Ride The Cloud A NEW WAY OF LEARNING ANNUAL REPORT NIIT LIMITED

Transcription

1 Ride The Cloud A NEW WAY OF LEARNING ANNUAL REPORT NIIT LIMITED

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3 NIIT LIMITED ANNUAL REPORT TABLE OF CONTENTS Page No. CHAIRMAN S MESSAGE 2 CORPORATE INFORMATION 4 NIIT AT A GLANCE 6 FINANCIAL HISTORY 10 NOTICE 11 DIRECTORS REPORT 14 MANAGEMENT DISCUSSION AND ANALYSIS 21 CORPORATE GOVERNANCE REPORT 34 FINANCIAL STATEMENT OF NIIT LIMITED 51 CONSOLIDATED FINANCIAL STATEMENT OF NIIT LIMITED (GROUP) 97 FINANCIAL SUMMARY OF SUBSIDIARY COMPANIES 142 PROXY FORM AND ATTENDANCE SHEET 143 Ride The Cloud 1

4 CHAIRMAN S MESSAGE Dear Shareowers, The fiacial year cotiued to be a challegig period for the Idia ecoomy, with GDP growth slippig to five percet, the lowest i the last te years. Slow pace of reforms, policy ucertaity, foreig exchage volatility ad high iterest rates further dampeed busiess setimet ad caused hirig to declie. Impacted by the sluggish eviromet, the IT-BPM sector, traditioally a major recruiter geerated fewer jobs, with compaies eve deferrig the joiig dates of thousads of fresh graduates hired by them. O the more positive side, sectors such as Bakig remaied robust. The schools market also experieced expasio ad growth, with private schools actively embracig techology solutios ad demadig offerigs that would give them a competitive edge. At a global level, it was the corporate traiig market that demostrated high potetial. Compaies, especially i the USA, ehaced their learig budgets ad outsourced their traiig fuctios to orgaisatios kow for improvig the efficiecy ad effectiveess of employee skillig. Your Compay proactively hadled both the highs ad the lows of the eviromet, takig measures to overcome the challeges ad ride the wave of emergig opportuities. NIIT cotiued to build tractio i the four growth platforms idetified last year - essetially the NIIT Cloud Campus for idividuals, Maaged Traiig Services (MTS) for corporatios, Guru solutios for schools ad NIIT Yuva Jyoti for impartig vocatioal skills traiig to youth. The Cloud i fact, became the driver of your Compay s visio of usherig i a ew way of learig. Durig the year, NIIT took its pioeerig Cloud-based offerigs across its four platforms of growth, makig available ew-age skills to studets ad learers across geographies. Owig to these developmets, each of the idetified platforms saw growth. Based o these positives, NIIT also wo several idustry accolades durig the year icludig the Top IT Traiig Compay Award 2012 for the 20th year i successio by Cybermedia publicatios. Your Compay raked amog the Top 10 Idia s Best Compaies to Work for 2012, a listig brought out by Great Places to Work Istitute. FINANCIAL PERFORMANCE The adverse ecoomic coditios, coupled with a temporary squeeze i hirig by the IT sector, reflected i the studet s setimets, thereby leadig to a lower YoY performace. For the fiacial year , your Compay recorded Net Reveue of Rs Cr, with a PAT of Rs 26.3 Cr. Recogisig that its fiacials were beig impacted by exteral market coditios as well as the drop i IT traiig reveues, your Compay respoded quickly ad proactively, restructurig its busiess to cut debt levels ad udertake cost ratioalisatio. Your Compay also exited capital-itesive models across busiesses to improve cash flow. BUSINESS OPERATIONS Despite a drop i mometum, NIIT s Idividual Learig Solutios (ILS) busiess cotiued to be the largest cotributor to its turover, accoutig for 48 percet of the reveues for the year. While hirig by the IT-BPM idustry dropped by over 20 percet i FY13, compaies showed a icreasig preferece for just-i-time erollmet of skilled people. Your Compay s campus placemets therefore remaied strog at over 36,000, represetig a margial decrease of four percet as compared to the previous year. Ride The Cloud 2

5 I order to further spur ILS growth, NIIT stepped up its ivestmet i the Cloud Campus, erichig the platform ad offerig it i a ew versio from 150 cetres ad with 50 courses. The wide rage of higher realisatio traiig programmes i IT, Bakig, Global Fiace, Maagemet, Mobility, Digital ad Social Media Marketig uder the Cloud Campus TM helped trasform learers ito first-day first-hour idustry-ready professioals. The Cloud Campus delivery platform also eabled your Compay to achieve higher scalability with available resources, lower delivery costs, ad achieve better capacity utilisatio. The rise of career opportuities i verticals such as bakig durig further boosted NIIT s bakig courses as well as its Maagemet Educatio programmes. Durig the year, NIIT s bakig ad fiacial traiig arm, the Istitute of Fiace Bakig ad Isurace Traiig Limited (IFBI) cotiued to beef up its rage of offerigs for the sector, addig a course to prepare people for the role of sales officers withi baks. Your Compay s Maagemet ad Leadership developmet programmes for workig professioals, delivered through NIIT Imperia, as well as its offerigs for Busiess Process Maagemet/KPO traiig i joit veture with Gepact saw strog growth i FY13. NIIT s Corporate Learig Solutios (CLS) busiess, ecompassig Maaged Traiig Services (MTS), kept your Compay s flag flyig. CLS grew at 19 percet o a cotiuig busiess basis durig the year o the stregth of its MTS busiess acquirig five ew marquee customers i MTS ow accouts for 72 percet of CLS busiess mix. The performace of your Compay s School Learig Solutios (SLS) busiess was catalysed by its Guru suite of products, targeted at private schools. NIIT Guru, a idetified platform for your Compay s growth, helped SLS sig 817 schools i FY13. Reveues from the NGSA segmet ow cotribute to 43 percet of the overall SLS busiess. As far as NIIT s Skills Buildig Solutios (SBS) busiess was cocered, FY13 represeted the first full year of its operatio. SBS registratios crossed the 4,800 mark, with the divisio addig 28 ew cetres to its etwork durig the year. LOOKING INTO THE FUTURE Goig forward, your Compay iteds to be back o its growth trajectory buildig o the successes it has achieved across its four idetified platforms of growth, aliged to the Cloud. Drive by these busiesses, NIIT will cosolidate its leadership positio i the idustry. I the year ahead, your Compay will cotiue to focus o products ad services that haress the power of cloud techology to drive growth ad profitability. We are already o a path of fiacial prudece ad takig steps to reallocate capital ad exit capital itesive busiesses to geerate superior returs for all stakeholders. I would like to take the opportuity to thak you o behalf of the 4924 strog NIIT family for believig i the compay ad ecouragig us to move ahead with greater verve ad vigour. From here owards, as we get ready to Ride the Cloud, I look forward to your support i this trasformatioal jourey. Clearly, we see a much more optimistic future for the Compay, as NIIT Cloud Campus redefies educatio. Rajedra S Pawar Chairma NIIT Limited Ride The Cloud 3

6 CORPORATE INFORMATION BOARD OF DIRECTORS Rajedra S Pawar Chairma & Maagig Director Vijay K Thadai Chief Executive Officer & Whole-time Director P Rajedra Chief Operatig Officer & Whole-time Director Suredra Sigh Director Sajay Khosla Director Madhabi Puri Buch Director Ride The Cloud 4 OUTGOING DIRECTOR SUBROTO BHATTACHARYA (UPTO JULY 2, 2012)

7 COMPANY SECRETARY RAJESH ARORA GROUP CHIEF FINANCIAL OFFICER ASHOK ARORA CHIEF FINANCIAL OFFICER ROHIT KUMAR GUPTA AUDITORS PRICE WATERHOUSE BANKS ICICI BANK INDIAN OVERSEAS BANK STANDARD CHARTERED BANK CITIBANK NA BNP PARIBAS WELLS FARGO BANK BANK OF THE WEST LLYODS TSB BANK PLC REGISTERED OFFICE 8, BALAJI ESTATE, FIRST FLOOR GURU RAVI DAS MARG, KALKAJI NEW DELHI , INDIA (INVESTOR SERVICES): PHONE: FAX: CORPORATE OFFICE 85, SECTOR 32, INSTITUTIONAL GURGAON , INDIA iit.webmaster@iit.com TEL: FAX: REGISTRAR AND SHARE TRANSFER AGENT ALANKIT ASSIGNMENTS LTD. UNIT NIIT LIMITED ALANKIT HOUSE 2E/21, JHANDEWALAN EXTN. NEW DELHI , INDIA TEL: , FAX: WEBSITE Ride The Cloud 5

8 NIIT AT A GLANCE Ride The Cloud 6

9 Global Learig Solutios for Idividuals, Eterprises, Schools ad Colleges Presece i 40 coutries worldwide Impacted over 35 Millio learers sice iceptio Reachig out to 17,000 schools Oe of the largest learig cotet developmet facilities i the world For Idividuals Istructor-led Traiig, Sychroous Learig, Computerbased Traiig ad e-learig programmes for IT, Bakig, Fiace ad Isurace, Kowledge Process Outsourcig (KPO), Busiess Process Maagemet (BPM) ad Executive Maagemet Educatio, Vocatioal Skills, School Learig Solutios ad Commuicatio ad Professioal Life Skills: NIIT s Idividual Learig Busiess offerigs iclude idustry-edorsed programmes for uder graduates studets seekig careers i IT viz GNIIT ad Edgeieers. Express Diploma ad Post Graduate Programme i IT programmes for graduates seekig careers i IT. Global Net Plus for IT professioals Itroduced Idia s first cloud campus through its ewage GNIIT program NIIT Edgeieers, a rage of specialized programmes to provide cuttig-edge career for egieerig graduates ad IT professioals NIIT GlobalNet+, specialized programmes o Networkig ad Ifrastructure Maagemet NIIT parters Digital Marketig Istitute (DMI), the global leaders i traiig professioals i digital marketig, to offer digital marketig educatio ad professioal certificatio i Idia Express Diplomas ad Post Graduate Programme i IT for graduates lookig for a quick start to IT careers Degrees i alliace with Uiversities SWIFT for basic computer ad iteret skills Scholarship programs ad Natioal IT Aptitude Test (NITAT), Idia s largest ad most widely recogized IT Aptitude Test Executive Maagemet Programmes for workig professioals, from premier busiess schools through NIIT Imperia, Cetre for Advaced Learig Traiig programs for fiacial services sector from NIIT Istitute of Fiace Bakig & Isurace (IFBI) NIIT Istitute of Process Excellece Limited, a NIIT- GENPACT veture (NIIT Uiqua), offers complete traiig outsourcig services to the Busiess Process, Kowledge ad Techology Services idustry, that ehace productivity ad lower costs For Corporatios Learig Solutios for Eterprise: Maaged Traiig Services Learig Cotet Learig Admiistratio Learig Delivery Learig Maagemet Systems Learig Techology Advisory Services Virtual Labs Demad Geeratio Services Studet Retetio For Colleges ad Uiversities : NIIT Careers@Campus Employability Ehacemet Programs for college studets o campus Courses o Egieerig Desig, Embedded Systems ad Iformatio Techology. Foudatio Skills i IT i associatio with NASSCOM Support for courses o Egieerig Mathematics ad IT courses i lie with curriculum. Placemet Preparatio Bleded Learig Delivery - Sychroous Learig, istructor-led ad hads o practice Ride The Cloud 7

10 For Govermet ad Private Schools NIIT has provided computer-based learig to over 17,000 govermet ad private schools across the coutry cumulatively impactig lives of more tha 10 millio kids. NIIT further stregtheed its leadership positio i the Govt. sector by gettig ew orders for IT educatio ad IT eabled educatio projects as well as extesio ad repeat orders from govermets of Assam ad Maharashtra. Some of the highlights of school learig solutios by NIIT are: NIIT Guru is a holistic School Learig Solutio that comprises of Iteractive Classrooms Cloud (a ed to ed Cloud-eabled Teachig Learig solutio for classrooms that uses elemets of iteractivity, aimatio, videos ad web liks library); Iteractive Home (allows studets to access lessos, submit assigmets ad collaborate with peers, all while sittig at home); Math lab (State-of-the-art Mathematics Laboratory for schools which comes with Geometer s Sketchpad Software, Multiple Teachig ad Learig Aids like, Maipulative, Measurig Istrumets ad Theme Based Ambiece); IT Wizard (equips the studets with core computer kowledge ad IT skills); Quick School (a Educatio Resource Plaig solutio for school maagemet) ad various traiig programmes aimed at professioal developmet for teachers (icludig CCE ad IPICT). Hole-i-the-Wall Educatio Ltd. (HiWEL) Miimally Ivasive Educatio kiosks to provide free ad usupervised access to computers for childre belogig to ecoomically ad socially margialized sectios of the society. Skill Buildig Solutios (SBS) Skill Buildig Solutios (SBS) is a ew busiess iitiative at NIIT Ltd., with a sharp focus o providig idustry/job specific traiig to uemployed youth of Idia maily from low ad middle icome households i semi-urba ad rural areas to make them employable. SBS is the key future growth egie of NIIT towards beig a truly Global Talet Trasformatio compay. Durig the fiacial year, SBS forayed ito ew sectors like Retail, Hospitality, Auto Retail, Showroom Retail, BPO ad other iformal sectors. SBS has 34 Cetres operatioal across six states viz. Haryaa, Uttar Pradesh, Uttarakhad, Delhi, Pujab ad Madhya Pradesh. At SBS, we evisio to setup more tha 1500 state of the art NIIT Yuva Jyoti Skill Developmet Cetres, across tier 2/3 ad smaller tows of Idia, coverig over 1000 cities ad trai more tha 7 millio youth i the ext 10 years. Apart from Geographical expasio, SBS also iteds to stregthe its product portfolio ad market creatio with plas to roll out ew courses addressig Service Sector requiremets like Healthcare, Media & Etertaimet ad Educatio & Skills. NIIT Foudatio To bridge the Educatio-Employability gap ad create talet pool i urba slums, NIIT Foudatio set up Career Developmet Cetres. 20 Cetres are ow operatig i Delhi NCR, Mumbai, Cheai, Hisar, Orissa, ad Jaipur Slums. These Cetres have impacted over 25,000 uder-served youth already. I lie with its commitmet to haress talet pool from semi-urba Idia, NIIT Foudatio has two fully fuctioal District Learig Cetres at Chhidwara ad Barkuhi i MP. These Cetres have impacted over 5000 studets already with placemets i compaies like HCL, TCS, Wipro, NIIT Techologies ad Aegis. To bridge the digital divide, NIIT Foudatio empowers other NGOs across the coutry to icrease their reach ad impact. NIIT Foudatio has partered with over 90 NGOs to provide qualitative itervetios ad assist them i providig basic computer educatio to their commuities. Ride The Cloud 8

11 Alliaces with global IT majors Cisco, IBM, Microsoft, Oracle, Tally, Thomso Prometric, Pearso VUE & Zed, Digital Marketig Istitute (Irelad), Google, Skill Soft & Logical Operatios Assessed at SEI-CMM Level 5 Recet Awards ad Ackowledgemets NIIT received Top IT Traiig Compay Award 2012 for the 20th year i successio by Cybermedia publicatios. NIIT featured as the Idia s Most Trusted Educatio Brad i Brad Trust Report, Idia Study, 2013, udertake by Trust Research Advisory for the secod cosecutive year. NIIT has bee raked amog the Top 10 Idia s Best Compaies to Work for 2012 by Great Places to Work Istitute. NIIT Guru ICR@Home, has bee ackowledged for the 2d cosecutive year at the World Educatio Summit 2013 for best Use of Assistive Techologies i Educatio. NIIT Imperia received Best Telecom & Satellite Learig Providers i Educatio award at the Natioal Educatio Excellece Awards 2013 by leadig idustry body ASSOCHAM, (Associated Chambers of Commerce ad Idustry of Idia). NIIT IFBI recogized as Most Iovative Recruitmet Maagemet iitiative at the Talet & HR Leadership Coferece Awards by ET Now at World HRD Cogress NIIT MidChampios Academy (MCA) completes 10 years of developig youg mids through Chess, impactig over 1.65 millio childre across 17,000 schools sice iceptio. NIIT Foudatio awarded the Shiksha Rata Award for DLC Chhidwara i the category of Best Higher Educatio Istitute of Madhya Pradesh i NIIT Imperia received the Outstadig Studet Support Services award at the Asia Learig Leadership Awards NIIT Vietam was awarded the ICT Gold Medal 2012, by Ho Chi Mih City Computer Associatio (HCA) for the seveth cosecutive year. Over 1,52,000 cadidates from more tha 300 cities applied for NIIT s 9th Natioal IT Aptitude Test (NITAT). NIIT coducts the 13th IT Scholarship Test i Nigeria. NIIT was adjudged as the Best Result Orieted ICT School i Ghaa for the third cosecutive year. NIIT received Frachisor of the Year: IT Award by Frachise Plus, Idia s leadig busiess opportuity magazie. NIIT USA was raked amog the Top 20 Compaies i Traiig Outsourcig, 2012 by Traiig Idustry, Ic. for the sixth Cosecutive time sice NIIT USA was awarded the Brado Hall Excellece i Learig 2012 Silver Award i the Best i Competecies ad Skill Developmet category joitly with Shell for Shell Stadard Primavera Educatio. NIIT USA eared a silver i the Chief Learig Officer Learig i Practice 2012 awards i the Excellece i E-Learig category for MetLife Virtual Iductio Program. NIIT USA raked #3 Overall ad #2 i Size of Deal i HRO Today magazie s Baker s Doze Customer Satisfactio Ratigs for Top Learig Providers, NIIT receives Friedship Award from Govermet of Chogqig, People s Republic of Chia for cotributios to ecoomic ad social developmet i July Ride The Cloud 9

12 Fiacial History Reveue (Rs. M) EBITDA (Rs. M) 14,000 12,000 10,000 8,000 6,000 4,000 2, ,483 12,603 11,993 11,486 9,608 FY'09 FY'10 FY'11 FY'12 FY'13 1,800 1,600 1,400 1,200 1, ,569 1,593 1,475 1, FY'09 FY'10 FY'11 FY'12 FY'13 PAT (Rs. M) Net Worth (Rs M) 1,200 1,102 7,000 6,620 6,677 1, ,000 5,000 4,000 3,000 2,000 1,000 4,775 5,043 5,565 0 FY'09 FY'10 FY'11 FY'12 FY'13 0 FY'09 FY'10 FY'11 FY'12 FY'13 10,000 9,000 8,000 7,000 6,000 5,000 4,000 3,000 2,000 1,000 0 Capital Employed (Rs M) 9,110 9,253 8,262 7,746 8,252 FY'09 FY'10 FY'11 FY'12 FY'13 4,000 3,500 3,000 2,500 2,000 1,500 1, Net Debt (Rs M) 3,425 3,022 2, FY'09 FY'10 FY'11 FY'12 FY'13 Divided (%) M-Cap (Rs M) 90.0% 80.0% 70.0% 60.0% 50.0% 40.0% 30.0% 20.0% 10.0% 0.0% 80.0% 80.0% 75.0% 70.0% 65.0% FY'09 FY'10 FY'11 FY'12 FY'13 10,000 9,000 8,000 7,000 6,000 5,000 4,000 3,000 2,000 1, ,518 9,600 8,940 3,341 3,409 FY'09 FY'10 FY'11 FY'12 FY'13 Note: Due to divestmet of Elemet K i October 2011, exceptioal items ad oe-time hardware reveues i both FY 12 ad FY 13, the overall fiacials of the Compay for FY 12 ad FY 13 are ot comparable. 10

13 Regd. Office : 8, Balaji Estate, First Floor, Guru Ravi Das Marg, Kalkaji, New Delhi Notice Notice is hereby give that the 30 th Aual Geeral Meetig of the Members of NIIT Limited will be held o Moday, 1 st day of July, 2013, at 10:00 A.M. at Mapple Exotica, Khasra No. 123, Chattarpur Madir Road, Satbari, New Delhi , to trasact the followig busiess: ordinary BUSiNeSS 1. To receive, cosider ad adopt the Balace Sheet as at March 31, 2013, Statemet of Profit ad Loss for the fiacial year eded as o that date together with the Reports of the Auditors ad the Directors thereo. 2. To declare divided o equity shares. 3. To appoit a Director i place of Mr. Rajedra S Pawar, who retires by rotatio ad beig eligible, offers himself for re-appoitmet. 4. To appoit a Director i place of Mr. Suredra Sigh, who retires by rotatio ad beig eligible, offers himself for re-appoitmet. 5. To appoit M/s Price Waterhouse, Chartered Accoutats, (Firm Registratio Number FRN301112E), as Statutory Auditors of the Compay to hold office from the coclusio of this Aual Geeral Meetig till the coclusio of the ext Aual Geeral Meetig ad to authorize the Board of Directors to fix their remueratio. Place : Gurgao Date : May 23, 2013 By Order of the Board For Niit Limited Rajesh Arora Compay Secretary NoteS: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER. PROXIES, IN ORDER TO BE EFFECTIVE, MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY AT 8, BALAJI ESTATE, FIRST FLOOR, GURU RAVI DAS MARG, KALKAJI, NEW DELHI , NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING. A BLANK PROXY FORM IS ATTACHED WITH THE ANNUAL REPORT. 2. Corporate Members itedig to sed their authorised represetatives to atted the Meetig are requested to sed a certified true copy of the Board Resolutio authorizig their represetative to atted ad vote o their behalf at the Meetig. 3. All the documets referred i the Notice, Aual Report as well as Aual Accouts of the subsidiary compaies ad Register of Directors Shareholdig are ope for ispectio, durig the busiess hours, at the Registered Office of the Compay. 4. Statutory Auditors certificate certifyig that the Compay s stock optio pla has bee implemeted i accordace with the SEBI (Employees Stock Optio Scheme ad Employees Stock Purchase Scheme) Guidelies, 1999 ad i accordace with resolutios passed by the Members, will be available at the Meetig for ispectio by the Members. 5. The Register of Members ad Share Trasfer Books of the Compay shall remai closed durig the Book Closure period, i.e., from Jue 22, 2013 to July 1, 2013, both days iclusive. The divided as recommeded by the Board of Directors, if approved at the Meetig, will be paid to those Members whose ames appear i the Compay s Register of Members as o July 1, 2013 for shares held i physical form ad the list of beeficial owers as furished by the Depositories (NSDL ad CDSL) as of the close of busiess hours o Jue 21, 2013 for shares held i electroic form. 11

14 Regd. Office : 8, Balaji Estate, First Floor, Guru Ravi Das Marg, Kalkaji, New Delhi Notice (cotd.) 6. While Members holdig shares i physical form may write to the Compay for ay chage i their address ad bak madates, Members havig shares i electroic form may iform ay chage i address ad bak details to their depository participat(s) immediately so as to eable the Compay to make paymet of divided. 7. The Members holdig shares i the same ame or same order of ames uder differet folios are requested to sed the share certificates for cosolidatio of such shares to the Compay. 8. The Members desirous of appoitig their omiees for the shares held by them may apply i the Nomiatio Form (Form 2B). 9. I order to provide protectio agaist fraudulet ecashmet of divided warrats, Members holdig shares i physical form are requested to provide their bak accout umber, ame ad address of the bak/brach to eable the Compay to icorporate the same i the divided warrat. 10. All uclaimed / upaid divided up to the fiacial year eded o March 31, 2005, have bee trasferred to the Ivestor Educatio ad Protectio Fud of the Cetral Govermet pursuat to Sectio 205A of the Compaies Act, Members who have ot so far ecashed divided warrat(s) for the fiacial year eded March 31, 2006 ad thereafter are requested to approach the Compay by writig a letter to the Compay at Registered Office address, immediately. As o March 31, 2013, the amout outstadig i uclaimed divided accout for the fiacial year eded March 31, 2006 is Rs. 4,36, The Members desirous of obtaiig ay iformatio / clarificatio cocerig the accouts ad operatios of the Compay are requested to address their questios i writig to the Compay Secretary at least te days before the Aual Geeral Meetig, so that the iformatio required may be made available at the Aual Geeral Meetig. 12. The Miistry of Corporate Affairs ( MCA ) has take a Gree Iitiative i the Corporate Goverace by allowig paperless compliaces by compaies vide its Circular Nos. 17/2011 dated April 21, 2011 ad 18/2011 dated April 29, 2011 statig that the service of official documets by the compaies to its members ca be made through electroic mode. Cosiderig the move take by the MCA as a welcome step for the society at large, the Compay had set the Aual Reports for the fiacial year ad i electroic form to the IDs made available to the Compay by the depositories ad/ or Members. All the official documets icludig Aual Report of the Compay, circulated to the Members of the Compay through electroic mode, were made available o the Compay s website This year also, the Compay proposes to sed the Aual Report icludig various otices/ documets like Notices of Geeral Meetigs, Audited Fiacial Statemets, Auditor s Report, Directors Report ad Fiacial Results i electroic form to the IDs provided by the Members with their depository participats. All the official documets icludig Aual Report of the Compay, circulated to the Members of the Compay through electroic mode, will be made available o the Compay s website The Members holdig shares i electroic mode may update their IDs with their depository participats to esure that the Aual Reports ad other documets reach them at their preferred IDs ad where the shares are held i physical form, they may get their IDs updated i the records of the Compay. I this regard, the Members ca also register/ update their IDs at the website of the Compay SEBI vide its Circular No. CIR/MRD/DP/10/2013 dated March 21, 2013 had madated the compaies to use ay of the RBI approved electroic mode of paymet such as ECS (Local ECS / Regioal ECS / Natioal ECS), NEFT, RTGS etc. for distributio of divideds ad other cash beefits to ivestors. The Circular also madated the compaies or their registrar & share trasfer agets (RTA) to maitai bak details of ivestors. I case the securities are held i demat mode, the compaies or their RTA shall seek relevat bak details from depositories ad i case the securities are held i physical mode, 12

