a precious resource and continuously explores andimplements ways to reduce its consumption of energy. As part of these efforts the Companykeeps assessing the demand-side to bolster its energy efficiency while also investing innew technologies that either make its infrastructure more energy efficient or allow it toreplace conventional energy sources with renewable ones wherever possible.

At NIIT we understand that taking care of environment is everybody's responsibility andto meet this requirement awareness on environment and its resources is imparted throughinduction programme.

At its Greater Noida campus NIIT Technologies has been able to mark multipleaccomplishments on the environmental front during FY 18 Company strives for: a. Furtherreduction of energy consumption by 5% through datacenter consolidation enhancement ofsolar power grid system and using occupancy sensor and other best practices b. Significantincrease in the recycling of water (approx. 20 lacs litres per month) using second STPplant while also using technologies to minimize its consumption. Water extraction fromGround reduced by 10% annually. c. Better waste management for both organic and e-wastewith substantial progress already made:

- Organic waste is being converted into compost for use in its grounds' green areas andgardens i.e. conversion of waste into Compost is avg. 405 kg of manure per month. Manureis used for internal horticulture purpose.

- E-waste is collected and formally handed over to registered and certified disposalvendor through an auction process.

- Paper waste being recycled and receiving recycled paper in lieu.

- Removal of paper cups used for tea/coffee and for the purpose infrastructure wasmodified and employees were encouraged to bring their own cups for tea and coffee.

- To minimize plastic waste generation use of plastics carry bags by vendors insideNIIT premises is banned and at pilot level plastic bin liners are replaced with recycledpaper bin liners.

- Efficient transport practices with 100% conversion of company cabs and buses to CNGbased vehicles.

- All hazardous waste is channelized through authorized vendor for proper disposal andrecycling.

These have been made possible by investments and initiatives towards energy efficientChillers VFDs VAVs High Energy Efficient Glass on external faade of buildings wall& ceiling insulation LED lights Solar Energy for internal & external lighting aswell as for hot water generation and recycling of waste water along with a host ofadditional new technologies like the use of decomposers for waste management.

The Company strives to recover reuse or recycle its workplace tools such as copierscomputers and paper. The policy for asset sale donation and disposal outlines whatemployees should do with technology assets that are not being fully utilized or havereached their end of useful life.

All these efforts investments and achievements of NIIT Technologies on theenvironmental front have gained following recognitions.

ISO 14001:2015 (Environment Management)

OHSAS 18001:2007 (Occupational Health and Safety Assessment Series) LEED PlatinumCertification Operation & Maintenance for existing tower (phase 1 building) at GreaterNoida campus from USGBC (US Green Building Council). NIIT Technologies has completelymoved its global e-mail collaboration and peer-to-peer communication and content sharingservices from on-premises infrastructure to the Microsoft Office 365 cloud thusconsiderably reducing its on-premises power consumption and carbon footprint. Moreover bymaking Skype for Business the de-facto peer-to-peer communication and content sharingstandard for the company local commuting and long distance travel for face-to-facemeetings has reduced while simultaneously improving employee time management andproductivity.

Technology absorption and R&D (Research & Development)

NIIT Technologies strives to be a leader in the early adoption of new path breakingand disruptive technologies that strengthen its ability to maintain its leadershipposition across its industry verticals of focus. Towards that end it continuallyevaluates and embraces new technologies and business models and makes investments indeveloping or acquiring intellectual property (IP) in addition to upgrading its existingIP assets.

"In line with its track record of keeping pace with the emergence of new servicesor technologies with disruptive potential the Company has reinforced its Digital Servicesofferings portfolio by making strategic investments in Incessant Technologies and RuleTekin recent years." As a result NIIT Technologies is now able to offer solutions indigital experience digital integration and digital analytics. Recently the Company alsolaunched its

Digital Innovation Centre (DIC) in Hyderabad which will provide a global platform forresearch and technological development to tap new market opportunities for DigitalIntegration. Equipped with state of the art IT infrastructure and Internet of Things (IOT)labs this DIC will serve as a hub for innovative thinking and will play a key role in theCompany's success going forward as a dominant digital services player in its chosenareas of focus.

The Technology Innovation Center (TIC) based out of Bangalore continuously scans thetechnology radar and focuses on niche and emerging technologies in exploring andincubating them thereby equipping the company to be in the technology forefront with acompetitive advantage. Its current focus is on Artificial Intelligence Augmented RealityBlockchain Internet of Things (IoT) Recommendation Engine based on various MachineLearning techniques Design Thinking and Algorithm Design & Development. Thisresulted in gearing up the company further on its focus and emphasis on innovation andapplied R&D carving out new service offerings.

