The Directors have pleasure in presenting the 24^th Annual Report
of the Company together with the audited standalone and
consolidated financial statements for the financial year ended
March 31,2026.

Financial Highlights

The key financial highlights of the Company for the financial year
ended March 31, 2026 (“Financial Year 2025-26” / “FY26”) are as
follows:

(All Amounts in Rs. Million, unless otherwise stated)

On a consolidated basis, the Company’s revenue from operations
for FY26 stood at Rs. 19,520 million, as compared to Rs. 16,533
million in the previous financial year. The consolidated profit after
tax for FY26 was Rs. 2,477 million, as against Rs. 2,275 million in
the previous financial year.

On a standalone basis, the Company’s revenue from operations
for FY26 was Rs. 5,319 million, as compared to Rs. 4,835 million in
the previous financial year. The standalone profit after tax for FY26
amounted to Rs. 1,046 million, as against a profit of Rs. 1,287
million in the previous financial year.

Business Operations

FY26 unfolded in a dynamic global environment. Enterprises
remained focused on measurable outcomes and cost-efficient,
technology-led delivery. In NLSL’s core markets of North America
and Europe, structural demand for outsourcing and workforce
transformation continued to strengthen, as organisations prioritised
cost agility, productivity, and scalable delivery models. Against this
backdrop, your Company continued to deliver industry-leading
growth and profitability, underpinned by its differentiated operating
model, strong customer relationships, and focus on measurable
business outcomes.

During the year, the business added 21 new logos, secured four
scope expansions and 12 contract renewals. At the close of FY26,
NLSL served 110 MTS customers, with the top 5 customers
contributing 32% of revenues, the top 10 contributing 50%, and
the top 20 contributing 69%. Revenue visibility at year-end was
USD 459 million. The Company expanded its footprint within
existing accounts and leveraged its scale and expertise to grow
wallet share.

For FY26, the Company delivered revenue of Rs. 19,520 million,
up 18% year-on-year (11% in constant-currency terms), inclusive
of contributions from the two acquisitions completed during the
year. EBITDA for the year was Rs. 3,957 million, up 5% over
FY25, representing a margin of 20.3%. Margins were lower than
FY25 (22.8%) due to normalisation of business mix following
completion of a large North American real estate training contract,
together with planned investments in sales and marketing
and new capabilities including AI, partially offset by improved
utilisation, Al-led productivity gains, and operating leverage. NLSL
continued to invest in strengthening its capabilities, particularly in
Generative AI (GenAI), which is being deployed to deliver scalable,
hyper-personalised learning solutions with improved efficiency
and enhanced outcomes, with AI-enabled revenue growing to
approximately 13% of quarterly revenue by Q4 FY26.

During the year, the Company also completed two strategic
acquisitions: MST Group (Munich, Germany), a leading managed
learning services provider in the DACH region, and SweetRush Inc.
(San Francisco, USA), a specialist in immersive, XR-based and AI-
enabled learning experiences, broadening its solutions portfolio
and geographic footprint across the US and Europe.

A detailed analysis of the overall performance is given in the
Management Discussion and Analysis Report, forming part of this
Report.

Future Plans

The annual spending on corporate training is estimated to be
around USD 400 billion. However, outsourcing of proprietary
training remains underpenetrated, with external spending on
learning services at less than USD 10 billion per annum, under
3% of overall L&D spend, providing significant long-term growth
potential for specialist providers such as NLSL. Adoption of
outsourcing is being accelerated by the increasing complexity
of training requirements, heightened demand for measurable
ROI from L&D investments, and the shift by enterprises towards
variable-cost delivery models.

The underlying demand drivers for NLSL’s services remain
strong and structural. The World Economic Forum’s Future of
Jobs 2025 report notes that 63% of global companies cite skills
gaps as a key challenge, while 85% plan to increase workforce
upskilling investment. Skills gaps, regulatory change, and rapid
technological advances, particularly the adoption of AI in learning,
are prompting global corporations to seek agile, scalable, and
outcome-driven solutions. Your Company’s proven capability
stack, differentiated consulting expertise, and strong track record
in delivering measurable learning outcomes position it to capture a
growing share of this expanding market. With ongoing investments
in GenAI, immersive learning, and advisory services, and with
recognition at pole position in AI for Learning in the Fosway 9-Grid
and as a Strategic Leader in Managed Learning Services by
NelsonHall NEAT, the Company is building a future-ready portfolio.

Building on the successful acquisitions of MST Group and
SweetRush during FY26, and the earlier integration of St. Charles
Consulting Group, your Company plans to continue its inorganic
growth agenda to add new capabilities, penetrate desired customer
segments, and strengthen presence in select geographies. This
will be pursued alongside a balanced organic growth strategy
focused on new customer acquisition, expansion within existing
accounts, and further strengthening of global delivery capabilities.