15 Regd. Office : 8, Balaji Estate, First Floor, Guru Ravi Das Marg, Kalkaji, New Delhi Notice (cotd.) the compaies or their RTA shall take ecessary steps to maitai updated bak details at their ed. The members are requested to esure that correct ad updated particulars of their bak accout are available with their respective depository participats ad the Compay / its RTA to facilitate ecessary paymets through electroic mode. 14. the company WHoLe-HeARteDLY WeLcoMeS MeMBeRS / PRoXieS At the ANNUAL GeNeRAL MeetiNG of the company. the MeMBeRS / PRoXieS MAY PLeASe Note that No GiFtS / GiFt coupons WiLL Be DiStRiBUteD At the ANNUAL GeNeRAL MeetiNG. 15. Iformatio pursuat to Clause 49 of the Listig Agreemet pertaiig to the Directors proposed to be re-appoited vide Item No. 3 ad 4 of the Notice, is as follows: Name Rajedra S Suredra Sigh Pawar Date of Birth March 6, 1951 July 21, 1937 Date of Appoitmet December 2, 1981 March 20, 2001 Qualificatios B. Tech Masters i Mathematics Expertise i specific fuctioal area Directorship held i other public compaies (excludig Foreig Compaies) Detailed i the Corporate Goverace Report for the fiacial year NIIT Techologies Limited NIIT Olie Learig Limited Detailed i the Corporate Goverace Report for the fiacial year NIIT Techologies Limited Membership (M)/ Chairmaship (C) of Committees of other public compaies (icludes oly Audit Committee (AC) ad Shareholders / Ivestor Grievace Committee (SIGC)) Number of Equity Shares held i the Compay Relatioship with other Directors Hole-i-the- Wall Educatio Limited NIIT SmartServe Limited NIIT GIS Limited Scatech Evaluatio Services Limited NIIT Istitute of Process Excellece Limited Scatech Evaluatio Services Limited (AC M) Hole-i-the- Wall Educatio Limited (AC - M) NIIT SmartServe Limited (AC - M) 1,55,000 NIL Noe Place : Gurgao Date : May 23, 2013 NIIT SmartServe Limited GHCL Limited NIIT Techologies Limited (AC - M) NIIT SmartServe Limited (AC - M) Noe By Order of the Board For Niit Limited Rajesh Arora Compay Secretary 13

16 DIRECTORS REPORT Dear NIIT Shareower, Your Directors take pleasure i presetig the 30 th Aual Report alog with the audited statemet of accouts for the fiacial year eded March 31, Fiacial Highlights The highlights of your Compay s fiacial results for the fiacial year April 1, 2012 to March 31, 2013 are as follows: (Rs. M.) Particulars NIIT Limited-Group NIIT Limited (Cosolidated) (Stadaloe) Net Sales (Icome from 9,608 12,603 6,415 7,381 operatios) Other Icome Total Icome 9,702 12,678 7,081 7,844 Total Expediture 9,344 11,411 6,219 6,873 Profit before depreciatio ad taxes 358 1, Depreciatio ad Amortisatio Exceptioal Items (Net) (174) 1, Net tax provisio (433) 1, Net profit before share (247) of Associates Profit & Miority Iterest Share of Associates Profit ad Miority Iterest Net Profit 263 1, Basic EPS (Rs.) Diluted EPS (Rs.) Due to divestmet of Elemet K i October 2011, exceptioal items ad oe-time hardware reveues i both FY 12 ad FY 13, the overall fiacials of the Compay for FY 12 ad FY 13 are ot comparable. Durig the year, your Compay s cosolidated icome from operatios is Rs. 9,608 millio as agaist Rs. 12,603 millio i the previous year ad Net Profit (after Associates Profit) is Rs. 263 millio as agaist Rs. 1,102 millio i the previous year. The icome from operatios for the year uder review for the Compay o a stad-aloe basis is Rs. 6,415 millio as compared to Rs. 7,381 millio i the previous year ad Net Profit reached Rs. 12 millio as agaist Rs. 963 millio i the previous year. Busiess Operatios I the fiacial year , the Global Ecoomy faced fresh dowside risks that cotiue i light of reewed setbacks i the Euro area ad cotiued risks of excessive fiscal cosolidatio i the Uited States. Curret state of Idia ecoomy makes it ecessary for the govermet to put i place a robust ad implemetable pla of actio for its revival. The ecoomy has experieced a cosistet fall i GDP growth, alarmigly high levels of twi deficits i.e. Curret Accout Deficit (CAD) ad Fiscal Deficit as well as worryig volatility i the iflow of foreig ivestmets. Though iflatioary pressure has receded i the last quarter of 2012, it still remais above the target level. This alog with other worryig ecoomic idicators has put the Idia ecoomy i a challegig pathway i the short term. The Idividual Learig Solutios offerigs icluded traiig ad career buildig services i IT, BFSI, Maagemet, BPO ad Eglish & Professioal life skills. For this, your Compay leverages its global presece across Idia, Chia ad other developig coutries for reachig out to the studets as well its alliaces with large techology compaies i USA ad Europe to provide the requisite solutios. Durig the year uder review, the deceleratio i growth of the IT Idustry impacted the erollmet i IT courses, whereas o-it traiig showed ecouragig growth. Though the hirig i IT Idustry dropped by 20% over the previous year, your Compay s placemet of studets was lower tha the previous year by oly 4%. I the School Learig Solutios busiess, your Compay provided solutios ad services for IT traiig ad techology eabled learig & teachig for schools, teachers traiig ad learig for uderserved childre. The Compay offered NIIT Guru solutio comprisig of Iteractive Classrooms, Math lab ad IT Wizard for studets ad Quick School a Educatio Resource Plaig solutio for school maagemet. Durig the year, 817 schools siged up with the Compay for its various offerigs. I the Corporate Learig Solutios busiess, your Compay focused o the Maaged Traiig Services busiess ad achieved tractio with acquisitio of five ew customers providig a total reveue visibility of USD 143 millio. This growth was backed by aggressive sales ad egagemet maagemet teams with robust delivery performace. Corporate Learig Solutios cotiued to register a healthy growth of 19% year over year ad achieved a profitability level of 11%, up from 6% i the previous year. I Skill Buildig Solutios, your Compay has a objective of ehacig skills ad employability of youth across Idia, with emphasis to offer job orieted traiig to applicats maily from low ad middle icome households i semi-urba ad rural areas. The Compay has developed skills developmet curriculum for ew sectors like Retail, Hospitality, Auto Retail, Showroom Retail, BPO ad other iformal sectors. The Compay has 34 ceters operatioal across six states viz. Haryaa, Uttar Pradesh, Uttarakhad, Delhi, Pujab ad Madhya Pradesh. The Compay has 14

17 DIRECTORS REPORT (Cotd.) also etered ito idustry tie-ups i aforesaid sectors eablig placemet of its traied studets. Future Plas Give the curret ucertai ecoomic eviromet, your Compay will aggressively focus o improvig its profitability through higher productivity, better workig capital maagemet, reductio i fixed expeses ad further streamliig of processes. Your Compay is well diversified, both i terms of its service offerigs ad geographic spread. The judicious mix of reveue from the differet busiess lies esures that your Compay is well positioed to maage slowdows i a particular product category or i a specific geography. The Compay will remai focused o the four platforms of growth i.e. 1) Idividual: Cloud Campus, 2) Schools: Guru, 3) Corporate: Maaged Traiig Services ad 4) Skills: Yuva Jyoti. At the same time, i the School Learig Solutios, due to the cotiuig delay i collectios ad icreased capital itesity i the Govermet Schools BOOT Projects, your Compay has decided to de-emphasise this area of busiess. The Compay has created the Cloud Campus TM, the outcome of extreme iovatio which is set to redefie educatio. All busiesses ow have a strategy to Ride the Cloud thus oce agai differetiatig the high value provided by the Compay to its corporate, istitutioal ad idividual customers. Your Compay s future plas iclude buildig o the Cloud Campus advatage, creatig domai capability for skills traiig, expad B2B busiess i the bakig domai, target corporate mid-market segmet for comprehesive deals, reduce delivery costs, upgrade the product maagemet capability ad ratioalise existig structure to ehace the speed of doig busiess ad reduce costs. Registered Office The Registered Office of the Compay has bee shifted from B 234, Okhla Idustrial Area, Phase I, New Delhi to 8, Balaji Estate, First Floor, Guru Ravi Das Marg, Kalkaji, New Delhi w.e.f. Jauary 1, Divided Your Directors have recommeded a divided of Rs per equity share of Rs. 2 each for approval of the Members at the esuig Aual Geeral Meetig. Trasfer to Reserves I accordace with the statutory provisios, your Compay has trasferred a sum of Rs. 1,157,873 to the Geeral Reserve. Awards ad Accolades Durig the year, the NIIT brad received accolades from across the world recogisig ad commedig various aspects of the Compay. Some of them are listed below: Top IT Traiig Compay Award 2012 for the 20 th year i successio by Cybermedia publicatios; Idia s Most Trusted Educatio Brad i Brad Trust Report, Idia Study, 2013, udertake by Trust Research Advisory for the secod cosecutive year; Amog the Top 10 Idia s Best Compaies to Work for 2012 by Great Places to Work Istitute; The ShikshaRata Award for Chhidwara cetre of NIIT Foudatio i the category of Best Higher Educatio Istitute of Madhya Pradesh i 2012; NIIT USA was raked amog the Top 20 Compaies i Traiig Outsourcig, 2012 by Traiig Idustry, Ic. for the sixth Cosecutive time sice Subsidiary Compaies Durig the year uder review, NIIT Chia (Shaghai) Limited, a overseas step dow subsidiary of your Compay has icorporated four overseas step dow subsidiaries, amely, Qigdao NIIT Iformatio Techology Co. Limited, Chogqig A Dao Educatio Cosultig Limited, Zhagjiagag NIIT Iformatio Services Limited ad Chegmai NIIT Iformatio Techology Co. Limited. As per the provisios of Sectio 212 of the Compaies Act, 1956 ( the Act ), your Compay is required to attach the Directors Report, Auditors Report, Balace Sheet, Statemet of Profit ad Loss ad other iformatio of the subsidiary compaies to its Balace Sheet. However, the Miistry of Corporate Affairs vide its Geeral Circular No. 2/2011 dated February 8, 2011, has grated a geeral exemptio uder Sectio 212(8) of the Act to all the compaies from aexig the aual accouts ad other documets/statemets of subsidiary compaies with the Aual Report of the holdig compay subject to certai coditios. As the Compay complies with all the specified coditios of the abovemetioed Circular, it is ot required to attach the audited accouts ad other documets of the subsidiary compaies to the Aual Report of your Compay for the fiacial year A statemet of the Compay s iterest i the subsidiaries ad a summary of the fiacials of the subsidiaries are give alog with the cosolidated accouts. The aual accouts of the subsidiaries, alog with the related detailed iformatio, will be made available to the Members of the Compay/subsidiary Compaies seekig such iformatio at ay poit of time. The aual accouts of the subsidiaries are also available for ispectio for ay Member, durig the busiess hours, at the Registered Office of the Compay ad subsidiary compaies ad the same ca be accessed 15

18 DIRECTORS REPORT (Cotd.) from the website of the Compay ivestorrelatios/pages/subsidiaries_fiacials.aspx. Cosolidated Fiacial Statemets I compliace with Clause 32 of the Listig Agreemet, the cosolidated fiacial statemets are prepared i accordace with the Accoutig Stadards otified uder Sectio 211(3C) of the Act read with the Compaies (Accoutig Stadards) Rules, The cosolidated fiacial statemets together with Auditors Report thereo form part of the Aual Report. Corporate Goverace Your Compay s philosophy o Corporate Goverace evisages the highest level of trasparecy, accoutability ad equity i all facets of its operatios as well as i all iteractios with its Stakeholders icludig Shareholders, NIITias, Leders ad Regulatory Authorities. I order to ehace customer satisfactio ad stakeholder s value, your Compay cotiues to bechmark its Corporate Goverace practices with the best i the world i lie with iteratioal orms. Your Compay has complied with all the requiremets relatig to Corporate Goverace as stipulated i Clause 49 of the Listig Agreemet. The report of the Directors o Corporate Goverace is give as a separate sectio titled Corporate Goverace Report, which forms part of the Aual Report. The Auditors Certificate cofirmig the compliace to the coditios of the Corporate Goverace stipulated i Clause 49 of the Listig Agreemet is aexed to the Corporate Goverace Report. Maagemet Discussio ad Aalysis Report As required by Clause 49 of the Listig Agreemet, the Maagemet Discussio ad Aalysis Report is aexed ad forms part of the Directors Report. Directors I accordace with the provisios of the Act ad Articles 64, 65 ad 66 of the Articles of Associatio of your Compay, Mr. Rajedra S Pawar ad Mr. Suredra Sigh, Directors of your Compay, retire by rotatio ad are due for electio at the esuig Aual Geeral Meetig. Mr. Rajedra S Pawar ad Mr. Suredra Sigh, beig eligible, offer themselves for re-appoitmet. The Board recommeds the re-appoitmet of Mr. Rajedra S Pawar ad Mr. Suredra Sigh as Directors, liable to retire by rotatio. The resolutios seekig your approval o these items alog with the requisite disclosures are icluded i the Notice coveig the Aual Geeral Meetig. Directors Resposibility Statemet As required uder Sectio 217(2AA) of the Act, the Board of Directors of your Compay hereby states ad cofirms: That i preparatio of Aual Accouts for the fiacial year, applicable Accoutig Stadards have bee followed alog with the proper explaatios relatig to material departures; That they have selected the accoutig policies described i the otes to accouts, which have bee cosistetly applied, except where otherwise stated ad made judgmets ad estimates that are reasoable ad prudet so as to give a true ad fair view of the state of affairs of the Compay as at March 31, 2013 ad of the profit of the Compay for that year; That they have take proper ad sufficiet care for the maiteace of adequate accoutig records i accordace with the provisios of the Act, for safeguardig the assets of the Compay ad for prevetig ad detectig fraud ad other irregularities; ad That the Aual Accouts have bee prepared o the historical cost covetio, as a goig cocer basis ad o accrual basis. Iformatio relatig to Coservatio of eergy, Techology Absorptio, Research ad Developmet, Exports, Foreig exchage earigs ad Outgo ad other iformatio formig part of the Directors Report i terms of Sectio 217(1)(e) of the Act, ad the Rules made thereuder a)coservatio of eergy Although the operatios of the Compay are ot eergy itesive, the maagemet has bee highly coscious of the criticality of coservatio of eergy at all the operatioal levels ad efforts are made i this directio o a cotiuous basis. Adequate measures have bee take to reduce eergy cosumptio wheever possible by usig eergy efficiet equipmets. The requiremet of disclosure of particulars with respect to coservatio of eergy as prescribed i Sectio 217(1) (e) of the Act read with the Compaies (Disclosure of Particulars i the Report of Board of Directors) Rules, 1988, are ot applicable to the Compay ad hece are ot provided. b) Techology absorptio Your Compay believes that i additio to progressive thought, it is imperative to ivest i research ad developmet to ascertai future exposure ad prepare for challeges. I its edeavour to obtai ad deliver the best, your Compay has etered ito alliaces / tie-ups with major global players i the I.T. educatio idustry to haress ad tap the latest ad the best of techology i its field, upgrade itself i lie with the latest techology i the world ad deploy /absorb techology wherever feasible, relevat ad appropriate. 16

19 DIRECTORS REPORT (Cotd.) c) Research ad Developmet The Compay believes that techological obsolescece is a reality. Oly progressive research ad developmet will help us to measure up to future challeges ad opportuities. We ivest i ad ecourage cotiuous iovatio. Durig the year uder review, expediture o research ad developmet is ot sigificat i relatio to the ature ad size of operatios of your Compay. d) Foreig exchage earigs ad outgo i) Activities relatig to exports, iitiatives take to icrease exports, developmet of ew export markets for products ad services ad export plas The Compay exports customized learig cotet to its overseas cliets to meet their varyig learig eeds. The Compay develops cotet i a rage of subjects for widely varied audiece. The Compay will cotiue to stregthe its presece i USA, UK, Chia, South Africa, Nigeria, Malaysia, Vietam, Bhuta, Norway, Maldives etc. with a view to icrease exports. ii) Total foreig exchage eared ad used The details of foreig exchage earigs ad outgo are metioed i Notes Nos. 31 to 34 cotaied i the Notes to Accouts formig part of the Balace Sheet ad Statemet of Profit ad Loss for the fiacial year eded March 31, Public Deposits I terms of the provisios of Sectio 58A of the Act read with the Compaies (Acceptace of Deposits Rules), 1975, your Compay has ot accepted ay fixed deposits from public ad, as such, o amout of pricipal or iterest was outstadig o the date of the Balace Sheet. Particulars of Employees As required by Sectio 217(2A) of the Act read with the Compaies (Particulars of Employees) Rules, 1975, the particulars of employees form part of this report. However, as permitted by Sectio 219(1)(b)(iv) of the Act, the report ad accouts are beig set excludig the statemet cotaiig the particulars to be provided uder Sectio 217(2A) of the Act. Ay member iterested i obtaiig such particulars may ispect the same at the Registered Office of the Compay or write to the Compay Secretary of the Compay for a copy thereof. Auditors ad Auditors Report M/s. Price Waterhouse, Chartered Accoutats (Firm Registratio Number FRN E), the Statutory Auditors of your Compay, holds office util the coclusio of the esuig Aual Geeral Meetig ad are eligible for re-appoitmet. The Compay has received a letter from them to the effect that their re-appoitmet, if made, would be withi the limits prescribed uder Sectio 224 (1B) of the Act ad that they are ot disqualified for re-appoitmet withi the meaig of Sectio 226 of the Act. The otes o Accouts referred to i the Auditors Report are self-explaatory ad do ot require ay further commets. Huma Resources ad Employees Stock Optio Scheme NIITias are the key resource for your Compay. Your Compay has bee able to create ad cotiuously improve a favourable work eviromet that ecourages iovatio ad meritocracy at all levels. Employees relatios remaied cordial at all the Compay s locatios. The Directors take this opportuity to record their appreciatio for the outstadig cotributio of all NIITias. Durig the fiacial year , your Compay had lauched NIIT Employee Stock Optio Pla 2005 (ESOP-2005) with the objective of attractig ad motivatig employees by rewardig performace ad retaiig the best talet. The aim was to develop a sese of owership amog the employees withi the orgaisatio ad to alig your Compay s stock optio scheme with the best practices i the Idustry. As per the provisios of SEBI (Employees Stock Optio Scheme ad Employee Stock Purchase Scheme) Guidelies, 1999, the particulars of the optios grated, vested, exercised ad allotted uder the ESOP-2005 are appeded as Aexure-I ad form part of this report. Further, oe of the employees was grated optios equal to or exceedig 1% of the issued capital of the Compay. Ackowledgemets Your Directors take this opportuity to thak all ivestors, cliets, licesees, techology parters, vedors, fiacial istitutios, baks, regulatory ad govermetal authorities, media ad stock exchages for their cotiued support durig the year uder review. We place o record our appreciatio of the cotributio made by our employees at all levels. For ad o behalf of the Board Rajedra S Pawar Chairma & Place : Gurgao Maagig Director Date : May 23, 2013 DIN

20 DIRECTORS REPORT (Cotd.) Aexure I to the Directors Report Iformatio relatig to NIIT ESOP-2005 uder SEBI (Employee Stock Optio Scheme & Employees Stock Purchase Scheme) Guidelies, 1999 (As o March 31, 2013) (a) Optios grated Grat I 555,350* Grat II 46,200* Grat III 115,000* Grat IV 1,282,050** Grat V 5,597,410** Grat VI 543,720** Grat VII 156,060** Grat VIII 100,000** FY FY FY FY FY FY FY FY *The optios were grated prior to the issuace of bous shares ad the split i the face value of the share from Rs. 10 per share to Rs. 2 per share ** The optios are grated o shares of face value of Rs. 2 per share (b) Pricig formula At a price ot less tha the the existig face value of the share of the Compay: Grat Price Rs. Market Price Rs. # Grat I * Grat II ** Grat III ** Grat IV ** Grat V ** Grat VI ** Grat VII ** Grat VIII *** # Closig price o the Natioal Stock Exchage of Idia Limited. * at approx % discout to market price. ** at market price. ***at approx.96% discout to market price. (c) optios vested No of shares Pre bous & split Post bous & spit Grat I 519,050 - Grat II 26,350 - Grat III - 456,581 Grat IV - 1,237,050 Grat V 4,236,727 Grat VI 308,010 Grat VII 49,530 Grat VIII - Total 545,400 6,287,898 (d) optios exercised No of shares Pre bous & split Post bous & spit Grat I 413, ,002 Grat II 21,800 34,125 Grat III - - Grat IV - - Grat V - - Grat VI - - Grat VII - - Grat VIII - - Total 435, ,127 18

21 DIRECTORS REPORT (Cotd.) (e) the total umber of shares arisig as a result of exercise of optio No of shares Pre bous & split Post bous & spit Grat I 413, ,002 Grat II 21,800 34,125 Grat III - - Grat IV - - Grat V - - Grat VI - - Grat VII - - Grat VIII - - Total 435, ,127 (f) optios lapsed (icludes optios ot vested based o performace parameter) No of shares Pre bous & split Post bous & spit Grat I 40, ,696 Grat II 19,850 - Grat III - 862,500 Grat IV - 1,282,050 Grat V - 2,210,324 Grat VI - 331,120 Grat VII - 94,530 Grat VIII - - Total 60,150 5,090,220 (g) variatio of terms of optios Nil (h) moey realized by exercise of optios Rs. 91,521,258 /- (i) total umber of optios i force 3,761,216 (post bous ad split) (j) employee wise details of optios grated to: (i) seior maagerial persoel Summary^ of optios grated to seior maagerial persoel* are as uder: No. of employees covered : 12 No. of optios grated to such persoel: 238,450 (Pre Bous ad Split) 485,590 (Post Bous ad Split) ^Oly summary give because of sesitive ature of iformatio *icludes directors (excludig promoter directors) ad employees who are oe level below the Board of Directors. (ii) ay other employee who receives a grat Nil i ay oe year of optio amoutig to 5% or more of optio grated durig that year. (iii) idetified employees who were grated Nil optios durig ay oe year, equal to or exceedig 1% of the issued capital (excludig outstadig warrats ad coversios) of the compay at the time of grat (k) diluted Earigs Per Share (EPS) pursuat 0.07 to issue of shares o exercise of optio calculated i accordace with [Accoutig Stadard(AS) 20 Earigs Per Share 19

22 DIRECTORS REPORT (Cotd.) (l) Where the compay has calculated the employee compesatio cost usig the itrisic value of the stock optios, the differece betwee the employee compesatio cost so computed ad the employee compesatio cost that shall have bee recogized if it had used the fair value of the optios, shall be disclosed. The impact of this differece o profits ad o EPS of the compay shall also be disclosed (m) Weighted-average exercise prices ad weightedaverage fair values of optios shall be disclosed separately for optios whose exercise price either equals or exceeds or is less tha the market price of the stock Please refer to Notes Nos. 2.3 (ix) ad 26 cotaied i the Notes to Accouts formig part of the Balace Sheet ad Profit ad Loss Accout for the fiacial year eded o 31 March, Grat (Rs.) I* II* III* IV V VI VII VIII Weighted average exercise price Weighted average fair value Note: *the prices are adjusted for the bous ad split () A descriptio of the method ad sigificat assumptios used durig the year to estimate the fair values of optios, icludig the followig weighted average iformatio: Grat I Grat II Grat III Grat IV Grat V Grat VI Grat VII Grat VIII I. risk-free iterest rate 7% 7% 7.93% 9.24% 6.89% 6.50% 7.55% 8.19% II. expected life 2.5 years 2.5 years 2.5 years 2.5 years 3.5 years 3.5 years 3.5 years 4 years III. expected volatility 14% 14% 45.47% 51.81% 66.48% 66.23% 63.20% 44.02% IV. expected divideds Not cosidered Not cosidered 2.79% 2.04% 1.76% 1.76% 1.76% 2.55% V. the price of the Rs Rs Rs Rs Rs Rs Rs Rs uderlyig share i market at the time of optio grat 20