Foreign Exchange Earnings and Outgo

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 Year 2017-18 Year 2016-17
Foreign Exchange Earnings 14769 13991
Foreign Exchange Outflow 6070 5702

Details of significant and material orders passed by the Regulators or Courts orTribunals impacting the going concern status and Company's operations in future

During the year no order was passed by the regulators or courts or tribunals impactingthe going concern status and company's operations in future.

Details in respect of adequacy of internal financial controls with reference to theFinancial Statements

The Company is having a strong internal control system for all the processes to ensurethe reliability of the financial reporting and timely feedback on achievement ofoperational objectives.

The Company monitors and evaluates the efficacy and adequacy of internal controlsystems in the Company its compliances with operating systems accounting procedures andpolicies of the Company. Based on the report of Internal Audit Function process ownersundertake corrective action in their respective areas and thereby strengthen controls. Allsignificant audit observations and corrective actions thereon are presented to the AuditCommittee for its review and suggestions.

Details of Subsidiary/Joint Ventures/Associate Companies

As on March 31 2018 the Company has subsidiaries in the United States of AmericaUnited Kingdom Germany India Singapore Thailand Australia Dubai Spain Philippines& Brazil.

Details about the companies which have become/ ceased to be subsidiaries during theFinancial Year

The Company has not acquired any company during the year. Although the Companyacquired 19% more stake in the equity share capital of Incessant Technologies Pvt. Ltd. inMay 2017 aggregating to 70% of the total share capital of Incessant.

The subsidiary in Philippines is in the process of liquidation and subsidiary inSwitzerland has been closed.

During the year Incessant Technologies Pvt. Ltd. subsidiary of the Company hasacquired 55% of the share capital of the Ruletek LLC USA in the month of May 2017.

Performance and financial position of each of the subsidiaries associates and jointventure companies included in the consolidated financial statement.

During the year the Board of Directors reviewed the affairs of the subsidiaries.

Pursuant to provisions of Section 129(3) of the Companies Act 2013 a statementcontaining a report on the performance and financial position of each of the subsidiariesassociates and joint venture companies is included in the consolidated financial statementand the same has been annexed to this Report as AOC-1 given in Annexure E.

In accordance with the provisions of Section 136 of the Companies Act 2013 theaudited Financial Statements of the Company consolidated Financial Statements alongwithrelevant documents are available on the website of the Company i.e. www.niit-tech.com. TheFinancial Statements are also open for inspection at the Registered Office of the Companyon all working days (i.e. except Saturdays Sundays and holidays) between 10:00 a.m. to1:00 p.m.

Particulars of loans guarantees or investments under section 186 of the Companies Act2013

The Company has not given any loan to any person and any other body corporate. Thedetails of investments in securities of other body corporates is given as under:

Amount in Local

Outstanding Amount in INR

Particulars Currency Purpose
Currency (In Mn.) as on 31.03.18 (In Mn.)
Issued to Citibank NA on behalf of NIIT Technologies Limited UK 7.50 USD 486 Working Capital Loan
Issued to Citibank NA on behalf of NIIT Insurance 3.00 USD 195 Working Capital Loan
Technologies Limited Issued to Citibank NA on behalf of NIIT Technologies Limited Thailand 1.50 USD 97 Working Capital Loan
Total 1427

The details of the securities acquired by the Company of other body corporates is givenas under:

Investment in Subsidiary Companies Investment value as on March 31 2018
(Amt. in INR)
2837887 (31 March 2018: 2837887; 01 April 155790698
2017) 2837887 Shares having no par value in NIIT
Technologies Inc. USA 16614375 (31 March 2018: 16614375; 01 April 2017) 702818750
16614375 Shares of 1 Singapore $ each fully paid-up in NIIT Technologies Pte Ltd. Singapore 3276427 (31 March 2018: 3276427; 01 April 2017) 204426821
3276427 Shares of 1 UK Pound each fully paid-up in NIIT Technologies Ltd. UK 890000 (31 March 2018: 890000; 01 April 2017) 8900000
890000 Equity Shares of Rs 10/- each fully paid-up in ESRI India Technologies Limited India 537900 (31 March 2018: 537900; 01 April 2017) 184762155
537900 Equity Shares of Euro 1 each fully paid-up in NIIT Technologies GmbH Germany 50000000 (31 March 2018: 50000000; 01 April 2017) 500000000
50000000 Equity Shares of Rs 10/- each fully paid-up in NIIT SmartServe Limited India 1000000 (31 March 2018: 1000000; 01 April 2017) 223813064
1000000 Equity Shares of Euro 1 each fully paid-up in NIIT Airline Technology GmbH Germany 5000 (31 March 2018: 01 April 2017) 5000 Ordinary 63141800
Shares of 1000 AED each fully paid in NIIT Technologies FZ LLC Dubai 5000000 (31 March 2018: 5000000; 01 April 2017) 25000061
5000000 Equity Shares of Rs. 10 each in NIIT Technologies Services Limited India 2833342 (31 March 2018: 2833342 31 March 2017) 2385993580
2064292; Equity Shares of Rs. 2 each in Incessant Technologies Private Limited India [Refer Note 41] 10000 (31 March 2018 10000; 01 April 2017)10000 38867570
Shares of Peso 100 each in NIIT Technologies Philippines Inc. Phiippines*