With a robust balance sheet, a strong net cash position, healthy
revenue visibility, and enduring customer relationships, NLSL
aims to sustain industry-leading growth and profitability over the
medium to long term, while continuing to invest in innovation,
thought leadership, and global sales and marketing to drive large-
scale, comprehensive engagements.

Dividend

The Board of Directors has recommended a dividend of Rs. 3.25
per equity share for FY26, for approval of the Members at the
ensuing Annual General Meeting (“AGM”). Upon approval, the
dividend shall be paid within 30 days from the date of the AGM,
in accordance with the provisions of the Companies Act, 2013
(hereinafter referred to as “the Act”).

Transfer to Reserves

The Company has not transferred any amount to the General
Reserve for FY26.

Share Capital

During the Financial Year 2025-26, there was no change in the
Authorised Share Capital of the Company. 1,395,090 equity
shares were allotted during the year pursuant to the exercise of
stock options granted under the NLSL Employee Stock Option
Plan 2023-0, in accordance with the Composite Scheme of
Arrangement.

The Corporate Governance Report forming part of this Report
provides details of the shareholding pattern of the Company,
equity shares and unpaid / unclaimed dividends transferred to the
Investor Education and Protection Fund, as well as equity shares,
if any, lying in the Suspense Account.

The equity shares of the Company continue to be listed on the
National Stock Exchange of India Limited (NSE) and BSE Limited
(BSE), and the annual listing fees for the Financial Year 2026-27
have been paid to both the Stock Exchanges within the stipulated
time.

Material changes and commitments, if any, affecting the
financial position of the Company

There were no material changes or commitments affecting
the financial position of the Company during FY26, except as
disclosed elsewhere in this Report. Further, there was no change
in the nature of the Company’s business during the year.

Subsidiaries, Joint Ventures and Associate Companies

Pursuant to the provisions of Section 129(3) of the Act, a statement
containing the salient features of the financial statements of the
Company’s subsidiaries is provided in the prescribed Form AOC-
1, which is annexed hereto as “Annexure A” and forms part of
this Report. A consolidated analysis of the overall performance of
the Company and its subsidiaries is presented in the Management
Discussion and Analysis, which also forms part of this Report.

The list of subsidiaries of the Company is set out in Form AOC-1
and also disclosed in the notes to the financial statements of the
Company.

NIIT (Ireland) Limited, a wholly owned subsidiary of the
Company, acquired 100% shareholding of MST Investment
Holding GmbH, Germany, along with its subsidiaries
(collectively referred to as the “MST Group”), on July 9,
2025 for an aggregate consideration of EUR 22.37 million
comprising of purchase of 100% equity for EUR 15.35 million
and takeover of existing loans for EUR 7.02 million, subject to
adjustments as per terms of definitive agreements.

Founded in 2009 and headquartered in Munich, Germany,
MST Group is a leading provider of managed learning services
in the DACH region (Germany, Austria and Switzerland)
and serves marquee customers across the automotive,
industrial and energy sectors. The acquisition is aligned with
the Company’s stated strategy of driving growth through
targeted investments aimed at building new capabilities,
expanding geographic presence and deepening penetration
in high-potential customer segments.

The acquisition strengthens the Company’s footprint in one
of Europe’s fastest-growing regions, enhances its presence
in the automotive and industrial market segments, and
augments its managed learning services portfolio through the
addition of QuickStart Learning Academy capabilities. The
inclusion of Hungary as a near-shore capability centre further
enables the Company to deliver onsite, multilingual learning
solutions to its global clients.

MST Investment Holding GmbH has following wholly owned
direct and step-down subsidiaries:

• Direct subsidiary: MST Holding GmbH

• Step down subsidiaries (Subsidiaries of MST Holding
GmbH):

• MST Group GmbH

• MST Shanghai Co. Ltd.

• MST South Carolina Inc. (an inoperative entity,
voluntarily dissolved with effect from February
12, 2026, to streamline and simplify the corporate
structure)

• MST UK Ltd. (an inoperative entity, voluntarily
dissolved with effect from March 3, 2026, to
streamline and simplify the corporate structure).

• MST Switzerland GmbH (an inoperative entity, which
had been under voluntary striking-off prior to the
acquisition, stood dissolved on February 25, 2026).

NIIT (USA), Inc., a wholly owned subsidiary of the Company,
acquired 100% shareholding of SweetRush Inc., along with
its subsidiary, on January 9, 2026 for an aggregate purchase
price up to USD 26 million including earnout amount payable
over the next five years based on its performance, subject to
adjustments as per terms of definitive agreements.

Founded in 2001 and headquartered in San Francisco,
USA, SweetRush is a recognised leader in strategic training
interventions and high-end custom learning solutions for
Fortune 1000 enterprises and professional associations. The
acquisition is in line with NLSL’s growth strategy focused
on capability enhancement, geographic expansion and
penetration of attractive market segments.