23 MaageMet Discussio ad aalysis eviromet The fiacial year was a very challegig period for the Idia ecoomy. GDP growth slipped to 5%, which is the slowest pace of growth i the last 10 years, impactig job creatio. Ecoomic growth was impacted by the slow pace of reforms, political ad policy ucertaity, foreig exchage volatility, ad high iterest rates. Global ecoomic headwids created further ucertaity for busiesses ad lowered busiess cofidece. Hirig setimet witessed a sharp declie across sectors durig the year. IT compaies reduced hirig, deferred joiig dates of thousads of fresh graduates recruited by them, ad focused o improvig utilizatio, as growth i busiess volume remaied subdued. Hirig i the bakig sector, however, remaied robust. K-12 schools are eterig a phase of mass adoptio of techology solutios. Schools are demadig iovative offerigs to icrease differetiatio ad gai competitive edge i the market. The corporate traiig market cotiues to see a surge i corporate spedig which icreased at fastest pace i the last decade. Compaies are demadig greater efficiecy ad effectiveess from their traiig fuctio, ad are icreasig outsourcig to specialist traiig firms. compay Performace NIIT started the year with moderate expectatios of growth. However, the busiess eviromet, especially i IT traiig market tured weak i Idia ad other emergig coutries. Studet setimet towards IT traiig was affected by the temporary squeeze i hirig ad cotiuig delays i joiig dates of fresh graduates with job offers. Despite robust performace by Corporate Learig Solutios (CLS) ad School Learig Solutios (SLS), NIIT s fiacials were affected by the weak performace of Idividual Learig Solutios (ILS), due to declie i reveue from IT traiig. The declie i reveues i ILS impacted margis due to high operatig leverage i the busiess. The Compay respoded to the adverse eviromet by acceleratig efforts of busiess restructurig ad cost ratioalizatio, which helped the Compay to moderate the overall impact. The Compay s performace for FY 13 is reflected i the table below: Rs. Millio Fy'13 Fy'12 yoy (%) System wide Reveues 15,435 19,960 (23%) Net Reveues 9,608 12,603 (24%) Operatig expeses 9,085 11,128 (18%) EBITDA 523 1,475 (65%) EBITDA% 5% 12% (626 bps) Depreciatio (1%) Net Other Icome (339) 1,429 (1,768 m) Tax (433) 1,409 1,842 m Share of Profits from Associates % PAT 263 1,102 (76%) Basic EPS (Rs.) (76%) The cosolidated fiacials of the Compay for FY 12 ad FY 13 are ot comparable due to divestmet of Elemet K i October 2011, exceptioal items i both FY 12 ad FY 13, ad oe-time hardware reveues. For compariso purposes, the fiacials based o cotiuig busiess basis ad excludig oe-time hardware reveue are as follows: Rs. Millio Fy'13 Fy'12 yoy (%) System wide Reveues 15,260 17,293 (12%) Net Reveues 9,433 9,935 (5%) Operatig expeses 8,910 8,737 2% EBITDA 523 1,198 (56%) EBITDA% 6% 12% (651 bps) A detailed discussio of the NIIT s performace is give i subsequet paragraphs. orgaizatio overview NIIT, a leadig Global Talet Developmet Corporatio, offers lifelog learig to studets, with educatio ad traiig solutios for Idividuals, Corporate Customers, ad Schools. school learig solutios idividual learig solutios skills Buildig solutios 19% 49% ew Busiess corporate learig solutios 32% academics employability Productivity Multimedia Teachig & Learig Cotet IT Learig Teacher Traiig School Maagemet Services IT, Busiess Process Maagemet, Bakig & Fiace, Maagemet Educatio Professioal Life Skills Vocatioal Skills 9 Service Sectors icludig IT/ITES, Retail Fiace, Hospitality etc. Maaged Traiig Services Learig Delivery Custom Learig Solutios Percetages reflect share of Net Reveue for the busiess, o cotiuig busiess basis (rouded to earest iteger) 21

24 MaageMet Discussio ad aalysis (cotd.) idividuals: NIIT is oe of the largest providers of vocatioal ad professioal skills traiig to youg adults worldwide, ad is the ackowledged market leader i Idia. college studets ad graduates: NIIT is Asia s premier IT traier, ad has bee the domiat provider of IT traiig i Idia over the last 3 decades. NIIT s Idividual Learig Solutios (ILS) busiess offers traiig for IT, Bakig & Fiace, KPO ad Busiess Process Maagemet (BPM), ad Maagemet Educatio. ILS addresses college graduates i Idia, Chia ad other emergig ecoomies. o-college-goig studets: NIIT s Skill Buildig Solutios (SBS) busiess, lauched i FY 12 i a 90:10 equity partership with Natioal Skills Developmet Corporatio (NSDC), aims to address the o-college goig studet populatio i Idia, across 9 selected areas i the Service sector such as IT/ITES, Fiace, Retail, Hospitality, etc., offerig both career ad career foudatio courses. corporatios: NIIT is oe of the few compaies i the world havig ed-to-ed capability for comprehesive learig solutios. Skills developmet is icreasigly beig see by corporatios as a key arseal i busiess success, ad they are demadig both greater efficiecy ad effectiveess from their traiig fuctios. Compaies are icreasig outsourcig to specialist traiig firms to achieve their goals. NIIT s Corporate Learig Solutios (CLS) busiess provides ed-to-ed traiig services to global corporates through its Maaged Traiig Services offerig. schools: NIIT is oe of the leadig players i the Schools Educatio segmet i Idia, ad offers the widest rage of products ad solutios for K-12 schools. Outsourcig of specific services by schools is icreasig rapidly ad NIIT s School Learig Solutios (SLS) busiess is uiquely positioed to take advatage of this tred. The Guru suite of offerigs provided by SLS icludes a comprehesive set of techology based products to improve the effectiveess of school educatio, ad solutios for school maagemet. The busiesswise split of et reveues, o a cotiuig busiess basis ad excludig oe-time hardware reveues, is provided for both FY 13 ad FY 12. Corporate 32% Schools 19% Corporate 25% Schools 16% Skill Buildig 0% FY 13 Skill Buildig 0% FY 12 Busiess Mix Idividual 59% Idividual 49% Busiess overview I FY'13, NIIT cotiued its focus o stregtheig the four idetified platforms of growth, which were lauched last year, ad o improvig capital efficiecy of the busiess through reallocatio of capital, ad icreasig balace sheet stregth. While parts of the busiess were impacted by the eviromet, each of the idetified platforms cotiues to show stregth ad is poised for cotiuig growth. Idividual Corporate Schools Skills Campus Cloud 27 K erolmets sice roll out 50 courses ow offered o the cloud MTS 14 Global customers Reveue visibility icreases to $ 143 millio Reveue up 41% YoY NGuru NGSA grows 17% YoY, 43% of SLS vs 36% LY 817 private schools added i FY13, + 19% YoY Cumulative 1,504 Schools added Yuva Jyoti 34 cetres operatioal 4,800+ erolmets i FY13 Profitability, Liquidity ad Capital Efficiecy Platforms of Growth The maagemet believes that these four platforms would help the Compay to retur to the path of growth. The compay also exited capital itesive busiess models across busiesses that had dragged compay s cash flows over the last few years. The compay has reduced its debt levels substatially i the last two years, through busiess restructurig. As these capital-itesive projects 22

25 MaageMet Discussio ad aalysis (cotd.) get over, the workig capital tied up i these projects would get released ad would help the compay retur to beig cash-positive. This would also help the Compay to improve the ROCE profile of the busiess. idividual learig solutios NIIT s offerigs for Idividuals iclude traiig for IT, Busiess Process Maagemet, Bakig & Fiace, Maagemet Educatio ad Professioal Life Skills. For this, NIIT leverages its global presece across Idia, Chia ad other developig coutries for improvig skills ad employability of college-goig studets ad graduates. The market for skills traiig for improvig employability is hugely uderpeetrated i Idia ad other emergig ecoomies. Idia has over 25 millio studets erolled i higher educatio, which is secod highest i the world after Chia. Idia is followed by USA. However, Idia s Gross Erollmet Ratio (GER) i Higher Educatio is oly 18%, which is much lower tha either Chia (29%) or USA (95%). As per the latest Natioal Sample Survey Office (NSSO) survey, less tha 2% of Idias i the workig age-group have formal vocatioal traiig compared with much higher levels across the world. To realize its demographic divided, Idia eeds to focus o icreasig GER ad ecourage people for vocatioal traiig. Govermet has set a target to icrease GER to over 30% by ad also to provide vocatioal skills to over 500 millio youth by the year This represets a huge opportuity for NIIT. 30% 25% 5% 6% 10% 12% 18% FY80 FY90 FY00 FY07 FY12 FY17P FY21P i M % Idia Source: Plaig Commissio, World Bak GER i Higher Educatio i Idia 95% 19.1 USA % Chia 100% 80% 60% 40% 20% 0% Source: World Bak GER ad Erollmet Compariso, 2012 Durig the year, the Idividual Learig Solutios busiess faced a challegig eviromet due to adverse studet setimet toward IT traiig, as IT compaies deferred joiig dates for fresh graduates. However, bakig sector hirig remaied robust. The Compay also saw higher demad for Maagemet Educatio programs as well as icreased outsourcig of traiig from compaies i KPO/Busiess Process Maagemet sector. To address this eviromet, NIIT took the followig actios: Cotiued ivestmet i Cloud Campus to erich the platform. Icreased umber of courses offered o Cloud Campus. Expaded No-IT product portfolio. Ratioalized capacity for IT traiig ad cost structures. Lauched ew age courses i IT, icludig Busiess Aalytics, Cloud Computig, Mobility ad Digital Marketig. Cloud Campus is the idetified platform of growth i the Idividual Learig Solutios busiess. Over 27,000 studets have bee erolled o the Cloud Campus sice lauch. Cloud Campus haresses the power of Cloud techology to provide uique features such as the followig: cloud classroom where studets ca iteract ad lear ot oly from the at-locatio faculty but more importatly from expert faculty from wherever they are. cloud courseware the digital ad dyamic courseware eables studets to make otes, highlight, ad review at their coveiece. aywhere lab providig 24 7 access for hadso practice o their devices. lesso o Demad esurig that studets do ot miss a lesso, eve if they miss a class. olie assessmets eablig studets take practice tests besides takig idustry-level assessmets. Buddyet learig a learig feature that eables collaboratio with other studets as well as expert faculty, thereby makig learig lot more fu. 23

26 MaageMet Discussio ad aalysis (cotd.) NIIT Cloud Campus Curret Feature Set Log Term Career Programs for college studets seekig ew-age careers, Accelerated Programs i IT & Bakig & Global Fiace domais for graduates, New Techology & Advaced skills courses for workig professioals i IT, Marketig ad Geeral Maagemet will be offered through Cloud Campus. Cloud Campus is NIIT s ivestmet ito the future ad provides a revolutioary ew way of learig. With growth i service sectors, there has bee a explosio of diverse skill eeds. Studets are lookig for greater flexibility i schedules, devices, ad wat O-Demad learig. Cloud Campus platform would help NIIT address the above eeds, achieve higher scalability with available resources, lower delivery cost, ad achieve better capacity utilizatio. Besides offerigs i domais curretly addressed, Cloud Campus would help the compay to rapidly expad reach i other service domais that the Compay may add i the future. New areas uder cosideratio iclude Desig, Retail, Healthcare, Hospitality, etc. idia o ils - it IT cotiues to be a aspiratioal career choice for studets as is evidet from the record participatio i NITAT (Natioal IT Aptitude Test). Over 152,000 studets appeared i NITAT, which was coducted i February 2013, across the coutry. Number of test takers icreased by 22% versus last year, represetig latet demad. However, IT erolmets have bee impacted over the last oe year, as IT compaies have bee cautios i hirig, focused o improvig capacity utilizatio, ad also deferred joiig dates of fresh graduates hired sice late last year. NIIT is usig the opportuity to ratioalize its product portfolio ad lauch ew age IT programs icludig Busiess Aalytics, Cloud Computig ad Mobility, Digital Marketig, etc., which have a higher realizatio ad address up skillig eeds of IT professioal. New versio of the Cloud Campus has bee lauched with improved features. Over 50 programs are ow offered o the Cloud Campus platform i over 150 ceters. Although hirig by IT sector dropped over 20% durig the year (source: NASSCOM), compaies are icreasig preferece for hirig of skilled workforce, just-i-time. I FY 13, NIIT s overall placemets remaied strog at over 36,000, represetig a margial declie of 4% versus last year. The icreasig share of NIIT s campus placemets is a cotiuig positive tred ad is further edorsemet of NIIT s traiig. o iit istitute of Fiace Bakig ad isurace (ifbi) Durig FY 13, IFBI cotiued to stregthe its portfolio of offerigs for the bakig sector. Durig the year, the Compay started to offer traiig for the role of Sales Officers i baks. Baks hire Sales Officers i large umbers every year, ad this is aother area i which IFBI has a atural advatage, owig to its atioal reach. IFBI started i equity partership with ICICI Bak i FY'07 has emerged as the leadig traiig provider for 24

27 MaageMet Discussio ad aalysis (cotd.) skills i bakig sector. Over the last six years, IFBI has placed more tha 21,000 studets ad traied more tha 90,000 professioals. of Idia, NIIT siged a MOU with Haia Resort Software Commuity software park to ope a Global Talet Developmet Ceter for Chia i Haikou. o iit imperia - cetre for advaced learig NIIT Imperia offers Maagemet ad Leadership developmet programs to workig professioals. Imperia had strog growth i FY 13. NIIT Imperia ow offers over 15 courses i associatio with leadig istitutios, icludig IIMs ad compaies such as Google ad KPMG. o iit istitute of Process excellece (iit uiqua) Uiqua is NIIT s offerig for Busiess Process Maagemet/ KPO traiig, i joit veture with Gepact. Uiqua focuses o the B2B traiig ad icreased its offerigs as well as the customer base durig the year. The busiess had robust growth ad profitability durig the year. chia ad other emergig ecoomies I FY 13, NIIT Chia cotiued its strategy to focus o growth through ow ceters i Public Private Partership model ad through NIIT Iside Uiversities. This resulted i robust growth i Wuxi, Suzhou, Chagzhou, ad Chegdu markets, while ew ceters were lauched i Qigdao, Zhagjiagag ad Haikou through the public private partership model. Jiagsu Provicial Departmet of Educatio siged a Memoradum of Uderstadig (MOU) with NIIT, to reew ad expad its cooperatio for NIIT Iside model i uiversities ad vocatioal schools. A large-scale cooperatio agreemet was reached with Qigdao Uiversity for a joitly operated degree program i software egieerig major startig from the academic year As part of Idia-Chia cooperatio projects supported by Natioal Developmet Reforms Commissio of Chia ad Plaig Commissio Sigig MOU o Haia IT Kowledge Park Project betwee RSTC & NIIT NIIT s key strategy of ivestig i Africa to achieve rapid scale, gathered substatial mometum i FY 13 by successful sig-up of a Joit Alliace Agreemet betwee NIIT ad Neotel (oe of the leadig Telecom Service Providers i South Africa) with a objective to address the growig eed of skilled mapower i IT, Busiess Process Maagemet, Fiace & Bakig, ad School Solutios i the SADC (South Africa Developmet Commuity) Regio. FY'13 was also a evetful year as the Compay established the first Iteratioal IFBI Ceter i Nigeria. NIIT also established its footprit i D R Cogo ad South Suda. Besides this, NIIT successfully lauched the ew Cloud Campus Curriculum i Vietam ad Bagladesh. NIIT has bee awarded the ICT Gold Medal by Ho Chi Mih City Computer Associatio (HCA) for the seveth cosecutive year. NIIT Ghaa was recogized as Best Result-Orieted ICT School i Ghaa, for the third cosecutive year. I Chia, NIIT received the Friedship Award from Govermet of Chogqig, for cotributios to ecoomic ad social developmet. Sigig of NIIT & Neotel joit Alliace Agreemet 25

28 MaageMet Discussio ad aalysis (cotd.) Fiacials for idividual learig solutios Rs. Millio Fy 13 Fy 12 chage Net Reveues 4,582 5,829 (21%) EBITDA (87%) OM% 3% 16% (1,345 bps) Lower erolmets for IT traiig programs led to 21% declie i reveues for ILS i FY 13. Margis were dow 87% due to impact of operatig leverage i the busiess. However, erolmets i No-IT programs icreased 48% over last year. Share of reveues from No-IT programs i ILS icreased to 17% from 11% last year. The closig order book stood at Rs. 1,733 millio, of which 66% is executable over the ext 12 moths. corporate learig solutios FY 13 saw cotiued surge i spedig by compaies o traiig. Accordig to idustry reports, the total spedig by corporates i USA i caledar year 2012 was close to USD 75 billio, which is a icrease of 12% over last year. Skill developmet expertise is beig see as the ew arseal for busiess success ad orgaizatios are icreasigly relyig o specialists for traiig, to icrease efficiecy ad effectiveess. US Corporate Traiig Spedig 9.5% 12.0% 6.0% 2.0% % -11.0% Source: Bersi & Associates Corporate Traiig Market, 2012 iovative solutios that help cliets accelerate busiess impact. NIIT Maaged Traiig Services are a suite of best-i-class traiig processes that eable customers to reduce costs, sharpe their busiess focus, ad drive quatifiable results. Our Maaged Traiig Services deliver more relevat traiig to orgaizatios, brig prove best practices ito busiess processes, ad redirect surplus traiig capital ito core busiess fuctios. 2,174 1, FY11 FY12 FY13 MTS Reveue (Rs. Millio) Durig the year, CLS cotiued its focus o MTS busiess. MTS achieved further tractio with additio of 5 customers, takig the total umber of global cliets to 14. The customer set icludes large compaies from a variety of sectors icludig Oil ad Gas, Techology, Telecom, Fiacial Services, etc., may of whom are market leaders i respective segmets. CLS reveues icreased 19% year over year, drive by 41% growth i MTS. MTS ow cotributes 72% to CLS busiess mix. Durig the year, the margis improved by 485 basis poits to 11% due to better leveragig of eablig expeses over a higher busiess volume. I FY 13, the busiess had a order itake of USD 62.5 millio, a icrease of 16% year over year. The closig order book stood at USD 53.6 millio. Of this, 66% is executable durig FY 14. CLS eded the year with a total reveue visibility of USD 143 millio. Fiacials for corporate learig solutios Rs. Millio Fy 13 Fy 12 chage Net Reveues 3,037 2,543 19% EBITDA % OM% 11% 6% 485 bps Fiacials o a cotiuig busiess basis NIIT Maaged Traiig Services NIIT s Corporate Learig Solutios busiess delivers 26

29 MaageMet Discussio ad aalysis (cotd.) school learig solutios The School Learig Solutios busiess provides techology-based teachig ad learig solutios to private schools, ICT solutios i govermet schools ad professioal developmet for teachers. NIIT offers a comprehesive suite of products for private schools uder the brad ame of Guru. The Guru suite icludes iovative products such as ICR Cloud for teachers, Math lab ad IT Wizard for improvig educatio i schools, ad, Quick School Cloud a Educatio Resource Plaig solutio for school maagemet. Idia has over 1.2 millio schools i the coutry. Of these, approximately 1 millio schools are fuded by the govermet. The remaiig are owed ad operated by private istitutios. Techology-based solutios are eterig a phase of mass adoptio i private schools represetig a large ad growig opportuity for the Compay. I schools, Guru offerigs are the idetified platform for growth for the Compay. SLS siged 817 schools i FY 13, which is 19% growth over last year. Reveues from NGSA segmet i SLS grew 17% year over year ad ow cotribute 43% to SLS busiess mix. Durig FY'13 NIIT cotiued to ehace the Guru platform. Guru offerigs are leveragig cloud techology to offer ext-geeratio products to help schools improve learig ad to icrease their competitiveess i the market. 586 FY FY12 NGSA Reveue (Rs. Millio) 854 FY13 The Compay cotiues to de-emphasize Govermet Build Ow Operate Trasfer (BOOT) cotracts, i lie with the stated objective of reducig the capital itesity of the busiess. While this impacted overall reveue, it helped the Compay to coserve capital ad improve cash flow. I FY 13, the Compay recorded a order itake of Rs. 916 millio. At the ed of the year, the order book for this busiess stood at Rs. 5,059 millio. Of this, 27% is executable durig FY 14. Fiacials for school learig solutios Rs. Millio Fy 13 Fy 12 chage Net Reveues 1,805 1,560 16% EBITDA % OM% 9% 9% (72 bps) Fiacials excludig oe-time hardware reveues skills buildig solutios FY 13 was the first full year of operatios for NIIT s Skills Buildig Solutios busiess. Last year, NIIT etered ito a joit veture with the Natioal Skills Developmet Corporatio (NSDC) to form the NIIT Yuva Jyoti Limited. This subsidiary was icorporated to egage i the busiess of educatio ad traiig through settig up of skill developmet ceters, to build a iclusive, eabled ad skilled society, by vocatioally skillig youth i to employable professioals i various sectors. Skill buildig presets a large opportuity, give low peetratio of formal vocatioal traiig i the coutry. Idia plas to trai over 500 millio people by the year 2022, while the aual capacity to trai is less tha 5 millio a year represetig a 10 gap i demad ad supply. While there is a large potetial, low awareess of the beefits of skills traiig ad willigess to pay is a equally big challege. 27

30 MaageMet Discussio ad aalysis (cotd.) Durig the year, SBS added 28 ew ceters to its etwork to take total reach to 34 locatios i key cities across 5 states i North Idia. To reduce cost of delivery, the compay has bee tuig ceter specificatios to reduce setup cost ad is workig o iovative methods for lowerig cost of studet mobilizatio ad traiig delivery. The Compay also established large umber of local tie-ups for placemet of traied studets. SBS ow offers 17 courses icludig foudatio ad career programs. SBS had over 4,800 registratios i FY 13. awards ad ackowledgemets NIIT received Top IT Traiig Compay Award 2012 for the 20th year i successio by Cybermedia publicatios. NIIT featured as the Idia s Most Trusted Educatio Brad i Brad Trust Report, Idia Study, 2013, udertake by Trust Research Advisory for the secod cosecutive year. NIIT has bee raked amog the Top 10 Idia s Best Compaies to Work for 2012 by Great Places to Work Istitute. NIIT NGuru ICR@Home, has bee ackowledged for the secod cosecutive year at the World Educatio Summit 2013 for best Use of Assistive Techologies i Educatio. NIIT Imperia received Best Telecom & Satellite Learig Providers i Educatio award at the Natioal Educatio Excellece Awards 2013 by leadig idustry body ASSOCHAM (Associated Chambers of Commerce ad Idustry of Idia). NIIT IFBI is recogized as Most Iovative Recruitmet Maagemet iitiative at the Talet & HR Leadership Coferece Awards by ET Now at World HRD Cogress NIIT MidChampios Academy (MCA) completes 10 years of developig youg mids through Chess, impactig over 1.65 millio childre across 17,000 schools sice iceptio. NIIT Foudatio awarded the Shiksha Rata Award for DLC Chhidwara i the category of Best Higher Educatio Istitute of Madhya Pradesh i NIIT Imperia received the Outstadig Studet Support Services award at the Asia Learig Leadership Awards NIIT Vietam was awarded the ICT Gold Medal 2012, by Ho Chi Mih City Computer Associatio (HCA) for the seveth cosecutive year. Over 1,52,000 cadidates from more tha 300 cities applied for NIIT s ith Natioal IT Aptitude Test. NIIT aouced the 13th IT Scholarship i Nigeria, to reward meritorious studets seekig a global career i IT. NIIT was adjudged as the Best Result-Orieted ICT School i Ghaa for the third cosecutive year. NIIT received Frachisor of the Year: IT Award by Frachise Plus, Idia s leadig busiess opportuity magazie. NIIT USA was raked amog the Top 20 Compaies i Traiig Outsourcig, 2012 by Traiig Idustry, Ic. for the sixth Cosecutive time sice NIIT USA was awarded the Brado Hall Excellece i Learig 2012 Silver Award i the Best i Competecies ad Skill Developmet category joitly with Shell for Shell Stadard Primavera Educatio. NIIT USA eared a silver i the Chief Learig Officer Learig i Practice 2012 awards i the Excellece i E-Learig category for MetLife Virtual Iductio Program. NIIT USA raked #3 Overall ad #2 i Size of 28

31 MaageMet Discussio ad aalysis (cotd.) Deal i HRO Today magazie s Baker's Doze Customer Satisfactio Ratigs for Top Learig Providers, cosolidated Fiacial Review of the compay The fiacial summary for FY 13 is as follows: Rs. Millio Fy 13 Fy 12 yoy (%) Systemwide Reveues 15,435 19,960 (23%) Net Reveues 9,608 12,603 (24%) Operatig Expeses 9,085 11,128 (18%) - Persoel Cost 2,634 3,189 (17%) -Professioal ad Techical 2,419 2,347 3% Outsourcig Expeses - Purchase of Stock i Trade 1,189 1,607 (26%) - Other Expeses excludig 2,843 3,985 (29%) Fiace Costs EBITDA 523 1,475 (65%) EBITDA% 5% 12% (626 bps) Depreciatio & Amortizatio (1%) Net Other Icome (icludig Exceptioal (339) 1,429 (1,768 m) Items) Taxes (433) 1,409 1,842 m Share of Associate Profits/Profits % attributable to Miority shareholders Profit After Taxes Attributable to 263 1,102 (76%) Equity Holders Basic EPS (i Rs.) (76%) Due to divestmet of Elemet K i October 2011, exceptioal items ad oe-time hardware reveues i both FY 12 ad FY 13, the overall fiacials of the Compay for FY 12 ad FY 13 are ot comparable. Reveues I FY 13, the Compay recorded reveue of Rs. 9,608 millio, which was lower by 24% as compared to last year. This declie is primarily o accout of divestmet of Elemet K ad subdued performace by Idividual Learig Solutios busiess. O a cotiuig busiess basis ad excludig oe-time hardware reveues, the reveue i FY 13 was Rs. 9,433 millio versus Rs. 9,935 millio i FY 12, represetig a declie of 5%. et other icome The et other icome i FY 13 reflects: Iterest expeses et of icome from deposits ad mutual fuds Foreig exchage gais/(losses) Miscellaeous icome Exceptioal items The et iterest ad fiacial expese for FY 13 stood at Rs. 164 millio compared to Rs. 262 millio for FY 12. Durig the year, the Compay recorded a et foreig exchage loss of Rs. 77 millio compared to the gai of Rs. 27 millio i FY 12. Miscellaeous icome for FY 13 stood at Rs. 76 millio (previous year Rs. 18 millio) ad icludes iterest o statutory refuds. Exceptioal items for FY 13, amoutig to Rs, 174 millio, iclude expeses related to divestmet i Elemet K ad related idemity provisios. I FY 12, exceptioal items of Rs. 1,636 millio icluded: A oe-time icome (post trasactio-related expeses) from the divestmet of Elemet K amoutig to Rs. 2,094 millio. Rs. 63 millio of Corpus give to The NIIT Istitute/ NIIT Uiversity i accordace with the approvals received from the shareholders. Rs. 351 millio as provisio agaist specific receivables. Rs. 36 millio as Service tax o ret for immovable properties reted by the compay for its operatios i Idia. Rs. 9 millio toward impairmet of itagibles. expeses O a overall basis, the operatig expeses decreased 18% year over year. However, due to the divestmet of Elemet K, the overall expeses are ot comparable. O a cotiuig basis ad excludig impact of oetime hardware reveues, the operatig expeses were Rs. 8,910 millio versus Rs. 8,737 millio i FY 12, up 2%. Expeses as a proportio of reveue have icreased versus last year due to chage i busiess mix, which has bee partially offset by cost ratioalizatio. taxes Durig FY 13, the Compay has filed tax retur for FY 12 ad deposited the due amout with the authorities. Based o revised computatio of tax, the Compay has reversed provisio amoutig to Rs. 425 millio primarily o accout of Elemet K divestmet. The Compay had provided for a amout of Rs. 839 millio i FY 12 relatig to divestmet of Elemet K. I additio to above, Deferred Tax Assets amoutig to Rs. 89 millio were created i FY 13. Tax expese for FY 13 stood at Rs. 81 millio. 29