* During the year ended March 312018 the Board of Directors has approved the proposalfor closure of NIIT Technologies Philippines Inc and accordingly the Company has impairedthe investment in the subsidiary.

Particulars of Contracts or arrangements with Related

Parties

All the Related Party Transactions are entered on arm's length basis and in ordinarycourse of business. All the transactions are in compliance with the applicable provisionsof the relevant Acts and the SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015. There are no related party transactions entered by the Company whichmay have potential conflict with the interest of the Company at large. The Related PartyTransaction Policy deals with the review and approval of related party transactions. TheBoard of Directors of the Company has approved the criteria for making the omnibusapproval by the Audit Committee within the overall framework of the policy on relatedparty transactions as approved by the Board. The same is uploaded on the website of theCompany and the URL of same is:https://www.niit-tech.com/sites/default/files/NIIT-Technologies-Limited-RPT-policy-Summarized-2909.pdf.A Statement of all related party transactions is presented before the Audit Committee on aquarterly basis and prior/ omnibus approval is also obtained for the entire yearspecifying the nature value and terms and conditions of the transactions. None of thetransactions with the related parties fall under the scope of Section 188 (1) of theCompanies Act 2013. The details of Related Party transactions pursuant to Section 134(h)of the Act read with Rule 8 of the Companies (Accounts) Rules 2014 are given in Form No.AOC-2 in

Management Discussion and Analysis Report

In terms of Regulation 34(e) of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 the Management's Discussion and Analysis Report is setout in this Annual Report.

Business Responsibility Report

The SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015mandates the inclusion of Business Responsibility Statement (‘BRR') for top 100listed companies based on market capitalization. In compliance with the same we haveintegrated BRR as part of the Annual Report.

Corporate Governance

In terms of Regulation 34 of the Securities Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 a Report on CorporateGovernance along with Compliance Certificate issued by Statutory Auditor's in terms ofPart E of Schedule V of the said Regulations of the Company forms integral part ofCorporate Governance Report.

Scheme of amalgamation

The scheme for merger of PIPL Business Advisors & Investments Private Limited andGSPL Advisory Services and Investment Private Limited (part of the Promoter/Promoter Groupof NTL) with the Company has been approved by the Board subject to approval by NCLT undersection 230-232 of the Companies Act 2013 and other regulatory approvals. The approval isyet to be received.

Compliance with applicable Secretarial Standards

The Company is in compliance with the applicable Secretarial Standards issued byInstitute of Company Secretaries of India and notified by the Ministry of CorporateAffairs with all amendments thereto.

AUDITORS & AUDITORS' REPORT/CERTIFICATE

a. Statutory Audit:

M/s S R Batliboi & Associates LLP (FRN 101049W/ E300004) have carried out StatutoryAudit under the provisions of section 139 of the Companies Act 2013 for the financialyear 2017-18. The Report given by Auditors forms part of this Report. The Auditors Reportto the Shareholders does not contain any qualification reservation or adverse remarks.

b. Secretarial Audit:

During the year the Board of Directors of the Company had appointed Mr. Ranjeet Pandey(Membership No.5922) of M/s Ranjeet Pandey & Associates Company Secretaries (CPNo.–6087) in Whole-time Practice to carry out Secretarial Audit under theprovisions of Section 204 of the Companies Act 2013 and the Rules framed thereunder forthe Financial Year 2017-18. The Secretarial Audit Report for the financial year ended 31stMarch 2018 was considered by the Board in its meeting held on May 04 2018 and the saidReport given by Secretarial Auditors is annexed to this Report as Annexure G. TheSecretarial Audit Report does not contain any qualification reservation or adverseremarks which needs any explanation or comment of the Board.

c. Auditors Certificate on Corporate Governance:

As required by SEBI (Listing Obligations & Disclosure Requirements) Regulations2015 the Auditor's Certificate on Corporate Governance is provided under the CorporateGovernance Report. The Auditors Report to the Shareholders does not contain anyqualification reservation or adverse remarks. d. No fraud has been reported by theAuditors to the Audit

Committee/Board or any other relevant authority.

HUMAN RESOURCE INITIATIVES

To maintain and develop ongoing competitiveness and adaptability it is imperative toinvest in organizational capability development. NIIT Technologies has been addressingthese needs through several initiatives. Let's take a look at these initiatives.

Service Culture

As part of our culture change journey which has been driven by our service vision"New Ideas More Value" over

1005 NIITians have undergone the ‘Uplift Your Service' Training this year.

Diversity & Inclusiveness

At NIIT we have been addressing Gender Diversity holistically while hiring andthrough providing an enabling environment to learn and grow.

As the 1st step to enable women continue to be in workforce after maternity we setupour Cradle which is the ‘home away from home' for our little NIITians.

Thereafter we launched EMPOWER which signifies Enable Mentor and PrepareOrganization's Women for Equal Representation to look at Gender Diversity holistically.

Under the aegis of EMPOWER we sensitized our leaders returning mothers and womenleaders. Some key initiatives over the past few months:

- Sent some of our Returning Mothers for ‘Breakthrough – career resilience'an external program spanning 8 months.

- Leaders were educated on unconscious biases through our ‘With Due Respect'program series.

- We initiated a yearlong education and coaching program ‘Reach for the SkyProgram' for enabling mid-level women leaders to break through the glass ceiling.

- Women are known to be taking full charge of people around them but neglectingthemselves. They also don't take any networking breaks. We enabled a series networkingevents for all our staff members (not limited to women) to connect with each other andlearn about ‘Taking Charge' of various aspects of their lives.

Sensitization sessions are frequently conducted towards Prevention of SexualHarassment and the policy for the same. Through Pan India training sessions 3705 staffmembers in India have been educated on the subject. A one day refresher program on POSHwas organized exclusively for all the ICC (Internal Complaints Committee) members at theGreater Noida Campus to educate them on provisions of the Prevention of Sexual Harassmentat workplace Act. A diverse set of case studies were taken upto enable a thoroughunderstanding of the intricacies of the law and our approach to deal with any instance ofharassment.

Digital Transformation

INTELLIGENT learning platform NTL Percipio

Self-Skilling the way forward

IT- BPM is undergoing digital revolution and therefore the need for a revolution inskills has arisen immensely. With the advent of new emerging technologies companies areexpecting their technology partners to act as true advisors in their digital journey.Indian IT-BPM firms have undertaken initiatives to build a culture of continuous andself-learning to enable technovators stay abreast of latest emerging technologies and befuture-ready.

To meet the demands of future skills and to keep NIITians abreast on latesttechnologies NIIT Technologies in association with SkillSoft has launched a newINTELLIGENT learning platform NTL PERCIPIO that delivers an immersive learningexperience. NTL Percipio delivers more control over the content and user experiencecreating more personalized learning and providing access to the best curated content onthe market in a truly immersive experience Using NTL Percipio NIITians can make the mostof their precious time and create a lasting impact. They can decide when where and howto learn through curated channels and micro-learning videos. The curated learning pathswill help NIITians self-direct their learning which is part of the cultural change we aretrying to build inside our organization. This will save us time and talent curatinginternally in the organization.

Key Benefits for NIITians

ELSA: Enabling Embedded Learning

Give NIITians the ability to search discover and learn in the context of theireveryday work using the Embedded Learning Synchronized Assistant (ELSA) browser plug-in.NIITians can search a term in ELSA to find videos books and audiobooks without leavingtheir browser.

Engaging Learning Experience

NIITians get to use an intelligent eLearning platform modeled after the consumer webexperiences. A simple interface personalized learning playlists and one-click access toengaging content that is automatically updated and is mapped to align to competencies andskills.

Multiple Learning Modalities

NIITians can now choose how they want to learn using videos books audiobooks andmore. Watch read and listen to content that is curated across over 500 channels andautomatically updated by expert curators.

Accelerated Learning

Micro-learning (three to five minute videos) that fits into busy schedules and amobile app so learning can happen anywhere anytime and on any device.

Pre-curated channels to address Critical Skill Gaps

Experience over 500 pre-curated channels mapped to the critical competencies.

Enhanced Content Discovery

Take advantage of Elastic search used by Facebook Netflix and eBay to quickly findmicro learning videos courses channels and books.