32 MaageMet Discussio ad aalysis (cotd.) Detailed aalysis of cosolidated Balace sheet as o March 31, 2013 Rs. Millio 31-Mar Mar-12 sources of Fuds Share Capital Miority Iterest Reserves & Surplus 6,347 6,290 et Worth 6,726 6,659 Secured Loas 1,451 1,009 Usecured Loas loa fuds 1,525 1,087 total 8,252 7,746 applicatio of Fuds Fixed assets Gross Block 7,001 6,321 Depreciatio 4,797 4,041 et Block 2,204 2,281 Capital Work i Progress Ivestmet 2,357 1,950 Net Curret Assets 3,411 3,257 Deferred Tax Assets total 8,252 7,746 Totals may differ due to roudig the aalysis i this MDa does ot coform specifically to the ew schedule Vi format ad has bee regrouped for aalysis. share capital Durig the year, there was o chage i the share capital of the Compay. Reserves ad surplus For the purposes of cosolidatio, while covertig the fiacial statemets of foreig subsidiaries ito the Group Currecy (INR), the Compay followed the Idia Accoutig Stadard - AS 11 The Effects of chages i Foreig Exchage rates for traslatio of balaces of o-idia subsidiaries. Assets ad liabilities of o-idia subsidiaries are traslated at the year-ed exchage rate. Icome ad Expediture items are traslated at predetermied rates that approximate the exchage rate prevailig o the date of the trasactio. The resultat traslatio adjustmet is reflected as a separate compoet of Shareholders fuds as Currecy Traslatio Reserve. Durig the year, the Compay has take currecy iterest rate swap to hedge the currecy ad iterest rate risk i respect of foreig currecy term loa for the etire teure of the loa. The iterest rate has bee fully hedged at a fixed rate of 11% p.a.. The mark to market impact has bee reflected uder Hedgig Reserve. loa Fuds At the year ed, the gross debt of the Compay stood at Rs. 1,525 millio compared to Rs. 1,087 millio i March 12. As of March 31, 2013, the Compay had a et debt of Rs. 462 millio as compared to a et debt of Rs. 67 millio as of March 31, As per the ew balace sheet format, Rs. 1,102 millio is reflected as log-term borrowigs, Rs. 20 millio as short-term borrowigs, ad Rs. 403 millio as curret maturities of log-term borrowig (grouped uder Other Curret Liabilities). Fixed assets As of the begiig of the year, the Net block stood at Rs. 2,281 millio. Durig the year, the Compay ivested Rs. 807 millio i fixed assets, icludig capitalizatio of the opeig capital work i progress. The additio was for the followig: a) New iitiatives ad products: Rs. 247 millio b) Project-related capital expediture Rs. 336 millio c) Capacity expasio ad upgradatio: Rs. 36 millio d) Normal capital expediture: Rs. 188 millio I additio, the Capital work i progress stood at Rs. 126 millio as of March 13 versus Rs. 192 millio as of March 12. This icludes itagible assets uder developmet as well as capital advaces (ow regrouped uder log-term loas ad advaces). The Net block stood at Rs. 2,204 millio o March 31, ivestmets At the year ed, the ivestmets stood at Rs. 2,357 millio, which represets the holdig value of NIIT Techologies Limited. While ivestmets i NIIT Techologies Limited have bee classified as ocurret ivestmets, ivestmets i mutual fuds are reflected as curret assets. Deferred tax assets At the year ed, the et deferred tax assets were Rs. 153 millio o accout of thetax impact of differece betwee carryig amout of fixed assets i the fiacial statemets ad as per the icome tax calculatio. et curret assets The elemets of et curret assets were as follows: ivetories Ivetories maily icluded traiig material, icludig educatioal software used by the Compay for impartig IT-ITES ad schools educatio. Over the year, due to streamliig of operatios, the value of the ivetory held by the Compay decreased from Rs. 119 millio to Rs. 96 millio. 30

33 MaageMet Discussio ad aalysis (cotd.) trade Receivables The total receivables of the Compay were at Rs. 4,069 millio, up margially from Rs. 3,932 millio as o March 31, The icrease is attributable to loger collectio cycles i govermet ad iteratioal collectios. Of the total, a amout of Rs. 370 millio has bee classified as o-curret based o the due dates of debtors. cash ad Bak The cash ad bak balaces as o March 31, 2013 stood at Rs. 1,059 millio compared to Rs millio as o March 31, Icludig mutual fud ivestmets, the cash balace of the Compay stood at Rs. 1,063 millio as compared to Rs. 1,020 millio as of March 31, Durig the year the Compay: Geerated Rs. 464 millio from operatios, Utilized Rs. 520 millio for ivestmet activities icludig sale/purchase of fixed assets ad mutual fuds, ad Utilized Rs. 5 millio i fiacig activities of payig iterest ad divided, repayig debt ad proceeds for ew debt. Cash geerated from Operatios icludes impact of Rs. 8 millio, excluded from Cash Flow uder Schedule VI o accout of classificatio of Other bak balaces. Edig cash balace icludes favourable impact of Rs. 105 millio due to chage i exchage rates. other curret assets Other curret assets iclude iterest receivable ad ubilled reveues. The balace as of March 31, 2013 stood at Rs. 768 millio, as compared to Rs. 870 millio i the previous year. Of this, based o the ivoicig patter of the ubilled reveue, Rs. 167 millio has bee classified as o-curret. loas ad advaces Loas ad Advaces iclude advaces to suppliers, deferred expeses, ret advaces, security deposits give for premises as well as advace tax paid. As of March 31, 2013 the total Loas ad Advaces stood at Rs. 1,247 millio compared to Rs. 1,152 millio i March 31, Based o the realizatio time horizo of the loas ad advaces, a amout of Rs. 565 millio has bee classified as o-curret. Capital advaces of Rs. 1 millio i FY 13 ad Rs. 16 millio i FY 12 have bee icluded i Loas ad Advaces as per revised Schedule VI. sudry creditors Sudry Creditors, icludig Other Payables as reflected uder Other Liabilities, decreased from Rs. 2,291 millio i FY 12 to Rs. 2,246 millio i FY 13. other curret liabilities Other Curret Liabilities icreased from Rs. 675 millio i FY 12 to Rs. 900 millio i FY 13. Other Curret Liabilities cosists of advaces from customers, security deposits, deferred reveue ad other liabilities but excludig Curret Maturities of Log Term Borrowig ad Other Payables. Provisios The total provisios reduced from Rs. 870 millio i FY 12 to Rs. 685 millio i FY 13. The outstadig amout icluded Rs. 308 millio for the proposed Divided of Rs per equity share of Rs. 2 ad the Divided Distributio Tax thereo, compesated abseces provisio of Rs. 113 millio ad gratuity provisio of Rs. 10 millio. I additio, there is Rs. 254 millio as provisio for idemity provided to the buyers of Elemet K. accoutig Policies The Compay has selected the accoutig policies described i the otes to accouts, which have bee cosistetly applied, ad made judgmets ad estimates that are reasoable ad prudet so as to give a true ad fair view of the state of affairs of the Compay as at March 31, 2013 ad of the profit or loss of the Compay for that year. Related Party trasactios Related Party trasactios are defied as trasactios of the Compay of a material ature with Promoters, Directors or the Maagemet, their subsidiaries or other related parties who may have a potetial coflict with the iterest of the Compay at large. There were o material trasactios durig the year uder review that were prejudicial to the iterests of the Compay. All trasactios covered uder related party trasactios were regularly ratified ad/or approved by the Board, the guidig priciples beig arm s legth, fairess ad trasparecy. The details of related party trasactios are give i the Notes to Accouts. Reveue Recogitio Policy The sigificat Accoutig policies ad practices followed by NIIT Limited are disclosed i Note 1 of Schedule "20" (Notes to Accouts) of the Accouts for the year. 31

34 MaageMet Discussio ad aalysis (cotd.) Reserves NIIT Limited reserves did ot reflect ay reserves o accout of revaluatio of assets. Huma Resources TThe Compay has bee built o the foudatios of people beig the key drivers of growth of the orgaizatio. People are at the core of its Visio, which espouses mutual positive regard, career buildig ad providig opportuities for learig, thikig, iovatio, ad growth. The Compay offers a eviromet where all-roud developmet is as much of a goal as realizatio of career ambitios. Durig FY 13, the Compay cotiued to focus o improvig people productivity, through traiig ad developmet of its people. There were a lot of focussed actios o itesive traiig of the Sales cadre ad o developig the maagers o people leadership skills. NIIT lauched Mobility Facilitatio ceter to give a fillip to job rotatio. The compay also revisited the process of idividual goal-settig ad established practices ad systems to have stroger likages betwee orgaizatio, busiess ad idividual goals. NIIT was recogized by Great Place to Work istitute as the 10th best compaies to work for i Idia for ispirig trust amogst NIITias, for istillig pride i them, ad, for creatig a eviromet withi the workplace that promotes camaraderie. I the fiacial year, the Compay s headcout decreased by 403 as the compay ratioalized operatios across its busiesses. As of the year ed, the headcout stood at 3,324 with 57% i direct roles, 19% i Sales ad Marketig, ad the balace i idirect roles. Future outlook The Compay remais focused o its four platforms of growth Idividual: Cloud Campus Corporate: Maaged Traiig Services Schools: Guru Skills: Yuva Jyoti N Idividual Corporate Schools Skills Cloud Campus MTS NGuru Yuva Jyoti Profitability, Liquidity ad Capital Efficiecy Idividual: Durig FY 13, the busiess has bee impacted by a temporary squeeze i hirig by IT sector. The compay is focusig o its No-IT portfolio ad New Age IT programs with higher realizatio, to help recover growth. The Cloud Campus platform will help the compay to expad reach ad drive efficiecy i the busiess. Corporate : Growth is expected to cotiue o stregth of sigificat order book ad strog growth i Maaged Traiig Services busiess. Volume growth ad leverage of eablig expeses would drive margi improvemet. Schools: Cotiued selectivity o Govermet BOOT cotracts ad focus o Guru solutios for private schools will result i sigificat improvemet i busiess mix i favor of NGSA. I additio, the Compay expects improved liquidity due to release of workig capital tied up i receivables i govermet cotracts. Skills: Focus o capacity utilizatio ad o itroductio of ew products. stregtheig of Balace sheet Despite a challegig busiess eviromet, the Compay has bee able to deleverage its balace sheet over the last couple of years. Most of the ivestmets i growth platforms have bee completed. The Compay is exitig capital-itesive busiess models. Focus o free cash flow geeratio. overall Cosistet pursuit of the four Platforms of growth i the cotext of market realities would help to cosolidate NIIT s leadership positio i the idustry. Products ad Services are leveragig cloud techology to drive growth ad profitability. Steps take to exit capital itesive busiessess to help i improvig ROCE profile of the Compay ad improved returs for all stakeholders. Risks ad cocers As a global eterprise, NIIT is exposed to a wide variety of risks across its differet lies of busiesses. The Compay perceives risks as a major hidrace i achievig its fiacial, operative ad strategic goals, but through timely mitigatio there is a opportuity to miimize impact ad tur risks ito opportuities. NIIT has a comprehesive ad robust Eterprise-wide Risk 32

35 MaageMet Discussio ad aalysis (cotd.) Maagemet (ERM) structure i place, to eable all the busiesses to recogize their risks i advace, so that appropriate ad adequate mitigatio plas ca be put i place to couter the same. This is based o three pillars: a) Busiess Risk Assessmet, b) Operatioal Cotrols Assessmet, ad c) Policy Compliace processes. The risk maagemet mechaism is a itegral part of the Compay s core process ad ivolves recordig, moitorig, ad cotrollig of the iteral fuctios of eterprise ad the associated busiess risks, via a comprehesive risk reportig framework. Through the said mechaism, the Compay aims to achieve a optimum balace betwee risk ad reward, with the uderlyig objective of maximizig value for all stakeholders. While the exteral eviromet i FY 13 remaied challegig, applicatio of ERM has resulted i real, tagible beefits for the compay. The risk maagemet process is cotiuously reviewed, discussed ad improved to adapt toward chage of risks parameter based o global risk sceario. The rapid chages i techology across the globe have ecessitated a dyamic chage i the Compay s busiess ad delivery models. As risk takig is a itrisic part of all the busiesses ad ay opportuities for growth always carry with it iheret risks, it has bee our costat edeavor to esure that each of the busiesses geerates high risk-adjusted returs. As prioritizatio of key risks is sigificat, NIIT has take upfrot iitiatives to idetify the risks, documet them i cosultatio with the busiess groups, ad defie the risk matrix framework. NIIT s risk matrix framework addresses all the sigificat risks of the busiesses as evisaged by the maagemet from time to time based o past experiece ad existig eviromet surroudig the busiess activity, alog with a mitigatio strategy for the same. The mitigatio strategy is simultaeously addressed by the respective busiess group for each of the idetified risks while fializig strategic ad operatioal parameters of the busiess. The compliaces ad assurace of the risk mitigatio strategies are addressed by the Iteral Audit ad Assurace Group. The major ad sigificat risks idetified by the Compay i two broad categories, amely Exteral Risks ad Iteral Risks, with mitigatio strategies of each i place are: Exteral Risks: Political, Eviromet, Macroecoomic, Exchage Fluctuatio, Competitio, Legal ad Techology Obsolescece; ad Iteral Risks: Busiess Cocetratio, Ivestmet Process, Huma Resource, Research ad developmet, Regulatory compliaces ad Fiacial Reportig. The Compay is well diversified, both i terms of its service offerigs ad geographic spread. The judicious mix of reveue from the differet busiess lies, that is, Idividual, Schools ad Corporates, esure that the Compay is well positioed to maage ay dowtur or slowdows i a particular product portfolio or i a specific geography. The Compay believes that with the ERM process i place, it has a robust mechaism for risk maagemet, ad the strategies for risk maagemet are reviewed by the Board of Directors at regular itervals. iteral cotrol systems ad its adequacy The Compay has adopted world-class practices for iteral cotrols, based o its extesive global operatioal experiece. It has also implemeted oe of the leadig ERP solutios i its global operatios, to itegrate various facets of busiess operatios, icludig Huma Resource, Fiace, Logistics, ad Sales. This has eabled the Compay to cotrol ad moitor its worldwide operatios olie ad stregthe the ability of iteral cotrols to fuctio most optimally. The Compay s iteral cotrol systems are commesurate with the ature of its busiess ad the size ad complexity of its operatios. These are regularly reviewed ad certified by Statutory as well as Iteral Auditors durig the year ad it covers all key busiess areas. Sigificat audit observatios alog with auditee respose ad implemetatio actio pla thereo are reported to the Audit Committee. The Audit Committee reviews the adequacy ad effectiveess of the Compay s iteral cotrol system ad moitors the implemetatio of audit recommedatios, icludig those relatig to stregtheig of the Compay s risk maagemet policies ad systems. Disclaimer Statemets i this maagemet discussio ad aalysis describig the Compay s views about the idustry, objectives, projectios, estimates ad expectatios may be forward lookig statemets withi the meaig of applicable laws ad regulatios. The Compay udertakes o obligatios to publicly update or revise ay forward-lookig statemets, whether as a result of ew iformatio, future evets, or otherwise. Actual results, performaces or achievemets could differ materially from those expressed or implied i such statemets. Readers are cautioed as ot to place udue reliace o the forward-lookig statemets as they speak oly as of their dates. The MD&A should be read i cojuctio with the Compay s fiacial statemets icluded herei ad the otes thereto. Iformatio provided i this MD&A pertais to NIIT Limited ad its subsidiaries o a cosolidated basis, uless otherwise stated. 33

36 Corporate GoveraCe report Your Compay believes that strog compaies are built o the foudatio of good goverace practices. Corporate Goverace ecompasses the effective maagemet of relatioships amog costituets of the ecosystem - shareholders, maagemet, staff members, customers, vedors, govermets, regulatory authorities ad commuity at large. These relatioships ca be stregtheed through corporate fairess, trasparecy, empowermet ad compliace with the law i letter ad spirit. Your Compay takes proactive approach ad revisits its goverace practices from time to time so as to meet busiess ad regulatory eeds. CoMpaY S philosophy o Corporate GoveraCe Your Compay s philosophy o Corporate Goverace is aimed at optimizig the balace betwee stakeholders iterests ad corporate goals through the efficiet coduct of its busiess ad meetig their obligatio i a maer that is guided by trasparecy, accoutability ad itegrity. It has always bee believed that a idepedet Board followig iteratioal practices, trasparet disclosures ad empowermet of stakeholders are as ecessary as solid fiacial results for creatig ad sustaiig shareholder s value. Your Compay is coscious of its resposibility as a good corporate citize ad is committed to a high stadard of Corporate Goverace practices. At NIIT, value creatio is a philosophy that is ubiquitous across the orgaisatio. Stakeholders are the focus of Compay s growth strategy. The Compay has esured stability ad growth i a dyamic eviromet ad i competitive times. This has bee the Compay s commitmet sice iceptio. BOARD OF DIRECTORS Compositio of Board The compositio of the Board of Directors is i coformity with the stipulatio laid dow i the code of Corporate Goverace recommeded by the Securities ad Exchage Board of Idia (SEBI) through Clause 49 of the Listig Agreemet of the Stock Exchages. the ames ad Categories of the Directors o the Board, their attedace at Board Meetigs held durig the Fiacial Year ad at the Last aual Geeral Meetig ad the umber of Directorship ad Committees Chairmaship/ Membership held by them are give hereuder: Name of Director & DIN Mr. Rajedra S Pawar ( ) Mr. Vijay K Thadai ( ) Mr. P Rajedra ( ) Mr. Suredra Sigh ( ) Mr. Sajay Khosla ( ) Ms. Madhabi Puri Buch ( ) Desigatio Chairma ad Maagig Director Chief Executive Officer ad Wholetime Director Chief Operatig Officer ad Wholetime Director Director Director Director Category Promoter & Executive Director Promoter & Executive Director No. of Board Meetigs durig the Fiacial Year No. of Directorships i other Idia Compaies* No. of Membership/ Chairmaship i other Board Committees** Held Atteded Member Chairma Whether atteded last AGM Yes Yes Executive Director Yes No-Executive Idepedet Director No-Executive Idepedet Director No-Executive Idepedet Director Yes No Yes * Directorships do ot iclude private compaies, Sectio 25 compaies ad compaies icorporated outside Idia. ** Board Committees for this purpose icludes oly Audit committee ad Shareholders /Ivestors Grievace committee of public limited compaies. Note: 1. No Director is related to ay other Director o the Board i terms of the defiitio of relative give uder the Compaies Act, Mr. Subroto Bhattacharya (DIN: ) ceased to be Director of the Compay w.e.f July 2, Mr. Bhattacharya had ot atteded ay Board/Committee meetig durig his associatio as Idepedet Director durig the fiacial year

37 Corporate GoveraCe report (Cotd.) Your Compay is maaged ad guided by a professioal Board comprisig six Directors out of which three are Idepedet Directors, costitutig half of the Board s total stregth. The Directors are emiet persos with cosiderable professioal expertise ad experiece. The Idepedet Directors of the Compay meet all the criteria madated by Clause 49 of the Listig Agreemet. The Board s role, fuctios, resposibilities ad accoutability are clearly defied. I additio to its primary role of moitorig corporate performace, the fuctios of the Board iclude: Articulatig the corporate philosophy ad missio; Formulatig strategic plas; Reviewig ad approvig fiacial plas ad budgets; Moitorig corporate performace agaist strategic plas icludig overseeig operatios; Esurig ethical behaviour ad compliace with laws ad regulatios; Reviewig ad approvig borrowig/ledig, ivestmet limits ad exposure limits etc.; Keepig Shareholders iformed about plas, strategies ad performace; ad Esurig 100% ivestors satisfactio. a brief profile ad role of each of the Directors is give below: Mr. rajedra S pawar Desigatio: Chairma ad Maagig Director profile: Mr. Rajedra S Pawar is Chairma ad Co-Fouder of the NIIT Group, comprisig NIIT Limited, the leadig Global Talet Developmet Corporatio, which pioeered the computer educatio market i Idia i the 80 s, ad NIIT Techologies Limited the software ad services arm, caterig to cliets across North America, Europe, Asia ad Australia. Set up i 1981, NIIT pioeered the computer educatio market i Idia, creatig a completely ew idustry segmet ad takig it to cosolidatio ad maturity. Mr. Pawar has played a leadership role i urturig NIIT ad buildig it ito a leadig Global Talet Developmet Corporatio. By pioeerig NIIT s iovative frachisig model, he eabled the compay to uleash a wave of etrepreeurship across the globe, providig youg people with the opportuity to create viable busiesses cetered o IT learig. Mr. Pawar is a member o the Prime Miister s Natioal Coucil o Skill Developmet ad has served o the PM s Natioal Taskforce (1998), commissioed to develop Idia ito a IT Superpower. Actively ivolved i Idia s key Chambers of Commerce, Mr. Pawar has led several ICT idustry fora, icludig NASSCOM (Natioal Associatio of Software & Service Compaies) as its Chairma i , givig voice to the sector s aspiratios ad goals. A member of the Iteratioal Busiess Coucil of the World Ecoomic Forum, Mr. Pawar has bee a advisor to the Hua provice of Chia ad a member of PIAC (Presidetial Iteratioal Advisory Coucil) of the Govermet of South Africa for IT. Global Busiess Itelligece firm, Erst & Youg coferred o Mr. Pawar its prestigious Master Etrepreeur of the Year Award i He has also bee amed the IT ma of the Year by IT idustry joural, Dataquest. Mr. Pawar has bee awarded The Global Idia Spledor Award o the occasio of 60 th year of Idia s idepedece, for his work o developig huma resource potetial. He is a Fellow of the Computer Society of Idia ad the Istitutio of Electroics & Telecom Egieers. Kow for promotig idustry-academia alliaces, Mr. Pawar has bee workig closely with the coutry s well-kow educatioal istitutios. He is o the Board of Goverors of Idia s premier istitutios- IIT Delhi, Coutry s first global busiess school- the Idia School of Busiess (ISB) Hyderabad, IIM Bagalore, IIM Udaipur ad the Scidia School. Mr. Pawar studied at the Scidia School, Gwalior ad graduated from the coutry s prestigious egieerig istitutio, IIT, Delhi i 1972 where he pursued the B.Tech programme i electrical egieerig ad received the Distiguished Alumus Award of IIT i He has also bee awarded a Hoorary Doctoral Degree by the Rajiv Gadhi Techical Uiversity i Havig revolutioized the IT Traiig idustry, Mr. Pawar is ivolved i shapig a ew model i Higher Educatio, the ot-for-profit NIIT Uiversity. He is curretly chairig the Committee o Policy Framework for Techology Based Educatio, Govermet of Idia. I recogitio of his cotributio towards chagig the IT ladscape i Idia, i 2011, Mr. Pawar was awarded the Padma Bhusha, oe of the highest civilia awards give by the Govermet of Idia. 35

38 Corporate GoveraCe report (Cotd.) roles ad resposibilities: Mr. Pawar plays a major role i providig thought leadership ad strategic iputs to the Compay i additio to helpig shape ew busiess ad drivig the strategic HR program i the Compay. Mr. vijay K thadai Desigatio: Chief Executive Officer ad Whole-time Director profile: Mr. Vijay K. Thadai is the Chief Executive Officer of NIIT Limited, a leadig Global Talet Developmet Corporatio. As a Co-fouder of the NIIT Group, he serves o the Board of NIIT Techologies Limited, its software ad services arm. Mr. Thadai has led the Group s globalizatio efforts sice 1991, takig the NIIT flag to over 38 coutries. A ackowledged idustry thought-leader, Mr. Thadai has served as Presidet of MAIT (Maufacturers Associatio for Iformatio Techology) ad as Chairma of the Idia Govermet s Committee o Natioal Iformatio Ifrastructure. He has bee a member of the Strategy Coucil of Global Alliace for ICT ad Developmet of the Uited Natios Departmet of Ecoomic ad Social Affairs (UNDESA- GAID). Mr. Thadai has Chaired the IT Committee of the Cofederatio of Idia Idustry (CII) i USA, the CII Natioal Committee o Educatio, Idia ad the CII Norther Regio for Mr. Thadai served as the Chairma of the Natioal Accreditatio Board for Educatio ad Traiig (NABET), ad the Board of Goverors of Idia Istitute of Iformatio Techology (IIIT), Allahabad. Co-fouder of NIIT Uiversity, a ew model i higher educatio, Mr. Thadai is o Board of leadig educatio istitutios, icludig o the Idia Advisory Board of the Maastricht Uiversity, Netherlads; Idia Advisory Board of Project Maagemet Istitute (PMI), USA ad the Goverig Coucil of All Idia Maagemet Associatio (AIMA). A Distiguished Alumus of the premier Idia Istitute of Techology, Delhi, Mr. Thadai was hoored with the positio of Ecoomic Cosultat to Chogqig, world s largest city i the People s Republic of Chia. roles ad resposibilities: As the Chief Executive Officer of the Compay, Mr. Thadai provides strategic directio ad oversight to the Chief Executives ad Heads of the Compay s global busiesses amely Career Buildig solutios, Corporate Learig solutios, School Learig solutios ad Skill Buildig solutios. His resposibilities iclude leadig the Compay s Strategic Alliace ad Techology partership iitiatives ad i additio to oversee the Fiace, Ivestor Relatios ad Corporate Commuicatios fuctios. He also serves as the Chairma, Board of Directors of NIIT USA Ic, NIIT Istitute of Fiace Bakig ad Isurace Traiig Limited, NIIT Yuva Jyoti Limited ad Evolv Services Limited. Mr. p rajedra Desigatio: Chief Operatig Officer ad Whole-time Director profile: Mr. P. Rajedra, Chief Operatig Officer ad Co-fouder of NIIT Limited, is part of the core team that has developed the orgaisatio ad brought it to its preset positio of iteratioal stadig, sice its iceptio i He is a alumus of Idia Istitute of Techology, Delhi. Today, Mr. Rajedra leads the People, Ifrastructure & Techology iitiatives ad the School Solutios Busiess at NIIT. A people-perso ad a believer i leveragig Iformatio Techology for Huma Resources competitiveess, he has helped NIIT emerge as oe of the most excitig places to work. Uder his leadership, the Compay has received may awards i recogitio of its iovative HR practices, icludig Top 10 Idia s Best Compaies to Work for by Great Places to Work Istitute. Actively associated with idustry associatios like CII ad FICCI, Mr. Rajedra takes kee iterest i the area of iovative deploymet of ICT for huma developmet ad creatio of ew jobs. roles ad resposibilities: Mr. Rajedra assists the CEO i the maagemet of the operatios of the Compay. I additio, he leads the corporate teams egaged i Huma Resources, Commercial Services, Legal Services ad provides oversight for the School Learig solutios busiess. Mr. Suredra Sigh Desigatio: Idepedet Director profile: Mr. Suredra Sigh is a IAS Officer (Retd.). He has a Masters degree i Mathematics from the Uiversity of Allahabad. He has held very seior positios i the Cetral ad State Govermets. Startig his public service i 1959, Mr. Sigh has held positios like Special Secretary to the Prime Miister of 36

39 Corporate GoveraCe report (Cotd.) Idia, Cabiet Secretary to the Govermet of Idia, Secretary to the Coucil of Miisters ad Secretary, Miistry of Idustry. He was a Executive Director o the Board of the World Bak, represetig Idia, Bagladesh, Sri Laka ad Bhuta. He was Director o the Boards of the Iteratioal Fiace Corporatio (IFC) ad the Multilateral Ivestmet Guaratee Agecy (MIGA). Mr. Suredra Sigh was ivited to NIIT s Board as a Idepedet Director i Ackowledgig his cotributio i civil services, Mr. Sigh has bee awarded the coutry s prestigious civilia hoour, Padma Bhusha by the Presidet of Idia i roles ad resposibilities: Mr. Sigh advises the Compay o iteral cotrols, audit systems, compesatio structure ad ivestor relatios. He is the chairma of the Shareholders / Ivestors Grievace Committee ad Compesatio/Remueratio Committee ad is member of Audit Committee of the Compay. Mr. Sajay Khosla Desigatio: Idepedet Director profile: Mr. Sajay Khosla was the Presidet of Kraft s Developig Markets ad was resposible for the compay s almost US $ 16 billio busiess i over 60 coutries coverig Asia Pacific, Lati America, Cetral ad Easter Europe, Middle East ad Africa. This icluded maagemet of the Cadbury busiess which was acquired by Kraft i Before joiig Kraft Foods i Jauary 2007, he was the Maagig Director of Foterra Brads, New Zealad s largest multiatioal compay ad oe of the world s biggest dairy compaies. Prior to this, Mr. Khosla was Seior Vice Presidet, Global Beverages, Uilever ad Chairma of that compay s Global Board for the beverages category. Durig his 27 year career with Uilever, Mr. Khosla held seior positios i Idia, Europe ad the Uited Kigdom. He has also led lectures o maagig iteratioal brads ad busiess at Columbia Uiversity i New York, Uiversity of Chicago, Northwester Uiversity ad IMD i Lausae, Switzerlad. Mr. Khosla is a alumus of the premier IIT, Delhi, ad has completed a Advaced Maagemet Programme from Harvard Uiversity. I 1998, he was amed as Marketig Superstar by the promiet marketig idustry publicatio, Advertisig Age. Mr. Khosla was ivited to NIIT s Board as a Idepedet Director i roles ad resposibilities: Mr. Khosla advises the Compay o brad buildig, marketig strategy, remueratio policies ad other matters. He is a member of Compesatio/ Remueratio Committee of the Compay. Ms. Madhabi puri Buch Desigatio: Idepedet Director profile: Ms. Madhabi Puri Buch is the CEO of Agora Parters Pte Ltd, a cosultig firm specializig i the area of cosumer ad techology treds. Prior to this, she was the head of Greater Pacific Capital Sigapore Pte Ltd., a fud maagemet compay that is part of the Greater Pacific Capital Group, a Private Equity Group that ivests i the high growth markets of Idia ad Chia. Prior to this, she was with the ICICI Group for over 15 years. She was the Maagig Director ad CEO of ICICI Securities Limited (ISEC) from February 2009 to July She spearheaded ISEC s iitiatives i Equity Capital Markets, Advisory Services, Istitutioal Equities ad Retail Equities icludig ICICIdirect.com. Prior to that, she was a Executive Director o the board of ICICI Bak. Durig her teure i the bak, she looked after various busiesses icludig home loas, bods ad treasury solutios as well as customer service, back office operatios ad compliace. She is a No Executive Director o the board of Idea Cellular Limited ad a fouder of the trust Toofless Foudatio that udertakes a variety of iitiatives for raisig fuds for grassroot NGOs. Ms. Madhabi Puri Buch is a graduate i Mathematics from St. Stephes College, Delhi Uiversity ad PGDM (MBA) from IIM, Ahmedabad. roles ad resposibilities: Ms. Madhabi Puri Buch advises the Compay o fiacial ad ivestmet matters. She guides the corporate teams o fiace related matters ad helps i formulatig beeficial ivestmet strategies for the Compay. She is member of Audit Committee ad Compesatio/ Remueratio Committee of the Compay. Board Meetigs Five (5) Board Meetigs were held durig the Fiacial Year ad gap betwee two meetigs did ot exceed four moths. Board Meetigs were held o May 9, 2012, July 25, 2012, October 19, 2012, Jauary 18, 2013 ad March 20, The Compay holds at least four Board meetigs i a year, oe i each quarter to review the fiacial 37

40 Corporate GoveraCe report (Cotd.) results. Apart from the four scheduled Board meetigs, additioal Board meetigs are also coveed to address the specific requiremets of the Compay. Urget matters are also approved by the Board by passig resolutios through circulatio. All Directors o the Board are free to suggest ay item for iclusio i the ageda for the cosideratio of the Board. The ecessary iformatio as metioed i Aexure 1A to Clause 49 of the Listig Agreemet has bee placed before the Board for their cosideratio. The Board ad/or Committees have, iter-alia, addressed the followig key items: Three years perspective pla & visio of the Compay for global emiece; Aual busiess pla; Ivestmets ad/or loas made by the Compay; Formatio of subsidiary compaies (icludig overseas subsidiary compaies); Review of operatios (icludig operatios of subsidiary compaies); Strategic acquisitios of compaies ad critical assets; Strategic decisios relatig to ew vetures; Statutory matters; Review of paymet of remueratio to Directors; New alliaces; Review of miutes of Committee Meetigs; Review of miutes of Board Meetigs of the subsidiary compaies; Review of foreig exchage exposures; Review of aual budgets, capital budgets ad utilizatio of fuds; Review ad adoptio of accouts, quarterly ad aual fiacial results; Iformatio o recruitmet ad remueratio of seior officers just below the Board level, icludig appoitmet or removal of the Chief Fiacial Officer ad Compay Secretary; Materially importat litigatios, show cause otice, demad, prosecutio, ad pealty otices; Ay material default i fiacial obligatios to ad by Compay, or substatial o-paymet for goods/services sold/redered by Compay; Trasactios that ivolve substatial paymet towards goodwill, brad equity, or itellectual property; Ay sigificat developmet o the huma resource matters ; Sale of material ature, of ivestmets, subsidiaries, assets, which is ot i ormal course of busiess; Details of foreig exchage exposures ad the steps take by maagemet to limit the risks of adverse exchage rate movemet; ad No-compliace of ay regulatory, statutory or listig requiremets ad shareholders service such as opaymet of divided, delay i share trasfer etc. The Compay has laid dow procedures to iform the Board Members about the risk assessmet ad mitigatio procedures. BoarD CoMMItteeS I accordace with Clause 49 of the Listig Agreemet with Stock Exchages, iter-alia, the followig Committees are i operatio: Audit Committee Compesatio/Remueratio Committee Shareholders /Ivestors Grievace Committee audit Committee I lie with the statutory provisios of Listig Agreemet etered ito with Stock Exchages read with Sectio 292A of the Compaies Act, 1956 ad as a measure of good Corporate Goverace with a view to provide assistace to the Board i fulfillig its oversight resposibilities, a Audit Committee of the Directors was costituted. Majority of the Members of the Committee are Idepedet Directors ad every Member has rich experiece i the fiacial sector. The Compay Secretary acts as Secretary to the Committee. Statutory Auditors, Iteral Auditors ad Seior Maagemet Persoel of the Compay also atted the meetigs by ivitatio. The recommedatios of the Audit Committee are placed before the Board for its cosideratio ad approval. The Audit Committee comprises of the followig Directors: Chairperso: Idepedet Director omiated by Audit Committee members. Members: Mr. Vijay K. Thadai, Mr. Suredra Sigh ad Ms. Madhabi Puri Buch*. *Ms. Madhabi Puri Buch was iducted as member of the Audit Committee w.e.f. April 10,

41 Corporate GoveraCe report (Cotd.) Fuctios ad terms of referece The terms of referece of Audit Committee are as per Listig Agreemet with the Stock Exchages read with Sectio 292A of the Compaies Act, 1956 ad icludes such other fuctios as may be assiged to it by the Board from time to time. The mai fuctios of the Audit Committee, iter-alia, iclude: Supervisio of the Compay s fiacial reportig process ad the disclosure of its fiacial iformatio to esure that the fiacial statemet is correct, sufficiet ad credible; Maagemet Discussio ad Aalysis of fiacial coditio ad results of operatios; Recommedig the appoitmet, re-appoitmet ad termiatio of Statutory Auditors, fixatio of audit fee ad approval of paymet for ay other services; Reviewig the aual fiacial statemets with the CFO ad the Maagemet before submissio to the Board for approval, with particular referece to: Matters required to be icluded i the Directors Resposibility Statemet formig part of the Directors Report i terms of clause (2AA) of Sectio 217 of the Compaies Act, 1956; Chages, if ay, i accoutig policies ad practices ad ratioale for the same; Sigificat chages, if ay, i the fiacial statemets arisig out of audit fidigs; Compliace with listig ad other legal requiremets relatig to fiacial statemets; Disclosure of ay related party trasactios; ad Draft Auditors Report icludig qualificatios/ observatios, if ay. Reviewig with the Maagemet, the quarterly fiacial statemets before submissio to the Board for approval; Reviewig with the Maagemet, performace of statutory ad iteral auditors, the adequacy of iteral cotrol systems; Reviewig the iteral audit fuctio, icludig the structure of the Iteral Audit Orgaizatio, staffig ad seiority of the official headig the departmet, reportig structure coverage ad frequecy of iteral audit; Discussios with Iteral Auditors, o ay sigificat fidigs ad follow up thereo; Reviewig the fidigs of ay Iteral Audit Report by the Iteral Auditors ito matters cocerig fraud or irregularity or a failure of iteral cotrol systems of a material ature ad reportig the matter to the Board; Discussios with Statutory Auditors, before the audit commeces, about the ature ad scope of the audit as well as havig post-audit discussios to ascertai ay area of cocer; Reviewig the Compay s fiacial ad risk maagemet policies; ad To look ito substatial defaults, if ay, i the paymet to the Shareholders (i case of opaymet of declared divideds), debetureholders ad creditors. The particulars of the meetigs atteded by the Members of the Audit Committee ad the dates of the meetigs held durig the fiacial year are give below: ame of Members* o. of Meetigs durig the Fiacial Year Held atteded Mr. Vijay K. Thadai 4 4 Mr. Suredra Sigh 4 4 Ms. Madhabi Puri Buch (w.e.f. April 10, 2012) 4 4 Date of Meetigs May 8, 2012 July 24, 2012 October 19, 2012 Jauary 17, 2013 *Mr. Subroto Bhattacharya ceased to be member of the Audit Committee w.e.f July 2, Ms. Madhabi Puri Buch chaired the Audit Committee Meetig held o May 8, 2012 for approval of Aual Accouts for the fiacial year eded o March 31, 2012 ad she atteded the Aual Geeral Meetig of the Compay held o July 2, Compesatio / remueratio Committee The Compesatio / Remueratio Committee of the Compay is costituted to evaluate ad recommed remueratio ad beefits for the Executive Directors, to frame policies ad systems for Employees Stock Optio Plas ad to formulate ad admiister the Compay s Employees Stock Optio Plas from time to time. Further, the Compesatio / Remueratio Committee also acts as Nomiatio Committee for iductio of ew Directors o the Board of the Compay. 39

42 Corporate GoveraCe report (Cotd.) The remueratio policy of the Compay is aimed to reward performace, based o review of achievemets o a regular basis. The Compesatio / Remueratio Committee has bee costituted by the Board ad it comprises of the followig Idepedet Directors: Chairma: Mr. Suredra Sigh Members: Mr. Sajay Khosla ad Ms. Madhabi Puri Buch* *Ms. Madhabi Puri Buch was iducted as member of Compesatio / Remueratio Committee w.e.f. April 10, Fuctios ad terms of referece The broad terms of referece of the Compesatio/ Remueratio Committee of the Compay are as follows: To istitute ad guide global employees compesatio ad beefit policies; To appraise of the performace of the Executive Directors; To determie ad recommed to the Board, compesatio payable to Executive Directors; To formulate ad admiister the Compay s Employees Stock Optio Plas from time to time; To make recommedatio for omiatio of ew Directors o the Board; ad To review the stregth, structure, size ad compositio of the Board ad such other matter related to appoitmet of director. The particulars of the meetigs atteded by the Members of the Compesatio / Remueratio Committee ad the dates of the meetigs held durig the fiacial year are give below: ame of Members* o. of Meetigs durig the Fiacial Year Held atteded Date of Meetigs Mr. Suredra Sigh 2 2 May 8, 2012 Mr. Sajay Khosla 2 0 July 2, 2012 Ms. Madhabi Puri Buch (w.e.f. April 10, 2012) 2 2 *Mr. Subroto Bhattacharya ceased to be member of Compesatio / Remueratio Committee w.e.f July 2, remueratio policy The Compesatio/Remueratio Committee has the powers to determie ad recommed to the Board the amout of remueratio, icludig performaceliked bous ad perquisites, payable to the Maagig Director ad Whole-time Directors. The recommedatios of the Committee are based o the evaluatio of the performace of Maagig Director ad Whole-time Directors o certai parameters, as laid dow by the Board as part of the evaluatio process ad Compay s Rules/Policies. I terms of the guidelies, the Compay esures that the remueratio payable to Maagig Director ad Whole-time Directors by way of salary icludig other allowaces ad moetary value of perquisites should be withi the overall limit as specified uder the Compaies Act, 1956 ad approved by the Shareholders. remueratio to executive Directors Details of Remueratio paid/payable to Maagig Director ad Whole-time Directors (Executive Directors) for the fiacial year ame of executive Directors Salary (i rs.) perquisites ad allowaces (i rs.) Cotributio to providet Fud, Superauatio Fud or auity Fud (i rs.) total (i rs.) Mr. Rajedra S Pawar 2,169,000 2,738,018 1,232,258 6,139,276 Mr. Vijay K Thadai 3,612,000 4,035,742 2,051,836 9,699,578 Mr. P. Rajedra 2,514,000 2,401,422 1,390,449 6,305,871 Notes: 1. Service Cotract of Executive Directors : Util cessatio i service 2. Notice period : Six moths uless otherwise agreed by the Board 3. Severace fee : Noe uless otherwise agreed by the Board remueratio to o-executive Directors The No- Executive Directors play a importat role i the Goverace of the Compay ad i advisig the Board i critical domais like fiace, marketig, remueratio, plaig ad legal matters. No-Executive Directors do ot have ay pecuiary relatioship or trasactios with the Compay, its Promoters, its Directors, its Seior Maagemet, its subsidiary compaies ad associate compaies, except the remueratio paid to No-Executive Directors by way of commissio (based o the et profits of the Compay ad withi the limits approved by the Shareholders) ad sittig fees (for attedig the meetigs of the Board, Audit Committee ad Compesatio/ Remueratio Committee). 40

43 Corporate GoveraCe report (Cotd.) Remueratio i the form of aual commissio is paid to all No-Executive Directors ad i additio, based o their cotributio of time for Board meetigs ad Committee meetigs, sittig fees is also paid to them. Further, based o the performace of the Compay, Stock optios had also bee grated to them. Details of Remueratio paid/payable to No- Executive Directors for the fiacial year ad shares held by them i the Compay are give below: Name of No- Executive Directors Commissio (i Rs.) Sittig Fees (i Rs.) No. of shares held i the Compay Mr. Suredra Sigh 8,50,000 1,80,000 NIL Mr. Sajay Khosla 6,50,000 40,000 56,250 Ms. Madhabi Puri Buch 8,50,000 1,80,000 NIL No Stock Optios were grated to No-Executive Directors uder ESOP 2005 durig the fiacial year eded March 31, Disclosures regardig re-appoitmet of Directors The resume of the Directors who are retirig by rotatio, beig eligible ad proposed to be re-appoited, is provided i the Notice to the Aual Geeral Meetig. employees Stock optio plas The remueratio policy is directed towards rewardig performace of the employees of the Compay. It is aimed at attractig ad retaiig high caliber talet. The stock optio pla, iter-alia, authorizes the Compay to grat stock optios i pursuit of these goals. Details of optios grated uder IIt employee Stock optio Scheme The details of the optios grated uder NIIT Employee Stock Optio Scheme, 2005 (ESOP-2005) is provided i the Directors Report. Shareholders /Ivestors Grievaces Committee The Shareholders /Ivestors Grievaces Committee was costituted to esure that all commitmet to Shareholders ad Ivestors are met ad thus stregthe their relatioship with the Compay. The compositio of the Shareholders /Ivestors Grievaces Committee is as below: Chairma: Mr. Suredra Sigh Members: Mr. Vijay K Thadai ad Mr. P Rajedra Fuctios ad terms of referece The fuctioig ad broad terms of referece of the Shareholders /Ivestors Grievaces Committee of the Compay is as uder: To review the redressal of complaits received from Shareholders ad Ivestors. To review the importat circulars issued by SEBI/ stock exchages. To review chages i the shareholdig patter. To take ote of the compliace of Corporate Goverace durig the quarter/year. The particulars of the meetigs atteded by the Members of the Shareholders /Ivestors Grievaces Committee ad the dates of the meetigs held durig the fiacial year are give below: ame of Members o. of Meetigs durig the fiacial year Date of Meetigs Held atteded Mr. Suredra Sigh 4 4 May 8,2012 Mr. Vijay K Thadai 4 4 July 24,2012 October 19,2012 Mr. P Rajedra 4 4 Jauary 17,2013 Mr. Rajesh Arora, Compay Secretary is the Compliace Officer of the Compay. Durig the fiacial year , the Compay has received request/queries/complaits from various Shareholders/Ivestors relatig to o-receipt of declared divided/ bous shares/aual Report, chage of bak accout details, trasfer of shares/ dematerializatio, etc. The same were addressed ad resolved to the satisfactio of the Shareholders/ Ivestors. The break-up of the letters received from the Shareholders/Ivestors are provided i Shareholders Iformatio sectio at the ed of this Report. As o March 31, 2013, o request / query / complait was pedig for redressal. other Committees of the Board of Directors Apart from above Committees, the Board has costituted the followig Committees of the Directors for efficiet ad quick decisio-makig o the affairs of the Compay: a) The Operatios Committee which approves the opeig/closig of bak accouts, modificatio i operatio of bak accouts, grat of power of attorey/authorisatio, etc. 41

44 Corporate GoveraCe report (Cotd.) b) The Share Allotmet Committee, which approves allotmet, split, cosolidatio, rematerialisatio ad issue of ew ad duplicate shares. c) The Debeture Allotmet Committee which approves the matters related to issue ad allotmet of Debetures ad matters related thereto. d) The Borrowig Committee which approves the borrowig upto prescribed limit o behalf of the Compay. CoDe of CoDUCt NIIT s Board has laid dow a Code of Coduct for all Board Members ad Seior Maagemet Persoel of the Compay. The Code of Coduct is available o the Compay s website All Board Members ad Seior Maagemet Persoel have affirmed compliace with the Code of Coduct durig the fiacial year A declaratio siged by the Chief Executive Officer (CEO) to this effect is aexed to this report. Ceo ad CFo CertIFICatIo I terms of Clause 49 (V) of the Listig Agreemet, Certificate issued by Chief Executive Officer ad Chief Fiacial Officer cofirmig that the fiacial statemet presets the true ad fair view of the Compay s affairs ad are i compliace with existig accoutig stadards, iteral cotrol ad disclosures, is aexed to this report. SUBSIDIarY CoMpaIeS Clause 49 of the Listig Agreemet defies a material olisted Idia subsidiary as a ulisted subsidiary compay, icorporated i Idia, whose turover or et worth (i.e. paid up capital ad free reserves) exceeds 20 percet of the cosolidated turover or et worth respectively, of the listed holdig compay ad its subsidiary compaies i the immediately precedig accoutig year. As per this provisio, the Compay does ot have a material olisted Idia subsidiary compay. GeeraL MeetIGS Details of the last three Aual Geeral Meetigs (AGM) ad the Special Resolutios passed there at are give as follows: Fiacial Year July 2, :00 A.M. Date & time Locatio Special resolutio(s) Mapple Exotica, Khasra No. 123, Chattarpur Madir Road, Satbari, New Delhi No Special Resolutio passed i the AGM July 1, A.M July 9, A.M. Parklad Exotica, Khasra No. 123, Chattarpur Madir Road, Satbari, New Delhi Parklad Exotica, Khasra No. 123, Chattarpur Madir Road, Satbari, New Delhi Re-appoitmet of Mr. Rajedra S. Pawar as Maagig Director of the Compay. Paymet of Commissio to No- Executive Directors of the Compay. Note: No Extra-ordiary Geeral Meetig was held durig the last three years. postal Ballot Durig the precedig fiacial year, o resolutio was passed through postal ballot ad presetly o resolutio has bee proposed to be passed through postal ballot. DISCLoSUreS a) related party trasactios There is o Related Party Trasactio that may have potetial coflict with the iterest of the Compay at large. The Compay s major Related Party Trasactios are geerally with its subsidiary ad associate compaies. The Related Party Trasactios are etered ito based o the cosideratios of various busiess exigecies ad Compay s log term strategy. All the trasactios etered durig the fiacial year with Related Parties were o arms legth basis ad the same are reported uder Notes to the Fiacial Statemets. All trasactios covered uder Related Party Trasactios are regularly / periodically ratified ad / or approved by the Board / Audit Committee. For details please refer Note No. 36 of the Aual Accouts of the Compay. b) Compliace The Compay has complied with the requiremets of the Stock Exchages, SEBI ad Statutory Authorities o all matters related to the capital market durig the last three years. There are o pealties or strictures imposed o the Compay by Stock Exchages or SEBI or ay Statutory Authority(ies) relatig to the above. c) risk Maagemet The Compay has laid dow procedures to iform the Board Members about the risk assessmet ad miimizatio procedures. The olie risk maagemet system is itroduced through which all the desigated officials submit quarterly reports 42