Personalized Learning experience

NIITians will have a personalized learning experience with internal and third-partycontent (Youtube videos TED Talks) personalized homepage playlists option to pick uplearning where they left off and receive assignments. NIITians can add any type ofcontent to a playlist to access at another time on their personalized home page. Thisfeature addresses the NIITian's specific areas of interest based on a quick two-steponboarding assessment.

The new enterprise learning platform will provide over 26000 learning assets acrosstechnology domain operations sales management leadership areas allowing everyNIITian to take charge and charter their own learning paths.

Leadership Development

NAFL NTL Academy for Future Leaders focuses on leadership development in theorganization. The overall development of the leaders is addressed through multipletraining programs followed by learning consolidation activities. These activitiesemphasize hands on practice of the concepts introduced in programs that run under NAFL.This year NAFL introduced a bouquet of one-day workshops along with Webinars on"Project Portfolio Management using Agile" "IT Risk Management""Leading Complex Projects" and many more.

Another critical program that runs under NAFL is NGLP

"The NTL Global Leadership Program" which is the essential managementdevelopment program that lays the foundation to step into executive leadership. This isdesigned to help senior business leaders thrive in a global environment and also help ourcore team develop holistic leadership skills from a Business and People perspective. Everyinteraction work project initiative; every strategic or tactical imperative a companytries to accomplish is affected positively or negatively by trust. If our team enjoys atrust dividend then trust becomes the great "performance multiplier." If onthe other hand our organization is paying a Trust Tax then everything one does takesmore time and costs more money. With a perspective that Trust is more than a nice-to-havesoft social virtue; it is a hard-edged economic driver. NAFL has initiated a packagedprogram on "Leadership at the SPEED of TRUST" at various levels of theorganization.

All the initiatives undertaken were widely appreciated within the organization and havehelped us better engage with NIITians allowing us to maintain a healthy work environment.

Prevention/Prohibition of Sexual Harassment of women at workplace

The Company has a policy on Prohibition/Prevention of Sexual Harassment of Women atworkplace and matters connected therewith or incidental covering thereto all the aspectsas contained in "The Sexual Harassment of Women at the Workplace (PreventionProhibition & Redressal) Act 2013. The Company believes in providing a congenialatmosphere to work for all employees which is free from discrimination and harassmentwithout regard to caste religion marital status and gender. During the year the Companyconducted various awareness programs and workshops at all locations. During the year theCompany received two complaints pertaining to this which were duly resolved.

Awards and recognitions

The Company has been recognized in several important ways at the national and globallevels related to its leadership in specific industry verticals and its robust HRpractices.

- Conferred with Aegis Graham Bell Award for "Innovation in Cloud" category

- ESRI India won Aegis Graham Bell Award for "Innovative EnterpriseSolutions" category

- Won EE Employee Engagement award in UK

- ESRI India recognized as ‘Best Smart Cities Solution Provider in GIS' at the ETNow CSR Global Leadership Awards

- Felicitated with International Airport Review Award in Terminal Operations

- Won HRO Today award for Excellence in Rewards & Benefits

- Conferred with Business World HR Excellence awards for Change Management

- Gold winner of the 2017 ITSMA Marketing Excellence Awards

- Received ‘Automation Project of the Year' award from Global Sourcing Association- EU and India

- Conferred with Asia Pacific HRM Congress awards for "Organization withinnovative HR practices" The Company also acquired Analyst Recognitions (FY2018(April 2017-Mar 2018 in descending order)

- Positioned as a Major Contender and a Star Performer in Everest Group's CapitalMarkets PEAK MatrixTM 2017

- Identified as an Innovator in NelsonHall's Digital Transformation Services NEAT

- NIIT Technologies covered as a market player in a recent Gartner report"Competitive Landscape: IT Services Providers to the Global Insurance Industry"Derry N. Finkeldey 08 August 2017

- Featured in HfS 2017 AI-Powered OneOffice Premier League

- Positioned as a Major Contender and a Star Performer in Everest Group's "ITApplication Outsourcing in Insurance PEAK MatrixTM 2017"

- Featured in Forrester Case Study: Airports Authority Of India Achieves ContinuousOperations Despite Natural Calamity. The Comprehensive Planning Recovery Automation AndFrequent Testing Of AAI And NIIT Technologies Delivers Results

- Positioned as a Leader in the NelsonHall 2018 Wealth & Asset Management BPS NEAT

ACKNOWLEDGEMENTS

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 of theCompany's shareholders and remain committed to enabling the Company achieve its growthobjectives in the coming years.

For and on behalf of the Board of Directors
Rajendra S Pawar
Place: Noida Chairman
Date : May 04 2018 DIN: 00042516