45 Corporate GoveraCe report (Cotd.) which are reviewed periodically to esure effective risk maagemet. d) proceeds from the public issue/right issue/ preferetial issues etc. There was o fresh public issue/right issue/ preferetial issues etc. durig the fiacial year e) remueratio of o- executive Directors The Compay has defied its criteria of makig paymet of remueratio to its No-Executive Directors. The details are stated i the sectio Remueratio Policy of the report. f) Maagemet Discussio ad aalysis There is a separate part o Maagemet Discussio ad Aalysis i the Aual Report. g) Iter-se relatioships betwee Directors There is o iter-se relatioship betwee Directors of the Compay. CoMpLIaCe of the requiremet of CLaUSe 49 of the LIStIG agreemet a. Madatory requiremets The Compay has complied with all the applicable madatory requiremets of Clause 49 of the Listig Agreemet with the Stock Exchages. B. o-madatory requiremets The Compay has adopted followig o madatory requiremets of Clause 49 of the Listig Agreemet: 1) remueratio Committee: The Compay has setup a Remueratio Committee, details of which has bee give earlier i this report. 2) Shareholders rights: The Compay seds fiacial statemets alog with Directors report ad Auditors report to all the Shareholders every year. 3) traiig of Board Members: Board Members participate i relevat cofereces ad idustry forums as part of their traiig. 4) Mechaism for evaluatig o-executive Board Members: The key parameters are cotributios to the strategy for growth of the Compay, settig directios for improvemet i goverace ad participatig i the relevat meetigs o a regular basis. 5) Whistle Blower policy: The culture of opeess with easy access to the Seior Maagemet provides a eviromet for easy ad free exchage of ideas ad issues faced by people i the Compay. A formal whistle blower policy is ot i place. Employees may report to the Maagemet cocers about uethical behavior, actual or suspected fraud or violatio of the Compay s Code of Coduct. C. Code for prevetio of Isider -tradig practices I compliace with the SEBI s regulatios o prevetio of isider tradig, the Compay has istituted a comprehesive Code of Coduct for its Promoters, Directors ad Desigated Employees. The Code lays dow guidelies, which advises them o procedures to be followed ad disclosures to be made, while dealig with shares of NIIT ad cautioig them of the cosequeces of violatios. D. accoutig treatmet i preparatio of fiacial statemets The Compay has followed the professioal prooucemet of ICAI ad accoutig stadards as otified uder Sectio 211(3C) of the Compaies Act, 1956 ad as per the Compaies (Accoutig Stadard) Rules, 2006, i the preparatio of fiacial statemets of the Compay ad there has bee o deviatio from the aforesaid accoutig stadard/prooucemet. e. Statutory Compliace The Compay has a system i place whereby all busiess heads/ uit heads provide Compliace Certificates to the Board of Directors through the Compliace Officer of the Compay relatig to compliace of laws, rules, regulatios ad guidelies applicable to their areas of operatio. The Compay takes appropriate steps after cosultig iterally ad if ecessary, with idepedet legal cousels to esure that the busiess operatios are ot i cotravetio of ay laws. The Compay takes all measures to register ad protect Itellectual Property Rights icludig tradeames / service marks / trademarks / patets / copyrights etc., belogig to the Compay. F. Corporate Goverace - volutary Guidelies 2009 The Miistry of Corporate Affairs has issued the Corporate Goverace -Volutary Guidelies 2009, for volutary adoptio by the Corporate Sector 43

46 Corporate GoveraCe report (Cotd.) for further improvemet of corporate goverace stadards ad practices. These Guidelies iteds to provide corporate sector a framework to gover themselves volutarily as per the highest stadards of ethical ad resposible coduct of busiess. I this referece, the Compay has authorized Compesatio/ Remueratio Committee to determie ad set the criteria for iductio of ew directors o the Board of the Compay, review the stregth, structure, size ad compositio of the Board ad such other matter related to appoitmet of Directors. The other clauses of the said volutary guidelies are beig reviewed by the maagemet ad are beig implemeted i a phased maer. MeaS of CoMMUICatIo a. The quarterly/half yearly/aual results durig the year were published i the atioal Eglish ad Hidi Newspapers ad displayed o the website of the Compay ad official ews releases, fiacial results, cosolidated ews releases, cosolidated fiacial highlights ad presetatios etc. are also displayed at the Compay s website. b. Durig the fiacial year , the Compay published its fiacial results i the followig ewspapers: Fiacial results ewspapers Date of publicatio Audited fiacial results for the quarter/year eded March 31, 2012 Uaudited fiacial results for the quarter eded Jue 30, 2012 Uaudited fiacial results for the quarter eded September 30, 2012 Uaudited fiacial results for the quarter eded December 31, 2012 Fiacial Express (Eglish) Jasatta (Hidi) Fiacial Express (Eglish) Jasatta (Hidi) Fiacial Express (Eglish) Jasatta (Hidi) Fiacial Express (Eglish) Jasatta (Hidi) May 10, 2012 July 26, 2012 October 20, 2012 Jauary 19, 2013 c. The Compay had quarterly Ivestors telecofereces ad press cofereces o May 9, 2012, July 25, 2012, October 19, 2012 ad Jauary 18, 2013 for the Ivestors of the Compay immediately after the declaratio of quarterly / aual results. I additio, a Aual Ivestor Meet (for istitutioal ivestors) was also orgaized i Mumbai o May 10, d. The maagemet perspective, busiess review ad fiacial highlights are part of the Aual Report. e. The quarterly distributio of shareholdig is also displayed o the Compay s website. Gree IItIatIve I the Corporate GoveraCe BY MIIStrY of Corporate affairs The Miistry of Corporate Affairs ( MCA ) has take a Gree Iitiative i the Corporate Goverace by allowig paperless compliaces by compaies ad had issued circulars o April 21, 2011 ad April 29, 2011 statig that the service of official documets by a compay to its members ca be made through electroic mode. Cosiderig the move take by the MCA as a welcome step, the Compay had set the Aual Report for the fiacial year i electroic form to the IDs made available to the Compay by the depositories ad/or Members. All official documets icludig Aual Report of the Compay, circulated to the Members of the Compay through electroic mode, were made available o the Compay s website i.e. fiacials.aspx. This year also, the Compay will sed the Aual Report icludig various otices/documets like Notices of Geeral Meetigs, Audited Fiacial Statemets, Auditor s Report, Directors Report, ad Fiacial Results i electroic mode. The members are requested to provide their IDs with their depositary participats i case shares are held i electroic mode to esure that the Aual Reports ad other documets reach them at their preferred IDs ad where the shares are held i physical form, please get their IDs updated i the records of the Compay SHareHoLDerS IForMatIo a. Compay registratio Details The Compay is registered i the Natioal Capital Territory of Delhi. The Corporate Idetity Number (CIN) allotted to the Compay by the MCA is L74899DL1981PLC b. aual Geeral Meetig Date : Moday, July 1, 2013 time : 10:00 A.M. 44

47 Corporate GoveraCe report (Cotd.) veue : Mapple Exotica, Khasra No. 123 Chattarpur Madir Road, Satbari, New Delhi Book Closure Dates: Jue 22, 2013 to July 1, 2013 (both days iclusive) c. Fiacial Year : April 1 to March 31 Fiacial Caledar (tetative ad subject to chage): Fiacial reportig for the first quarter edig Jue 30, 2013 Fiacial reportig for the secod quarter edig September 30, 2013 Fiacial reportig for the third quarter edig December 31, 2013 Fiacial reportig for the year edig March 31, 2014 Aual Geeral Meetig for the year edig March 31, 2014 By August 14, 2013 By November 14, 2013 By February 14, 2014 By May 30, 2014 By September 30, 2014 d. Divided The Board of Directors has recommeded a divided of Rs per equity share of Rs. 2 each, subject to approval of the Shareholders at the esuig Aual Geeral Meetig. The divided shall be paid to the Shareholders withi 30 days from the date of approval at the Aual Geeral Meetig ad as per the provisios of the Compaies Act, The divided, if declared, would be paid to such shareholders whose ames appear i the Register of Members as o July 1, 2013, holdig shares i physical form. I respect of shares held i electroic mode, the divided will be paid o the basis of list of beeficial owers as furished by Natioal Securities Depository Limited (NSDL) ad Cetral Depository Services (Idia) Limited (CDSL) as at the ed of the busiess hours o Jue 21, e. Furishig updated bak accout particulars with Compay / Depository participat for facilitatig electroic paymets SEBI vide its Circular No. CIR/MRD/DP/10/2013 dated March 21, 2013 had madated the compaies to use ay of the RBI approved electroic mode of paymet such as ECS (Local ECS / Regioal ECS / Natioal ECS), NEFT, RTGS etc. for distributio of divideds ad other cash beefits to ivestors. The Circular also madated the compaies or their Registrar & Share Trasfer Agets (RTA) to maitai bak details of ivestors. I case the securities are held i demat mode, the compaies or their RTA shall seek relevat bak details from depositories ad i case the securities are held i physical mode, the compaies or their RTA shall take ecessary steps to maitai updated bak details at their ed. I view of above, the Compay s RTA has set letters to various depository participats seekig updated bak details of the ivestors of the Compay. The ivestors are also requested to esure that correct ad updated particulars of their bak accout are available with their respective depository participats ad the Compay / its RTA. This would facilitate the Compay for makig paymets through electroic mode. f. Uclaimed / Upaid Divided All uclaimed/upaid divideds due for the fiacial year eded up to March 31, 2005 have bee trasferred to the Ivestor Educatio ad Protectio Fud (IEPF) of the Cetral Govermet pursuat to Sectio 205A of the Compaies Act, The Shareholders are requested to apply for revalidatio/issue of demad drafts for the divided for the fiacial year edig March 31, 2006 o or before September 16, 2013 after which ay upaid divided amout for the fiacial year will be trasferred to IEPF by the Compay ad o claim shall lie agaist the Compay or IEPF after the said trasfer. g. Uclaimed Shares As per SEBI Circular CIR/CFD/DIL/10/2010 dated December 16, 2010 read with Clause 5A of the Listig Agreemet, the Compay has opeed Uclaimed Suspese Accout i.e. NIIT Limited - Uclaimed Suspese Accout with Alakit Assigmets Limited ad the uclaimed shares lyig with the Compay have bee dematerialized ad credited to NIIT Limited - Uclaimed Suspese Accout. The details of uclaimed shares of the Compay for the year eded March 31, 2013 are as uder: 45

48 Corporate GoveraCe report (Cotd.) S. o. particulars o. of Shareholders o. of Shares k. Details of last three aual Geeral Meetigs ad Book Closure dates: i Aggregate umber of shareholders ad the outstadig shares trasferred to Uclaimed Suspese Accout durig the year ii Number of shareholders who approached for trasfer of shares from Uclaimed Suspese Accout durig the year iii. Number of shareholders to whom shares were trasferred from Uclaimed Suspese Accout durig the year vi. Aggregate umber of shareholders ad the outstadig shares lyig i Uclaimed Suspese Accout at the ed of the year , ,438 h. omiatio Facility The Compaies (Amedmet) Act, 1999, has provided for a omiatio facility to the Shareholders of the Compay. The Compay is pleased to offer the facility of omiatio to Shareholders ad Shareholders may avail this facility by sedig the duly completed Form 2B to the Registered Office of the Compay/ Registrar ad Trasfer Aget of the Compay i case the shareholdig is i physical form. The shareholders ca obtai a copy of Form 2B from the Registered Office of the Compay or ca dowload it from the website of the Compay at I case of demat holdigs the request may be submitted to the Depository Participat. i. Listig of equity Shares ad Debetures The Equity Shares of the Compay are listed at the Natioal Stock Exchage of Idia Limited (NSE), Mumbai ad Bombay Stock Exchage Limited (BSE), Mumbai. The listig fees for the fiacial year have bee paid to the Stock Exchages. The Debetures issued by the Compay o private placemet basis are listed at the NSE. The listig fees for the fiacial year have bee paid to NSE. j. Compliace Certificate of the auditors Certificate obtaied from the Statutory Auditors of the Compay, cofirmig compliace with the coditios of Corporate Goverace as stipulated i Clause 49 of the Listig Agreemet, is aexed to this Report. aual Geeral Date whe held Meetig Book Closure (both days iclusive) 29th AGM Moday, July 2, 2012 Friday, Jue 22, 2012 to Moday, July 2, th AGM Friday, July 1, 2011 Friday, Jue 24, 2011 to Friday, July 1, th AGM Friday, July 9, 2010 Friday, July 2, 2010 to Friday, July 9, 2010 l. Stock Code Tradig symbol o the NSE : NIITLTD Tradig symbol o the BSE (Scrip Code) : NIIT (500304) ISIN No. of Equity Shares at NSDL/CDSL : INE 161A01038 m. Stock Market Data The mothly high ad low share prices ad market capitalizatio of Equity Shares of the Compay traded o BSE ad NSE from April 1, 2012 to March 31, 2013 ad the compariso of share prices of the Compay vis-à-vis the Sesex ad Nifty Idices are give below: Share price movemet durig the year April 1, 2012 to March 31, Moth Bombay Stock exchage Sesex High Low Market price price Cap* (rs.) (rs.) (rs M) atioal Stock exchage ifty High Low Market price price Cap* (rs.) (rs.) (rs M) Apr May Ju Jul Aug Sep Oct Nov Dec Ja Feb Mar * Market capitalizatio at closig price of the moth Source: BSE & NSE website Shareholdig Distributio as o March 31, 2013 rage (o. of Shares) o. of Shareholders % to total % total o. of Shares Shareholders to total Shares Up to , ,177, , ,158, , ,215, & above 1, ,544, total 82, ,095,

49 Corporate GoveraCe report (Cotd.) No. of Shareholders Shareholdig Patter 9.32% 20.09% 33.06% 5.82% 0.44% 1.33% 12.46% 1.04% 10.29% 83.53% 22.63% Up to & above 84.52% Total No. of Shares 5.56% 3.73% 6.19% Up to & above Shareholdig patter as o March 31, 2013 Category o. of shares held (face value of rs. 2 each) percetage of total shareholdig promoters Holdig Idia Promoters 54,577, Foreig Promoters - - total promoters Holdig 54,577, public Shareholdig Mutual Fuds ad UTI 20,568, Baks, Fiacial Istitutios & Isurace Compaies 723, Foreig Istitutioal Ivestors 33,168, NRI/Foreig Idividuals 1,714, Private Corporate Bodies & Trust 16,981, Idia Public 37,360, total public Shareholdig 110,517, Grad total 165,095, Promoters Pvt. Corp. Bodies & Trust Idia Public NRI/FI Mutual Fuds & UTI Baks & Fiacial Istitutios Foreig Istitutioal Ivestors. Details of requests/queries/complaits received ad resolved durig the fiacial year ature of Quary request/queries received Complaits received resolved U-resolved Chage of address Chage of bak details Correctio i divided warrat & issue DD Divided ot received Legal matter, shares i legal dispute No receipt of aual report/otice No receipt of share certificate lodged for trasfer Others Request for aual report Request for bous shares Request for duplicate share certificates Request for share holdig details SEBI/stock exchage Share certificates lodged for trasfer Shareholdig details requested total There was o request/query/complait pedig at the begiig of the year. Durig the fiacial year, the Compay atteded most of the Shareholders / Ivestors requests / queries / complaits withi 15 days from the date of receipt. The exceptios have bee for cases costraied by procedural issue or disputes / legal impedimets etc. There is o request/query/complait pedig at the ed of the fiacial year. o. outstadig GDrs/aDrs/Warrats or ay Covertible istrumets, coversio date ad likely impact o equity As o date there are o outstadig warrats / bods/ other istrumets (except Stock Optios 47

50 Corporate GoveraCe report (Cotd.) grated uder NIIT ESOP 2005, the details of which are give i Directors Report) which are covertible ito equity shares. p. Dematerialisatio of Shares ad Liquidity The Shares of the Compay are compulsorily traded i dematerialised form. The Compay has arragemets with both the Natioal Securities Depositories Limited (NSDL) ad Cetral Depository Services (Idia) Limited (CDSL) to establish electroic coectivity of its shares for scripless tradig. As o March 31, 2013, 99.38% shares of the Compay were held i a dematerialised form. q. Cosolidate multiple folios Ivestors should cosolidate their shareholdig held i multiple folios. This would facilitate oe stop trackig of all corporate beefits o the shares ad would reduce time ad efforts required to moitor multiple folios. r. Liquidity of Shares The shares of the Compay are traded electroically o the NSE ad BSE. The Compay s shares cotiued to be part of BSE- 500 Idex of BSE. s. Share trasfer System The Compay has appoited a commo Registrar for the physical share trasfer ad dematerialisatio of shares. The shares lodged for physical trasfer/ trasmissio/ traspositio are registered ormally withi a period of fortight, if the documets are complete i all respects. For this purpose, the Share Trasfer Committee meets as ofte as required. Durig the fiacial year uder review, the Committee met 19 times. Adequate care is take to esure that o trasfers are pedig for more tha a fortight. Requests for demat/remat were cofirmed mostly withi a fortight. The Compay obtais from a Compay Secretary i Practice half-yearly certificates of compliace with the share trasfer formalities as required uder Clause 47(c) of the Listig Agreemet with Stock Exchages ad files a copy of the certificate with the Stock Exchages. t. permaet accout umber for trasfer of shares i physical form SEBI vide its Circular dated May 20, 2009 has stated that for securities market trasactios ad off-market trasactios ivolvig trasfer of shares i physical form of listed compaies, it shall be madatory for the trasferee(s) to furish copy of PAN card to the Compay s RTA for registratio of such trasfer of shares. Accordigly, shareholders are requested to please furish copy of PAN card to the Compay s RTA for registratio of trasfer of shares i their ame. u. Compliace officer Mr. Rajesh Arora, Compay Secretary is the Compliace Officer of the Compay. v. Desigated exclusive -id : The Compay has desigated a -id ivestors@iit.com exclusively for Shareholders ad Ivestors servicig. w. registrar for Dematerialisatio ad physical trasfer of Shares The Compay has appoited a Registrar for dematerialisatio (Electroic Mode) ad physical trasfer of shares whose detail is give below:- Alakit Assigmets Limited Uit: NIIT Limited 2E/21, Jhadewala Extesio, New Delhi Phoe Nos. : , Fax Nos. : , rta@alakit.com x. registered office: NIIT Limited, 8, Balaji Estate, First Floor, Guru Ravi Das Marg, Kalkaji, New Delhi , Idia Tel Nos. : Fax : ivestors@iit.com y. address for Correspodece The Shareholders may address their commuicatio / suggestios / grievaces / queries relatig to the shares of the Compay to: The Compliace Officer NIIT Limited Ivestors Services 8, Balaji Estate, First Floor, Guru Ravi Das Marg, Kalkaji, New Delhi , Idia Tel Nos. : Fax : ivestors@iit.com The Corporate Goverace Report was adopted by the Board of Directors at their meetig held o May 23,

51 Corporate GoveraCe report (Cotd.) CertIFICateS UDer Corporate GoveraCe report a. Declaratio regardig compliace with the Code of Coduct by Board Members ad Seior Maagemet persoel pursuat to Clause 49(1)(D)(ii) of the Listig agreemet This is to certify that as per Clause 49 of the Listig Agreemet: 1. The Code of Coduct has bee laid dow for all the Board Members ad Seior Maagemet ad other employees of the Compay. 2. The Code of Coduct has bee posted o the website of the Compay. 3. The Board Members ad Seior Maagemet Persoel have affirmed compliace with the Compay s Code of Coduct for the year Place : Gurgao Date : May 23, 2013 vijay K thadai CEO ad Whole-time Director B. Certificate by Chief executive officer ad Chief Fiacial officer o compliace with the coditios of Corporate Goverace uder Clause 49 of the Listig agreemet To, The Board of Directors, NIIT Limited 8, Balaji Estate, First Floor, Guru Ravi Das Marg, Kalkaji, New Delhi We hereby certify that for the fiacial year : 1. We have reviewed the fiacial statemets ad the cash flow statemet ad that to the best of our kowledge ad belief: (a) These statemets do ot cotai ay materially utrue statemet or omit ay material fact or cotai statemets that might be misleadig; (b) These statemets together preset a true ad fair view of the Compay s affairs ad are i compliace with existig Accoutig Stadards, applicable laws ad regulatios. 2. There are, to the best of our kowledge ad belief, o trasactios etered ito by the Compay durig the year which are fraudulet, illegal or violate the Compay s Code of Coduct. 3. We accept resposibility for establishig ad maitaiig iteral cotrols for fiacial reportig ad that we have evaluated the effectiveess of the iteral cotrol systems of the Compay pertaiig to fiacial reportig ad we have disclosed to the Auditors ad the Audit Committee those deficiecies, if ay, of which we are aware, i the desig or operatio of the iteral cotrol systems ad the steps we have take or propose to take to rectify these deficiecies. 4. We have idicated to the auditors ad the Audit Committee: sigificat chages, if ay, i iteral cotrol over fiacial reportig durig this year; sigificat chages, if ay, i accoutig policies durig this year ad that the same have bee disclosed i the otes to the fiacial statemets; ad istaces of sigificat fraud of which we are aware ad the ivolvemet therei, if ay, of the maagemet or a employee havig a sigificat role i the Compay s iteral cotrol system over fiacial reportig. Place : Gurgao vijay K thadai rohit Kumar Gupta Date : May 23, 2013 CEO ad Whole-time Director Chief Fiacial Officer 49

52 Corporate GoveraCe report (Cotd.) auditors Certificate regardig compliace of coditios of Corporate Goverace To the Members of NIIT Limited, We have examied the compliace of coditios of Corporate Goverace by NIIT Limited, for the year eded March 31, 2013, as stipulated i Clause 49 of the Listig Agreemets of the said Compay with stock exchages i Idia. The compliace of coditios of Corporate Goverace is the resposibility of the Compay s maagemet. Our examiatio was carried out i accordace with the Guidace Note o Certificatio of Corporate Goverace (as stipulated i Clause 49 of the Listig Agreemet), issued by the Istitute of Chartered Accoutats of Idia ad was limited to procedures ad implemetatio thereof, adopted by the Compay for esurig the compliace of the coditios of Corporate Goverace. It is either a audit or a expressio of opiio o the fiacial statemets of the Compay. I our opiio ad to the best of our iformatio ad accordig to the explaatios give to us, we certify that the Compay has complied with the coditios of Corporate Goverace as stipulated i the above metioed Listig Agreemets. We state that such compliace is either a assurace as to the future viability of the Compay or the efficiecy or effectiveess with which the maagemet has coducted the affairs of the Compay. For price Waterhouse Firm Registratio Number : E Chartered Accoutats Usha rajeev Place : Gurgao Parter Date : May 23, 2013 Membership No

53 INDEPENDENT AUDITORS REPORT Cotd.. To the Members of NIIT Limited Report o the Fiacial Statemets 1. We have audited the accompayig fiacial statemets of NIIT Limited (the Compay ), which comprise the Balace Sheet as at March 31, 2013, ad the Statemet of Profit ad Loss ad Cash Flow Statemet for the year the eded, ad a summary of sigificat accoutig policies ad other explaatory iformatio, which we have siged uder referece to this report. Maagemet s Resposibility for the Fiacial Statemets 2. The Compay s Maagemet is resposible for the preparatio of these fiacial statemets that give a true ad fair view of the fiacial positio, fiacial performace ad cash flows of the Compay i accordace with the Accoutig Stadards referred to i sub-sectio (3C) of sectio 211 of the Compaies Act, 1956 of Idia (the Act ). This resposibility icludes the desig, implemetatio ad maiteace of iteral cotrol relevat to the preparatio ad presetatio of the fiacial statemets that give a true ad fair view ad are free from material misstatemet, whether due to fraud or error. Auditors Resposibility 3. Our resposibility is to express a opiio o these fiacial statemets based o our audit. We coducted our audit i accordace with the Stadards o Auditig issued by the Istitute of Chartered Accoutats of Idia. Those Stadards require that we comply with ethical requiremets ad pla ad perform the audit to obtai reasoable assurace about whether the fiacial statemets are free from material misstatemet. 4. A audit ivolves performig procedures to obtai audit evidece, about the amouts ad disclosures i the fiacial statemets. The procedures selected deped o the auditors judgmet, icludig the assessmet of the risks of material misstatemet of the fiacial statemets, whether due to fraud or error. I makig those risk assessmets, the auditors cosider iteral cotrol relevat to the Compay s preparatio ad fair presetatio of the fiacial statemets i order to desig audit procedures that are appropriate i the circumstaces. A audit also icludes evaluatig the appropriateess of accoutig policies used ad the reasoableess of the accoutig estimates made by Maagemet, as well as evaluatig the overall presetatio of the fiacial statemets. 5. We believe that the audit evidece we have obtaied is sufficiet ad appropriate to provide a basis for our audit opiio. Opiio 6. I our opiio, ad to the best of our iformatio ad accordig to the explaatios give to us, the accompayig fiacial statemets give the iformatio required by the Act i the maer so required ad give a true ad fair view i coformity with the accoutig priciples geerally accepted i Idia: (a) i the case of the Balace Sheet, of the state of affairs of the Compay as at March 31, 2013; (b) i the case of the Statemet of Profit ad Loss, of the profit for the year eded o that date; ad (c) i the case of the Cash Flow Statemet, of the cash flows for the year eded o that date. Report o Other Legal ad Regulatory Requiremets 7. As required by the Compaies (Auditor s Report) Order, 2003, as ameded by the Compaies (Auditor s Report) (Amedmet) Order, 2004, issued by the Cetral Govermet of Idia i terms of sub-sectio (4A) of sectio 227 of the Act (hereiafter referred to as the Order ), ad o the basis of such checks of the books ad records of the Compay as we cosidered appropriate ad accordig to the iformatio ad explaatios give to us, we give i the Aexure a statemet o the matters specified i paragraphs 4 ad 5 of the Order. 8. As required by sectio 227(3) of the Act, we report that: (a) We have obtaied all the iformatio ad explaatios which, to the best of our kowledge ad belief, were ecessary for the purpose of our audit; (b) I our opiio, proper books of accout as required by law have bee kept by the Compay so far as appears from our examiatio of those books; 51

54 INDEPENDENT AUDITORS REPORT Cotd.. (c) The Balace Sheet, Statemet of Profit ad Loss, ad Cash Flow Statemet dealt with by this Report are i agreemet with the books of accout; (d) I our opiio, the Balace Sheet, Statemet of Profit ad Loss ad Cash Flow Statemet dealt with by this report comply with the Accoutig Stadards referred to i sub-sectio (3C) of sectio 211 of the Act; (e) O the basis of writte represetatios received from the directors as o March 31, 2013, ad take o record by the Board of Directors, oe of the directors are disqualified as o March 31, 2013, from beig appoited as a director i terms of clause (g) of sub-sectio (1) of sectio 274 of the Act. For Price Waterhouse Firm Registratio Number. : E Chartered Accoutats Usha Rajeev Place : Gurgao Parter Date : May 23, 2013 Membership No

55 ANNExURE TO INDEPENDENT AUDITORS REPORT Cotd.. Referred to i paragraph7 of the Idepedet Auditors Report of eve date to the members of NIIT Limited o the fiacial statemets as of ad for the year eded March 31, 2013 i. (a) The Compay is maitaiig proper records showig full particulars, icludig quatitative details ad situatio of fixed assets. (b) The fixed assets are physically verified by the Maagemet accordig to a phased programme desiged to cover all the items over a period of two years which, i our opiio, is reasoable havig regard to the size of the Compay ad the ature of its assets. Pursuat to the programme, a portio of the fixed assets has bee physically verified by the Maagemet durig the year ad o material discrepacies have bee oticed o such verificatio. (c) I our opiio, ad accordig to the iformatio ad explaatios give to us, a substatial part of fixed assets has ot bee disposed off by the Compay durig the year. ii. (a) The ivetory has bee physically verified by the Maagemet durig the year. I our opiio, the frequecy of verificatio is reasoable. (b) I our opiio, the procedures of physical verificatio of ivetory followed by the Maagemet are reasoable ad adequate i relatio to the size of the Compay ad the ature of its busiess. (c) O the basis of our examiatio of the ivetory records, i our opiio, the Compay is maitaiig proper records of ivetory. The discrepacies oticed o physical verificatio of ivetory as compared to book records were ot material. iii. (a) The Compay has grated usecured loas to two subsidiaries covered i the register maitaied uder Sectio 301 of the Act. The maximum amout ivolved durig the year ad the year-ed balace of such loas aggregated to Rs Millio ad Rs Millio, respectively. The compay had also grated loa to NIIT Foudatio (a Society) ad NIIT Istitute of Iformatio Techology (a Society) aggregatig to Rs. 3 Millio ad Rs. 25 Millio respectively which was received back durig the year. The provisios of Sec 297, 299 ad 301 of the Act are ot cosidered to be applicable to a Society (b) I our opiio, the rate of iterest ad other terms ad coditios of such loas are ot prima facie prejudicial to the iterest of the Compay. (c) I respect of the aforesaid loas, the parties are repayig the pricipal amouts, as stipulated, ad are also regular i paymet of iterest as applicable. A Amout of Rs Millio due from a wholly owed subsidiary is cosidered doubtful of recovery ad has bee provided i the previous years. (d) I respect of the aforesaid loas, there is o overdue amout more tha Rupees Oe Lakh. (e) The Compay has take usecured loas from oe wholly owed subsidiary covered i the register maitaied uder Sectio 301 of the Act. The maximum amout ivolved durig the year ad the year-ed balace of such loas aggregated to Rs Millio ad Rs Millio, respectively. (f) I our opiio, the rate of iterest ad other terms ad coditios of such loas are ot prima facie prejudicial to the iterest of the Compay. (g) I respect of the aforesaid loas, the Compay is regular i repayig the pricipal amouts, as stipulated, ad is also regular i paymet of iterest, as applicable. iv. I our opiio, ad accordig to the iformatio ad explaatios give to us, there is a adequate iteral cotrol system commesurate with the size of the Compay ad the ature of its busiess for the purchase of ivetory ad fixed assets ad for the sale of goods ad services. Further, o the basis of our examiatio of the books ad records of the Compay, ad accordig to the iformatio ad explaatios give to us, we have either come across, or have bee iformed of, ay cotiuig failure to correct major weakesses i the aforesaid iteral cotrol system. v (a) Accordig to the iformatio ad explaatios give to us, we are of the opiio that the particulars of 53

56 ANNExURE TO INDEPENDENT AUDITORS REPORT Cotd.. all cotracts or arragemets that eed to be etered ito the register maitaied uder sectio 301 of the Compaies Act, 1956 have bee so etered. (b) I our opiio, ad accordig to the iformatio ad explaatios give to us, the trasactios made i pursuace of such cotracts or arragemets ad exceedig the value of Rupees Five Lakhs i respect of ay party durig the year have bee made at prices which are reasoable havig regard to the prevailig market prices at the relevat time. vi. The Compay has ot accepted ay deposits from the public withi the meaig of Sectios 58A ad 58AA of the Act ad the rules framed there uder. vii. I our opiio, the Compay has a iteral audit system commesurate with its size ad the ature of its busiess. viii. The Cetral Govermet of Idia has ot prescribed the maiteace of cost records uder clause (d) of sub-sectio (1) of Sectio 209 of the Act for ay of the products of the Compay. ix. (a) Accordig to the iformatio ad explaatios give to us ad the records of the Compay examied by us, i our opiio, the Compay is geerally regular i depositig udisputed statutory dues i respect of service tax ad icome tax (tax deducted at source), though there has bee a slight delay i a few cases, ad is regular i depositig udisputed statutory dues, icludig providet fud, ivestor educatio ad protectio fud, employees state isurace, wealth tax, customs duty, ad other material statutory dues as applicable, with the appropriate authorities. (b) Accordig to the iformatio ad explaatios give to us ad the records of the Compay examied by us, the particulars of dues of icome tax, work cotact tax, sales tax, service tax as at March 31, 2013 which have ot bee deposited o accout of a dispute, are as follows: Name of the Statute Nature of Dues Upaid Amout (Rs millios) Adhra Pradesh Geeral Works cotract Sales tax Act, 1957 tax Cetral Sales Tax Act, Period to which the amout relates Forum where the dispute is pedig March 2004 High Court of Adhra Pradesh Sales tax Jue 2005 to Appellate Deputy 1956 November 2011 Commissioer Fiace Act, 1994 Service tax Customs, Excise ad Service Tax Appellate Tribual Icome Tax Act, 1961 Icome tax Icome Tax Appellate Tribual x. The Compay has o accumulated losses as at the ed of the fiacial year ad it has ot icurred ay cash losses i the fiacial year eded o that date or i the immediately precedig fiacial year. xi. Accordig to the records of the Compay examied by us ad the iformatio ad explaatio give to us, the Compay has ot defaulted i repaymet of dues to ay fiacial istitutio or bak or debeture holders as at the balace sheet date. xii. The Compay has ot grated ay loas ad advaces o the basis of security by way of pledge of shares, debetures ad other securities. xiii. As the provisios of ay special statute applicable to chit fud/ idhi/ mutual beefit fud/ societies are ot applicable to the Compay, the provisios of Clause 4(xiii) of the Order are ot applicable to the Compay. xiv. I our opiio, the Compay is ot dealig i or tradig i shares, securities, debetures ad other ivestmets. Accordigly, the provisios of Clause 4(xiv) of the Order are ot applicable to the Compay. 54

57 ANNExURE TO INDEPENDENT AUDITORS REPORT Cotd.. xv. xvi. xvii. xviii. xix. xx. xxi. I our opiio, ad accordig to the iformatio ad explaatios give to us, the Compay has ot give ay guaratee for loas take by others from baks or fiacial istitutios durig the year. I our opiio, the charge, ad accordig to the iformatio ad explaatios give to us, the terms ad coditios of charge o the assets of the Compay give by the Compay for loas take by its subsidiaries from baks durig the year ad the udertakig to support NIIT Istitute of Iformatio Techology to meet shortfall, if ay, i repaymet of loas take by it from a bak are ot cosidered prejudicial to the iterests of the Compay. I our opiio, ad accordig to the iformatio ad explaatios give to us, the term loas have bee applied, o a overall basis, for the purposes for which they were obtaied. Accordig to the iformatio ad explaatios give to us ad o a overall examiatio of the balace sheet of the compay, we report that o fuds raised o short-term basis have bee used for log-term ivestmet. The Compay has ot made ay preferetial allotmet of shares to parties ad compaies covered i the register maitaied uder Sectio 301 of the Act durig the year. Accordigly, the provisios of Clause 4(xviii) of the Order are ot applicable to the Compay. The Compay has created charge i respect of debetures issued ad outstadig at the year-ed. The Compay has ot raised ay moey by public issues durig the year. Accordigly, the provisios of Clause 4(xx) of the Order are ot applicable to the Compay. Durig the course of our examiatio of the books ad records of the Compay, carried out i accordace with the geerally accepted auditig practices i Idia, ad accordig to the iformatio ad explaatios give to us, we have either come across ay istace of material fraud o or by the Compay, oticed or reported durig the year, or have we bee iformed of ay such case by the Maagemet. For Price Waterhouse Firm Registratio Number. : E Chartered Accoutats Usha Rajeev Place : Gurgao Parter Date : May 23, 2013 Membership No

58 BALANCE SHEET as at March 31, 2013 Cotd.. Note As At As At March 31, 2013 March 31, 2012 (Rs. Millio) (Rs. Millio) EQUITY AND LIABILITIES Shareholders Fuds Share Capital Reserves ad Surplus 4 4, , , , No-Curret Liabilities Log-Term Borrowigs 5 1, Other Log-Term Liabilities Log-Term Provisios , Curret Liabilities Short-Term Borrowigs Trade Payables 7 1, , Other Curret Liabilities 8 1, , Short-Term Provisios , , TOTAL 9, , ASSETS No-Curret Assets Fixed Assets 10 -Tagible Assets 1, , Itagible Assets Itagible Assets uder Developmet No-Curret Ivestmets 11 2, , Deferred Tax Assets (et) Log-Term Loas ad Advaces Trade Receivables Other No-Curret Assets , , Curret assets Ivetories Trade Receivables 14 2, , Cash ad Bak Balaces Short-Term Loas ad Advaces Other Curret Assets , , TOTAL 9, , The accompayig Notes form a itegral part of these Fiacial Statemets. This is the Balace Sheet referred to i our report of eve date For ad o behalf of the Board For Price Waterhouse Rajedra S Pawar Vijay K Thadai Firm Registratio No.: E Chairma & Maagig Director CEO & Whole-time Director Chartered Accoutats DIN DIN Usha Rajeev Ashok Arora Rohit Kumar Gupta Rajesh Arora Parter Group Chief Fiacial Officer Chief Fiacial Officer Compay Secretary Membership No Place : Gurgao Date : May 23,

59 STATEMENT OF PROFIT AND LOSS for the year eded March 31, 2013 Cotd.. Note Year eded Year eded March 31, 2013 March 31, 2012 (Rs. Millio) (Rs. Millio) Icome Reveue from Operatios 22 6, , Other Icome [icludes prior period icome Rs Millio (Previous year Rs. Nil)] Total Reveue 7, , Expeses Purchase of Traded Goods , (Icrease)/ Decrease i Ivetory Employee Beefits Expese 24 1, , Professioal & Techical Outsourcig Expeses 1, , Other Expeses 27 2, , Fiace Costs Depreciatio ad Amortisatio Expese Total Expeses 7, , Profit before Exceptioal items ad Tax Exceptioal items Profit before Tax , Tax expese: 12 -Curret Tax Deferred Tax (credit) - (76.72) -MAT Credit Etitlemet - (40.13) -Provisio for Tax relatig to earlier years Profit for the year Earigs per Equity Share (Face Value Rs. 2/- each): 35 -Basic Diluted The accompayig Notes form a itegral part of these Fiacial Statemets. This is the Statemet of Profit ad Loss referred to i our report of eve date For ad o behalf of the Board For Price Waterhouse Rajedra S Pawar Vijay K Thadai Firm Registratio No.: E Chairma & Maagig Director CEO & Whole-time Director Chartered Accoutats DIN DIN Usha Rajeev Ashok Arora Rohit Kumar Gupta Rajesh Arora Parter Group Chief Fiacial Officer Chief Fiacial Officer Compay Secretary Membership No Place : Gurgao Date : May 23,

60 CASH FLOW STATEMENT for the year eded March 31, 2013 Cotd.. Year eded Year eded March 31, 2013 March 31, 2012 (Rs. Millio) (Rs. Millio) A. CASH FLOW FROM OPERATING ACTIVITIES: Profit before Tax ad after Exceptioal Items , Add/ (Less): Depreciatio ad Amortisatio Provisio for Doubtful Debts Provisio for Doubtful Advaces Provisio for Slow/ No-movig Ivetory (Net) 0.95 (1.35) Ivetory writte off Provisio for Ivestmet ad Doubtful Loa Advaces writte off Urealised Foreig Exchage (Gai)/ Loss (29.70) Fiace Cost Iterest Icome (51.36) (21.01) Divided Icome from subsidiaries (470.02) (1,288.23) (Profit)/ Loss o sale of Fixed Assets 2.83 (220.80) Divided Icome from Curret Ivestmets (0.55) - Liabilities Writte Back (20.79) (1.60) Employee Stock Optio Expese (303.41) Operatig Profit before Workig Capital Chages Add/ (Less): Chages i Operatig Workig Capital: Icrease/ (Decrease) i Trade Payables (245.75) Icrease/ (Decrease) i Short-Term Provisios (1.45) 8.65 Icrease/ (Decrease) i Log-Term Provisios (0.59) (0.79) Icrease/ (Decrease) i Other Curret Liabilities Icrease/ (Decrease) i Other Log-Term Liabilities (9.23) (Icrease)/ Decrease i Curret Trade Receivables (94.53) (Icrease)/ Decrease i No Curret Trade Receivables (25.08) (584.40) (Icrease)/ Decrease i Ivetories (Icrease)/ Decrease i Short-Term Loas ad Advaces (59.46) (280.00) (Icrease)/ Decrease i Log-Term Loas ad Advaces (14.72) (Icrease)/ Decrease i Other Curret Assets (5.68) (Icrease)/ Decrease i Other Bak Balaces 3.13 (13.44) (Icrease)/ Decrease i Other No-curret Assets (38.31) Cash geerated from operatios , Direct Tax-(paid)/ refud received (icludig TDS) (159.66) Net Cash from Operatig activities (A) B. CASH FLOW FROM INVESTING ACTIVITIES: Purchase of Fixed Assets (icludig Capital Work-i-progress, iterally developed itagibles ad Capital Advaces) (563.03) (1,036.95) Proceeds from sale of Fixed Assets Loas give to Subsidiaries - (60.96) Loas give to Subsidiaries received back Loas give to Others (28.00) (15.00) Loas give to Others received back Iterest Received Divided Received , Tax o Divided Received (42.56) (191.61) Purchase of Mutual Fuds (420.00) (2,389.00) Sale of Mutual Fuds , Ivestmet i Equity Shares i Subsidiary Compaies (27.00) (130.12) Proceeds from Sale of Ivestmets i Subsidiary Net Cash from/ (used) i Ivestig activities (B) (188.34)

61 CASH FLOW STATEMENT for the year eded March 31, 2013 Cotd.. Year eded Year eded March 31, 2013 March 31, 2012 (Rs. Millio) (Rs. Millio) C. CASH FLOW FROM FINANCING ACTIVITIES: Redemptio of No Covertible Debetures (200.00) (100.00) Short Term Loa from Baks -Raised durig the year Repaid durig the year (800.00) (1,000.00) Short Term Loa from Others -Repaid durig the year (32.10) - Term Loa raised/ (repaid) durig the year (500.00) Workig Capital Loa raised/ (repaid) i Foreig Currecy - (155.38) Proceeds/ (Paymets) relatig to Cash Credits (Net) (5.84) 5.84 Iterest Paid o Fixed Loa (162.23) (210.36) Divided Paid (263.14) (246.85) Divided Tax Paid (28.06) (26.68) Receipt of Iter Corporate Deposits Repaymet of Iter Corporate Deposits (126.00) (116.50) Net Cash from/ (used) i Fiacig activities ( C ) 8.53 (1,822.93) N et I crease/ ( Decrease) i C ash & C ash Eq uivalets (A) + (B) + (C ) (65.01) Cash ad Cash Equivalets as at the begiig of the year (Footote 1) Cash ad cash Equivalets as at the ed of the year (Footote 1) Notes: 1 Cash ad Cash Equivalets Balace with baks Curret Accouts *[Iclude Rs Millio (Previous year Rs Millio) pertaiig to amout earmarked for specific cotract] Exchage Earers' Foreig Currecy Accout Cash o had Cheques, drafts o had Cash ad Cash Equivalets as at the ed of the year The above Cash Flow Statemet has bee prepared uder the idirect method as set out i Accoutig Stadard 3 as otified uder Sectio 211(3C) [Compaies (Accoutig Stadards) Rules, 2006, as ameded] ad other relevat provisios of the Compaies Act, Figures i parethesis idicate cash outgo. 4 Previous year figures, to the extet feasible, have bee regrouped/ recast wherever ecessary to coform to the curret year s classificatio. The accompayig Notes form a itegral part of these Fiacial Statemets. This is the Cash Flow Statemet referred to i our report of eve date. For ad o behalf of the Board For Price Waterhouse Rajedra S Pawar Vijay K Thadai Firm Registratio No.: E Chairma & Maagig Director CEO & Whole-time Director Chartered Accoutats DIN DIN Usha Rajeev Ashok Arora Rohit Kumar Gupta Rajesh Arora Parter Group Chief Fiacial Officer Chief Fiacial Officer Compay Secretary Membership No Place : Gurgao Date : May 23,

62 NOTES to the Fiacial Statemets for the year eded March 31, 2013 Cotd.. 1 CORPORATE INFORMATION NIIT is a global talet developmet compay which was set up i NIIT ( the Compay ) curretly offers learig ad kowledge solutios across globe to Idividuals, Eterprises ad Istitutios i Iformatio Techology, Busiess Process Outsourcig, Bakig Fiace ad Isurace, Executive Maagemet Educatio, School Educatio, Commuicatio & Professioal Life Skills ad Vocatioal Skills Traiig. 2 SIGNIFICANT ACCOUNTING POLICIES 2.1 Basis of Preparatio of Accouts These fiacial statemets have bee prepared i accordace with the geerally accepted accoutig priciples i Idia uder the historical cost covetio o accrual basis, except for certai tagible assets which are beig carried at revalued amouts. These fiacial statemets have bee prepared to comply i all material aspects with the accoutig stadards otified uder Sectio 211(3C) [Compaies (Accoutig Stadards) Rules, 2006, as ameded] ad the other relevat provisios of the Compaies Act, All assets ad liabilities have bee classified as curret or o-curret as per the Compay s ormal operatig cycle ad other criteria set out i the Schedule VI to the Compaies Act,1956. Based o the ature of products ad the time betwee the acquisitio of assets for processig ad their realisatio i cash ad cash equivalets, the Compay has ascertaied its operatig cycle as 12 moths for the purpose of curret - o curret classificatio of assets ad liabilities. 2.2 Other sigificat accoutig policies adopted by the Compay are detailed below: i) Tagible Fixed Assets ad Depreciatio Fixed Assets are stated at acquisitio cost except where they are take over pursuat to a acquisitio at a cosolidated price. Idividual fixed assets take over pursuat to acquisitio are recorded at their fair value o the date of acquisitio based o valuatio carried out by idepedet valuers. Depreciatio is provided o a pro-rata basis o the straight-lie method over the estimated useful lives of the assets determied as follows: - Buildigs 58 years Plat ad Equipmet icludig: - Computers, Priters ad related accessories 2-5 years - Electroic Equipmets 8 years - Air Coditioers 10 years Office Equipmet 8 years Furiture & Fixtures 7-10 years Leasehold Improvemets 3-5 years or lease period, whichever is lower Assets uder employee beefits scheme except vehicles 3 years Assets acquired uder lease (Icluded uder Plat & Lease Period Equipmet ad Furiture & Fixtures) All other assets (icludig Vehicles) Rates prescribed uder Schedule XIV to the Compaies Act, 1956 Fixed Assets purchased for utilisatio i implemetig certai cotractual obligatios with the customers uder a project are depreciated over the period of the cotract. ii) Itagible Fixed Assets ad Amortisatio Expeses icurred o iteral developmet of educatioal cotet ad products are capitalised either idividually or as a kowledge bak i the form of software, oce their techical feasibility ad ability to geerate future ecoomic beefits is established i accordace with the requiremets of Accoutig Stadard 26, Itagible Assets as otified uder sectio 211(3C) of the Compaies Act, Expeses icurred durig the research phase till the establishmet of commercial feasibility is charged to the Statemet of Profit ad Loss. Amortizatio is provided o a pro-rata basis o the straight-lie method over the estimated useful lives of the assets determied as follows: 60

63 NOTES to the Fiacial Statemets for the year eded March 31, 2013 Cotd.. a) Iterally Geerated (Software, Cotets ad Products) - School based o - IT cotet - Others 10 Years 3-5 Years b) Acquired (Software, Cotets ad Products) 3-5 Years c) Patets 3-5 years Further, educatioal cotet ad software are techically evaluated each year for their useful ecoomic life ad the uamortised amout of the asset is charged to Statemet of Profit ad Loss as amortisatio over their revised remaiig useful life. iii) Impairmet of Assets All assets other tha ivetories, ivestmets ad deferred tax asset are reviewed for impairmet, wherever evets or chages i circumstaces idicate that the carryig amout may ot be recoverable. Assets whose carryig value exceeds their recoverable amout are writte dow to the recoverable amout. iv) Ivestmets Log-term ivestmets are valued at their acquisitio cost. Ay declie i the value of the said ivestmet, other tha a temporary declie, is recogised ad charged to Statemet of Profit ad Loss. Short-term ivestmets are carried at cost or market value, whichever is lower. v) Ivetory Valuatio Traded Goods Ivetories are valued at lower of cost or et realisable value. Cost is determied usig weighted average method ad icludes applicable costs icurred i brigig ivetories to their preset locatio ad coditio. vi) Reveue Recogitio The reveue i respect of sale of courseware, techical iformatio ad referece material ad other goods are recogised o dispatch/ delivery of the material to the customer whereas the reveue from the tuitio activity/ traiig is recogised over the period of the course programs or as per the terms of agreemet, as the case may be. The reveue from time ad material cotracts is recogized o a ma moth basis. I respect of fixed price cotracts, icludig certai cotracts requirig sigificat usage of cotets capitalized as educatio software relatig to courseware ad products (Itellectual Property Rights), reveue is recogized based o the techical evaluatio of utilizatio of courseware ad products ad as per the proportioate completio method. The foreseeable losses o completio of cotract, if ay, are provided for. The Compay udertakes fixed price projects for supply/ istallatio/maiteace of techology equipmet & ifrastructure set-up, providig educatioal product ad educatioal services. Reveue from iitial project set-up activities & developmet of products uder such cotracts is recogized uder proportioate completio method. The reveue i such cotracts from sale of techology equipmets is recogised o delivery of the techology equipmet whe substatial risks ad rewards of owership i such techology equipmet pass to the customer based o cotractual terms of the respective cotracts ad i respect of techology equipmets, which are ot sold, the reveue from the same alog with the reveue from educatioal services is recogised over the cotracted period of service. Deferred Reveue represets uamortised amouts billed to customers i advace for products, services or subscriptios. I respect of sale ad lease back trasactios, reveue is recogized o delivery of the product. Gai o sale o such trasactios is recogized i the Statemet of Profit ad Loss over the lease period of the respective product. vii) Other Icome a) Divided icome is recogised whe the right to receive divided is established. b) Iterest icome is recogised o a time proportio basis takig ito accout the amout outstadig ad the rate applicable. 61

64 NOTES to the Fiacial Statemets for the year eded March 31, 2013 Cotd.. viii) Employee Beefits Gratuity NIIT provides for gratuity, a defied beefit retiremet pla (the Gratuity Pla ) coverig eligible employees i accordace with the Paymet of Gratuity Act, The Gratuity Pla provides a lump sum paymet to vested employees at retiremet, death, icapacitatio or termiatio of employmet, of a amout based o the respective employee s salary ad the teure of employmet. Compay s liability is actuarially determied (usig projected uit credit method) at the ed of the year ad ay shortfall i the fud size maitaied by the Trust set up by the Compay with Life Isurace Corporatio of Idia (LIC) is additioally provided for. The differece, if ay, betwee the actuarial valuatio of the gratuity of employees at the year ed ad the balace of fuds with LIC is provided for i the books. Actuarial losses/ gais are charged/ credited to the Statemet of Profit ad Loss i the year i which such losses/ gais arise. Compesated Abseces Liability i respect of compesated abseces is provided both for ecashable leave ad those expected to be availed. The Compay has defied beefit plas for compesated abseces for employees, the liability for which is determied o the basis of a actuarial valuatio (usig projected uit credit method) at the ed of the year. Ay gai or loss arisig out of such valuatio is recogised i the Statemet of Profit ad Loss. Superauatio The Compay makes defied cotributio to the Trust established for the purpose by the Compay towards superauatio fud maitaied with Life Isurace Corporatio of Idia. Cotributio made durig the year is charged to Statemet of Profit ad Loss. Providet Fud The Compay makes cotributio to the NIIT LIMITED EMPLOYEES PROVIDENT FUND TRUST, which is a defied beefit pla to the extet that the Compay has a obligatio to make good the shortfall, if ay, betwee the retur from the ivestmets of the trust ad the otified iterest rate. The Compay s obligatio i this regard is actuarially determied (usig projected uit credit method) ad provided for if the circumstaces idicate that the Trust may ot be able to geerate adequate returs to cover the iterest rates otified by the Govermet. The Compay s cotributio towards Providet Fud is charged to Statemet of Profit ad Loss. Pesio Fud The Compay makes defied cotributio to a govermet admiistered pesio fud o behalf of its employees. The Compay s cotributio towards Employee Pesio Scheme is charged to Statemet of Profit ad Loss. ix) Employees Stock Optio Pla (ESOP) Equity settled stock optios grated uder NIIT Employee Stock Optio Pla 2005 are accouted for as per the accoutig treatmet prescribed by Employee Stock Optio Scheme ad Employee Stock Purchase Guidelies, 1999, issued by Securities ad Exchage Board of Idia, whereby the itrisic value of the optio beig excess of market value of the uderlyig share immediately prior to date of grat over its exercise price is recogised as deferred employee compesatio with a credit to employee stock optio outstadig accout. The deferred employee compesatio is charged to Statemet of Profit ad Loss o straight lie basis over the vestig period of the optio. The optios that lapse are reversed by a credit to employee compesatio expese, equal to the amortised portio of value of lapsed portio ad credit to deferred employee compesatio expese equal to the u-amortised portio. The balace i employee stock optio outstadig accout, et of ay u-amortised deferred employee compesatio, is show separately as part of reserves ad surplus. 62

65 NOTES to the Fiacial Statemets for the year eded March 31, 2013 Cotd.. x) Foreig Currecy Trasactios Trasactios i foreig currecy are booked at stadard rates determied periodically which approximates the actual rates, ad all moetary assets ad liabilities i foreig currecy is restated at the ed of accoutig period. Gai/ Loss arisig out of fluctuatios o realisatio/ paymet or restatemet is charged/ credited to the Statemet of Profit ad Loss. Foreig currecy assets/ liabilities covered by forward cotracts are stated at the forward cotract rate ad differece betwee the forward rate ad the exchage rate at the iceptio of the forward cotract are recogised to the Statemet of Profit ad Loss over the life of the cotract, except to the extet o which accoutig policy o derivative istrumets ad hedge accoutig as detailed i (xi) below. xi) Derivative Istrumets ad Hedge Accoutig I accordace with its risk maagemet policies ad procedures, the Compay uses derivative istrumets to hedge its risks associated with foreig currecy fluctuatios. The derivatives that qualify for hedge accoutig ad desigated as cash flow hedges are iitially measured at fair value & are remeasured at a subsequet reportig date ad the chages i the fair value of the derivatives i.e. gai or loss is recogised directly i Shareholders Fuds uder hedgig reserve to the extet cosidered highly effective. Gai or loss o derivative istrumets that either does ot qualify for hedge accoutig or ot desigated as cash flow hedges or desigated cash flow hedges to the extet cosidered ieffective are recogised i the Statemet of Profit ad Loss. Hedge accoutig is discotiued whe the hedgig istrumet expires, sold, termiated, or exercised, or o loger qualifies for hedge accoutig. The cumulative gai or loss o the hedgig istrumet recogised i Shareholders Fuds uder hedgig reserve is retaied there util the trasactio occurs subsequet to which the same is adjusted agaist the related trasactio i the Statemet of Profit ad Loss. If a hedged trasactio is o loger expected to occur, the et cumulative gai or loss recogised i Shareholders Fuds is trasferred to Statemet of Profit ad Loss i the same period. xii) Leases The Compay has take assets, vehicles as well as premises o lease. Lease retal i respect of operatig lease arragemets are charged to expese i the Statemet of Profit ad Loss o a straight lie basis as per the terms of the related agreemet. Fiace lease trasactios are cosidered as fiacig arragemets i accordace with Accoutig Stadard 19 ad the leased asset is capitalised at a amout equal to the preset value of future lease paymets ad a correspodig amout is recogised as a liability. The lease paymets made are apportioed betwee fiace charge ad reductio of outstadig liability i relatio to the leased asset. xiii) Borrowig Cost Borrowig costs are recogised i the Statemet of Profit ad Loss for the period i which they are icurred except where the cost is icurred durig the costructio of a asset that takes a substatial period to get ready for its iteded use, i which case, it is capitalised. xiv) Taxatio Tax expese, comprisig of both curret tax ad deferred tax is icluded i determiig the et results for the year. Deferred Tax reflects the effect of timig differeces betwee the assets ad liabilities recogised for fiacial reportig purposes ad the amouts that are recogised for curret tax purposes. As a matter of prudece, deferred tax assets are recogised ad carried forward oly to the extet, there is reasoable/ virtual certaity that sufficiet future taxable icome will be available agaist which such deferred tax assets ca be realised. Curret Tax is determied based o the provisios of Icome Tax Act, Miimum Alterate Tax (MAT) paid i excess of ormal icome tax is recogised as asset (MAT Credit etitlemet) oly to the extet, there is reasoable certaity that compay shall be liable to pay tax as per the ormal provisios of the Act i future. MAT Credit is utilised i the year whe ormal icome tax is higher tha the Miimum Alterate Tax (MAT). 63

66 NOTES to the Fiacial Statemets for the year eded March 31, 2013 Cotd.. xv) Provisios ad Cotigecies The Compay creates a provisio whe there is preset obligatio as a result of a past evet that probably requires a outflow of resources ad a reliable estimate ca be made of the amout of obligatio. A disclosure for a cotiget liability is made whe there is a possible obligatio or a preset obligatio that probably will ot require a outflow of resources or where a reliable estimate of the obligatio caot be made. Disclosure of show cause otices are made o merits of the matters where maagemet foresees possibilities of outflow of resources. xvi) Earigs Per Share The earigs cosidered i ascertaiig the Compay s Earigs Per Share ( EPS ) comprises the Net Profit after Tax. The umber of shares used i computig the Basic EPS is the weighted average umber of shares outstadig durig the year. The Diluted EPS is calculated o the same basis as Basic EPS, after adjustig for the effects of potetial Dilutive Equity Shares. xvii) Cash ad Cash Equivalets I the Cash Flow Statemet, cash ad cash equivalets icludes cash o had, demad deposits with baks, other short-term highly liquid ivestmets with origial maturities of three moths or less. (Rs. Millio) As At As At March 31, 2013 March 31, SHARE CAPITAL Authorised 250,000,000 Equity Shares of Rs. 2/- each (Previous year 250,000,000 Equity Shares of Rs. 2/- each) 2,500,000 Redeemable Preferece Shares of Rs.100/- each (Previous year 2,500,000 Redeemable Preferece Shares of Rs.100/- each) Issued 165,101,597 Equity Shares of Rs. 2/- each (Previous year - 165,101,597 Equity Shares of Rs. 2/- each) Subscribed ad Paid up 165,095,597 Equity Shares of Rs. 2/- each (Previous year - 165,095,597 Equity Shares of Rs. 2/- each) Add: Forfeited Shares (amout origially paid-up)

67 NOTES to the Fiacial Statemets for the year eded March 31, 2013 Cotd Recociliatio of the umber of shares outstadig As at Equity Shares March 31, 2013 March 31, 2012 No. of shares (Rs. Millio) No. of shares (Rs. Millio) Shares outstadig at the begiig of the year 165,095, ,095, Shares issued durig the year Shares bought back durig the year Shares outstadig at the ed of the year 165,095, ,095, Rights, prefereces ad restrictios attached to shares:- Equity Shares: The Compay has oe class of equity shares havig a par value of Rs. 2/- per share. Each shareholder is eligible for oe vote per share held. The divided proposed by the Board of Directors is subject to the approval of the shareholders i the esuig Aual Geeral Meetig, except i case of iterim divided. I the evet of liquidatio, the equity shareholders are eligible to receive the remaiig assets of the Compay after distributio of all preferetial amouts, i proportio to their shareholdig. 3.3 Shares held by each shareholder holdig more tha 5% shares i the Compay As at March 31, 2013 March 31, 2012 No. of shares % of holdig No. of shares % of holdig Pace Services Limited 22,557, % 22,557, % Global Solutios Private Limited 21,580, % 21,580, % FID Fuds Mauritius Limited 10,139, % 10,139, % Total 54,277, % 54,277, % 3.4 Shares reserved for issue uder Employee Stock Optio Pla (ESOP) As at March 31, 2013 March 31, 2012 No. of shares (Rs. Millio) No. of shares (Rs. Millio) Equity shares (For details refer Note 26) 3,761, ,355, ,761, ,355, Aggregate umber of Equity shares issued as bous shares durig the immediately precedig five years As at March 31, 2013 March 31, 2012 Allotted as fully paid up by way of bous shares (No. of shares) 54,869,490 54,869,490 54,869,490 54,869,490 65

68 NOTES to the Fiacial Statemets for the year eded March 31, 2013 Cotd.. (Rs. Millio) 4 RESERVES AND SURPLUS As at March 31, 2013 March 31, 2012 Securities Premium Reserve Debeture Redemptio Reserve Opeig balace Less: Amout trasferred to Geeral Reserve (50.00) (25.00) Add: Amout trasferred from/ (to) Surplus i Statemet of Profit ad Loss Employees Stock Optio Outstadig Opeig balace - - Add: Employees Stock Optio grated durig the year Less: Deferred Compesatio Expese (1.41) Hedgig Reserve Accout (Debit balace) [Refer Note 41] Hedgig Reserve (30.66) (30.66) - - Geeral Reserve Opeig balace Add: Amout trasferred from Debeture Redemptio Reserve Add : Amout trasferred from Surplus i Statemet of Profit ad Loss Surplus i Statemet of Profit ad Loss Balace Brought Forward from Previous year 2, , Add : Profit for the year Less: Appropriatios Proposed Divided o Equity Shares (264.16) (264.16) Corporate Divided Tax o above* (28.72) (28.06) Amout trasferred to Geeral Reserve (1.16) (96.25) Amout trasferred to/ (from) Debeture Redemptio Reserve (31.23) 2, (43.73) 2, Total 4, , * The Compay s wholly owed domestic subsidiary Scatech Evaluatio Services Limited has declared iterim divided amoutig to Rs Millio for fiacial year i respect of which divided distributio tax would be paid by the subsidiary. I terms of provisios of sub-sectio 1A of sectio 115O of the Icome Tax Act 1961, divided distributio tax payable by the Compay, is et of the divided distributio tax to be paid by the subsidiary compay amoutig to Rs Millio. (Rs. Millio) 5 LONG-TERM BORROWINGS As at March 31, 2013 March 31, 2012 March 31, 2013 March 31, 2012 No-Curret Portio Curret Maturities A ) SECURED i) No Covertible Debetures ii) Term Loas from Baks - Foreig Currecy Term Loa Sub Total (A) B ) UNSECURED i) Loas from Subsidiary ii) Fiace Lease Obligatio Sub Total (B) Amout disclosed uder the head "Other Curret Liabilities" (Refer Note 8 ) (C ) - - (393.40) (254.49) Total (A+B+C) 1,

69 NOTES to the Fiacial Statemets for the year eded March 31, 2013 Cotd Details of Security Give Agaist Loas i) 12% No Covertible Debetures issued to Life Isurace Corporatio of Idia ad 11.25% No Covertible Debetures issued to Idia Overseas Bak are secured by way of first charge o pari-passu basis o the immovable ad movable fixed assets of the Compay. The Compay had maitaied sufficiet asset cover to discharge the pricipal amout of these debetures at all times durig the fiacial year ii) Durig the curret year, the Compay has availed Foreig Currecy Term Loa of USD 12 Millio from Citi Bak N.A., Idia Brach. The loa is secured by way of compay s tagible ad itagible movable fixed assets both preset ad future. Necessary formalities to create the security have bee iitiated as per the terms ad coditios of the said loa. The rate of iterest o the loa is LIBOR with the margi of 2.2%. 5.2 Terms of Repaymet (i) 12% No Covertible Debetures to Life Isurace Corporatio of Idia amoutig to Rs. 500 Millio are redeemable at par as follows: Redemptio Date (Rs. Millio) 20th October th October th October (ii)11.25% No Covertible Debetures to Idia Overseas Bak amoutig to Rs. 200 Millio are redeemable at par as follows: Redemptio Date (Rs. Millio) 17th March (iii) Foreig Currecy Term Loa from Citi Bak, N.A., Idia Brach, is repayable as below: Repaymet Date (Rs. Millio) March 25, September 25, April 25, (iv) Fiace Lease Obligatio is repayable i Equated Mothly Istallmets durig the teure of lease. (Rs. Millio) 6 SHORT-TERM BORROWINGS As at As at March 31, 2013 March 31, 2012 A) SECURED Cash Credit from Baks Sub Total (A) B) UNSECURED Iter Corporate Deposits from Subsidiary Sub Total (B) Total (A+B) Details of Security give agaist Loas Cash Credit Limits of the Compay ad sub limits of certai subsidiaries are secured by hypothecatio of stocks ad book debts of the Compay. 67

70 NOTES to the Fiacial Statemets for the year eded March 31, 2013 Cotd.. (Rs. Millio) 7 TRADE PAYABLES As at March 31, 2013 March 31, 2012 Curret - Due to Micro, Small ad Medium Eterprises Due to Others 1, , , , Parties covered uder Micro, Small ad Medium Eterprises Developmet Act, 2006 (MSMED Act) have bee idetified o the basis of iformatio available with the Compay. Disclosures as per Sectio 22 of the Micro, Small ad Medium Eterprises Developmet Act, 2006 (MSMED Act) are as follows: (Rs. Millio) Particulars As at As at March 31, 2013 March 31, 2012 a) The pricipal amout ad the iterest due thereo remaiig upaid to ay supplier i) Pricipal amout ii) Iterest thereo b) The amout of paymet made to the supplier beyod the appoited day ad the iterest thereo, durig a accoutig year i) Pricipal amout ii) Iterest thereo - - c) The amout of iterest due ad payable for the year of delay i makig paymet (which have bee paid but beyod the appoited day durig the year) but without addig the iterest specified uder this Act d) The amout of iterest accrued ad remaiig upaid at the ed of accoutig year e) Amout of further iterest remaiig due ad payable eve i the succeedig years, util such date whe the iterest dues above are actually paid to the small ivestor - - (Rs. Millio) 8 OTHER LIABILITIES As at March 31, 2013 March 31, 2012 March 31, 2013 March 31, 2012 Log-Term Curret Curret Maturities of Log-Term Borrowigs (Refer Note 5) Iterest Accrued but ot due o Borrowigs Upaid Divided* Uclaimed Fractioal Share Paymet Security Deposits Payable Payable to Subsidiaries Deferred Reveue Advaces from Customers Statutory Dues Derivative Istrumet Fair Value Liability (Refer Note 41) Other Payables** , , * There are o amouts due for paymet to the Ivestor Protectio Fud uder sectio 205 C of the Compaies Act, 1956 as at the year ed. ** icludes capital creditors ad payable to employees 68

71 NOTES to the Fiacial Statemets for the year eded March 31, 2013 Cotd.. (Rs. Millio) 9 PROVISIONS As at March 31, 2013 March 31, 2012 March 31, 2013 March 31, 2012 Log-Term Short-Term Provisio for Employee Beefits (Refer Note 25) -Provisio for Gratuity Provisio for Compesated Abseces Others -Proposed Divided Provisio for Corporate Divided Tax

72 NOTES to the Fiacial Statemets for the year eded March 31, 2013 Cotd FIxED ASSETS (Rs. Millio) Descriptio of Assets Cost As o G R O S S B L O C K D E P R E C I A T I O N A N D A M O R T I S A T I O N N E T B L O C K Additios durig the year Sales / Adj. durig the year Total as o As o For the year Sales / Adj. durig the year Total as o As o As o Tagible Lad-Freehold {Refer Footote (ii)} Buildigs {Refer Foototes (i) & (iii)} Plat & Equipmet -Owed 1, , , , Leased Leasehold Improvemets Furiture & Fixtures -Owed Leased Vehicles Office Equipmet -Owed Leased Sub Total (a) 3, , , , , , Previous Year (b) 2, , , , , Itagible Itellectual Property Rights - Acquired Iterally geerated {Refer Footote (iv)} Leased Software Acquired , Patets Sub Total (c) 1, , , , Previous Year (d) 1, , , , Total ( a+c ) 5, , , , , , Previous Year (b+d) 4, , , , , , Itagible assets uder developmet {Refer Footote (iv)} Foototes : (i) Gross Block of Buildig icludes 10 shares of Rs. 50 /- each i the Guru Vidya Co-operative Housig Society Limited. (ii) Out of the total lad as above, 25 acres of lad amoutig to Rs Millio at Tehsil Behror, District Alwar is alloted for educatio purpose. This lad caot be trasferred without the approval of the allotmet authority. (iii) Refer Note 40 (iii) for Buildig give o Operatig Lease. (iv) Refer Note 37 for cost icurred durig the year o iterally geerated itagible assets. (v) Depreciatio icludes impairmet of itagibles aggregatig to Rs Millio (Previous year Rs. Nil) 70

73 NOTES to the Fiacial Statemets for the year eded March 31, 2013 Cotd.. (Rs. Millio) 11 INVESTMENTS As at Particulars March 31, 2013 March 31, 2012 No - Curret A. TRADE [UNQUOTED] (Valued at cost ) I Subsidiary Compaies -Equity 24,162,113 (Previous year 24,162,113) Shares of 1 US $ each fully paid-up i NIIT (USA) Ic., USA 1, , Less: Provisio for dimiutio i value of Ivestmet (398.42) (398.42) ,000 (Previous year 500,000) Equity Shares of 1 US $ or Rp. 2,297/- each fully paid-up i PT NIIT Idoesia, Idoesia Less: Provisio for dimiutio i the value of ivestmet (17.56) (17.56) ,056,000 (Previous year 35,056,000) Equity Shares of 1 US $ each fully paid-up i NIIT Atilles NV, Netherlads Atilles 1, , Less: Provisio for dimiutio i value of Ivestmet (773.53) (773.53) ,949,175 (Previous year 3,949,175) Equity Shares of Re 1/- each fully paid-up i NIIT Olie Learig Limited Less: Provisio for dimiutio i value of Ivestmet (3.95) (3.95) - - 1,000,000 (Previous year 1,000,000) Equity Shares of Rs 10/- each fully paid-up i Hole-i-the-Wall Educatio Limited Less: Provisio for dimiutio i value of Ivestmet (10.50) (10.50) - - 9,910,000 (Previous year 9,910,000) Equity Shares of Rs. 10/- each fully paid-up i Scatech Evaluatio Services Limited ,000 (Previous year 155,000) Equity Shares of 1 GBP each fully paid-up i NIIT Limited-UK ,050,000 (Previous year 8,050,000) Equity Shares of Rs. 10/- each fully paid-up i NIIT Istitute of Fiace Bakig ad Isurace Traiig Limited ,475,096 (Previous year 1,475,096) Equity Shares of Rs. 10/- each fully paid-up i Evolv Services Limited ,500,000 (Previous year 16,500,000) Equity Shares of Rs. 10/- each fully paid-up i NIIT Istitute of Process Excellece Limited

74 NOTES to the Fiacial Statemets for the year eded March 31, 2013 Cotd.. Rs. Millio) As at March 31, 2013 March 31, 2012 No - Curret 7,949,155 (Previous year 7,949,155) Equity Shares of Rs. 10/- each fully paid-up i NIIT Yuva Jyoti Limited [Refer Footote (i) & (ii)] Share Applicatio moey for equity shares of NIIT Yuva Jyoti Limited [Refer Footote (i) & (ii)] Preferece 5,600,000 (Previous year 5,600,000) No Covertible Cumulative Redeemable Preferece Shares of Rs. 10/- each fully paid-up i Hole-i-the-Wall Educatio Limited - - [Ivestmet of Rs. 100/-( Previous year Rs. 100/-)] Sub Total (A) 2, , B. LONG TERM, OTHERS [UNQUOTED] I Other Compaies 240 Equity Shares of Rs.10/- each fully paid-up i Hiduja HCL Sigtel Commuicatio Private Limited - - Less: Provisio for dimiutio i the value of Ivestmet - - [Ivestmet of Rs. 2400/- (Previous year Rs. 2400/-)] Sub Total (B)- - TOTAL (A+B) 2, , Aggregate amout of Uquoted Ivestmets 3, , Less:- Aggregate Provisio for dimiutio i the value of Ivestmets (1,203.96) (1,203.96) Total 2, , Notes: (i) The Compay is required to hold a miimum of 51% of the total paid-up Equity Share Capital of NIIT Yuva Jyoti Limited (NYJL), durig the term of the agreemet with Natioal Skill Developmet Corporatio (NSDC). (ii) Durig the year, the Compay has made further ivestmet of Rs. 27 Millio as share applicatio moey for equity shares of subsidiary compay NIIT Yuva Jyoti Limited. The equity shares agaist the applicatio moey have bee allotted to the Compay subsequet to the year ed. The iitial ivestmet of Rs Millio ca ot be sold, pledged or otherwise ecumbered wholly or i part for a period of four years from December 8, 2011 to December 7,

75 AWARDS AND HIGHLIGHTS

76 Awards: NIIT received Top IT Traiig Compay Award 2012 for the 20th year i successio by Cybermedia publicatios NIIT featured as the Idia s Most Trusted Educatio Brad i Brad Trust Report, Idia Study, 2013, udertake by Trust Research Advisory for the secod cosecutive year NIIT Guru ICR@Home, has bee ackowledged for the 2d cosecutive year at the World Educatio Summit 2013 for best Use of Assistive Techologies i Educatio NIIT Imperia received Best Telecom & Satellite Learig Providers i Educatio award at the Natioal Educatio Excellece Awards 2013 by leadig idustry body ASSOCHAM, (Associated Chambers of Commerce ad Idustry of Idia) NIIT IFBI recogized as the Most Iovative Recruitmet Maagemet iitiative at the Talet & HR Leadership Coferece Awards by ET Now at World HRD Cogress 2013 NIIT has bee raked amog the Top 10 Idia s Best Compaies to Work for-2012 by Great Places to Work Istitute NIIT USA was raked amog the Top 20 Compaies i Traiig Outsourcig, 2012 by Traiig Idustry, Ic. for the sixth cosecutive time sice 2008 NIIT USA was awarded the Brado Hall Excellece i Learig 2012 Silver Award i the Best i Competecies ad Skill Developmet category joitly with Shell for Shell Stadard Primavera Educatio NIIT USA eared a silver i the Chief Learig Officer Learig i Practice 2012 awards i the Excellece i E-Learig category for MetLife Virtual Iductio Program NIIT USA raked #3 Overall ad #2 i Size of Deal i HRO Today magazie s Baker s Doze Customer Satisfactio Ratigs for Top Learig Providers, 2012 NIIT receives Friedship Award from Govermet of Chogqig, People s Republic of Chia for cotributios to ecoomic ad social developmet i July Ride The Cloud

77 Highlights: NIIT aouced a breakthrough iitiative Cloud Campus, for redefiig the educatio ladscape by makig available ew-age skills, to studets across the breadth of the coutry ad to offer over 100 courses across 300 locatios by the ed of 2013, thus eablig a coverage of over 500,000 studets by 2014 NIIT parters with NASSCOM to ehace skill developmet of graduates through its i-campus traiig iitiative, across colleges i the coutry NIIT MidChampios Academy (MCA) completes 10 years of developig youg mids through Chess, impactig over 1.65 millio childre across 17,000 schools sice iceptio NIIT stregtheed its partership with the Departmet of Icome Tax, to create a pool of traied ad certified Tax Retur Preparers (TRPs) across the coutry as part of the Tax Retur Preparers Scheme (TRPS). Over 1,52,000 cadidates from more tha 300 cities applied for NIIT s 9th Natioal IT Aptitude Test (NITAT) NIIT coducts the 13th IT Scholarship Test i Nigeria NIIT Careers@Campus completes oe year at SSM College, Komarapalayam ad World Chess Champio ad NIIT MidChampio Viswaatha Aad felicitates the studets NIIT foudatio parters with Hidusta Coca-Cola Beverages Pvt. Ltd (HCCBPL) ad actor Salma Kha s Beig Huma foudatio to scale up Career Developmet Cetre (CDC), a iitiative to empower rural, educated ad uderserved youth. NIIT parters with Digital Marketig Istitute (DMI), the global leaders i traiig professioals i digital marketig, to offer digital marketig educatio ad professioal certificatio i Idia NIIT District Learig Cetre, Chhidwara completes 5 years of empowerig local talet to chart successful careers ad lauches idustry-aliged traiig program i Bakig & Fiace i presece of Ho ble Uio Miister for Fiace, Mr. P. Chidambaram ad Ho ble Uio Miister for Urba Developmet & Parliametary Affairs, Mr. Kamal Nath. Ride The Cloud

78 From L to R: Mr Vijay Thadai, CEO, NIIT Ltd., Mr Rajedra S Pawar, Chairma, NIIT Ltd. & Mr G Raghava, Chief Executive, Career Buildig Solutios, NIIT Ltd. durig the NIIT Cloud Campus Lauch. Ride The Cloud

79 Pael Discussio o Cloud Chagig the face of educatio From L to R: Dr Samir Brahmachari, Director Geeral of the Coucil of Scietific & Idustrial Research (CSIR), Dr Shashi Tharoor, Ho ble Miister of State for HRD, Govt. of Idia, Mr Rajedra S Pawar, Chairma NIIT ad Prof. Deepak Phatak, IIT Mumbai. NIIT aouced a breakthrough iitiative Cloud Campus, for redefiig the educatio ladscape by makig available ew-age skills, to studets across the breadth of the coutry ad to offer over 100 courses across 300 locatios by the ed of 2013, thus eablig a coverage of over 500,000 studets by Ride The Cloud

80 NIIT coducts the 13th IT Scholarship Test i Nigeria. NIIT parters with Digital Marketig Istitute (DMI), the global leaders i traiig professioals i digital marketig, to offer digital marketig educatio ad professioal certificatio i Idia. NIIT Careers@Campus completes oe year at SSM College, Komarapalayam ad World Chess Champio ad NIIT MidChampio Viswaatha Aad felicitates the studets. NIIT District Learig Cetre, Chhidwara completes 5 years of empowerig local talet to chart successful careers ad lauches idustry-aliged traiig programme i Bakig & Fiace i presece of Ho ble Uio Miister for Fiace, Mr P Chidambaram ad Ho ble Uio Miister for Urba Developmet & Parliametary Affairs, Mr Kamal Nath. Ride The Cloud

81 NIIT stregtheed its partership with the Departmet of Icome Tax, to create a pool of traied ad certified Tax Retur Preparers (TRPs) across the coutry as part of the Tax Retur Preparers Scheme (TRPS). NIITU SA was raked amog the Top 20 Compaies i Traiig Outsourcig, 2012 by Traiig Idustry, Ic. for the sixth cosecutive time sice NIIT receives Friedship Award from Govermet of Chogqig, People s Republic of Chia for cotributios to ecoomic ad social developmet i July Ride The Cloud