The acquisition brings together SweetRush’s custom,
AI-enabled, human-centred learning experience design
capabilities with NLSL’s global scale in managed learning
services. SweetRush is known for its award-winning strategic
learning interventions, certification-oriented content and
expanding talent solutions offerings, while NLSL’s contributes
a comprehensive, AI-enabled Managed Learning Services
platform servicing Global 1000 enterprises, enabling
measurable learning outcomes and optimized learning
investments.

SweetRush Inc. has a wholly owned subsidiary, 3-102-812005
Sociedad de Responsabilidad Limitada, based in Costa Rica.

Consequent to these acquisitions, MST Investment Holding
GmbH, SweetRush Inc., and their respective subsidiaries became
step-down subsidiaries of the Company.

Financial Statements

Pursuant to the provisions of Section 129 of the Act and Regulation
34 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
as amended from time to time (“hereinafter referred to as Listing
Regulations”), the Audited Consolidated Financial Statements
of the Company, prepared in accordance with the applicable
provisions of the Act, are attached alongwith Audited Standalone
Financial Statements and form part of this Annual Report.

In accordance with the provisions of Section 136 of the Act, the
Audited Standalone and Consolidated Financial Statements of
the Company, along with the relevant documents and accounts
of each of its subsidiaries, audited wherever applicable/available,
are hosted on the Company’s website at:https://www.niit.com/
regulation46-of-the-lodr/. These documents shall also be made
available for inspection by the Members upon request.

Directors

There was no change in the composition of the Board of Directors
of the Company during the period under review.

In accordance with the provisions of Section 152 of the Act,
Mr. Rajendra Singh Pawar (DIN: 00042516) and Mr. Vijay Kumar
Thadani (DIN: 00042527), Directors of the Company, are retiring
by rotation at the ensuing AGM and, being eligible, have offered
themselves for re-appointment. The relevant details relating
to their re-appointment are provided in the Notice of the AGM.
Based on the evaluation and recommendation of the Nomination
and Remuneration Committee, the Board of Directors has
recommended their re-appointment to the Members for their
approval.

The Board is appropriately structured and comprises Executive,
Non-Executive and Independent Directors, with an optimum
balance of diversity in terms of skills, experience, domain
expertise, age, gender and geographic exposure, in line with the
Company’s governance philosophy and the requirements of the
Listing Regulations.

The Company has received declarations from all the Independent
Directors confirming that they meet the criteria of independence
as prescribed under Section 149 of the Act and the Listing
Regulations. Based on the declarations received and in the opinion
of the Board, all the Independent Directors fulfil the conditions
specified under the Act, the rules made thereunder and the Listing
Regulations, and continue to be independent of the management.

All Independent Directors have registered themselves with the
Indian Institute of Corporate Affairs (IICA) for inclusion of their
names in the databank of Independent Directors, pursuant to
Rule 6(1) of the Companies (Appointment and Qualification of
Directors) Rules, 2014, and have confirmed compliance with the
other applicable requirements under the said Rules.

Meetings of the Board

During the Financial Year 2025-26, eight meetings of the Board
of Directors were held. The interval between any two consecutive
Board meetings was within the limits prescribed under the Act
and the Listing Regulations. Further details relating to the Board
meetings are provided in the Corporate Governance Report, which
forms part of this Report.

Board Evaluation

In accordance with the provisions of the Act and the Listing
Regulations, a structured evaluation framework is in place for
assessing the performance of the Board, its Committees, and
individual Directors, including the Chairperson. The evaluation
process is conducted annually and is designed to ensure effective
governance and the continuous improvement of Board functioning.

The performance evaluation of the Board and its Committees
covers, inter alia, aspects such as the adequacy and composition
of the Board, frequency and effectiveness of Board and Committee
meetings, quality and timeliness of information made available,
effectiveness of deliberations, oversight of the Company’s strategy
and performance, ethical standards, compliance framework, and
adequacy of internal control and audit mechanisms.

A separate evaluation was carried out for the performance of
individual Directors, including the Chairperson. The evaluation
criteria included parameters such as level of engagement and
contribution, preparedness and participation in Board and
Committee meetings, independence and quality of judgement,
ability to provide strategic and expert guidance, safeguarding
of the interests of the Company and its minority shareholders,
alignment with the Board’s skills matrix, and contribution to
deliberations on key matters, including related party transactions.

The evaluation process was completed through structured
feedback and inputs from the Directors, and the Board noted
that the overall performance of the Board, its Committees and
individual Directors continued to be effective and aligned with the
Company’s governance objectives.

Directors’ Responsibility Statement

Pursuant to the provisions of Section 134(5) of the Act, the
Directors of the Company hereby state and confirm that:

• In the preparation of the annual financial statements, the
applicable Indian Accounting Standards have been followed,
along with proper explanation relating to any material
departures, if any;

• The Directors have selected such accounting policies and
applied them consistently and have made judgements and
estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as at
March 31,2026 and of the profit and loss of the Company for
the financial year then ended;

• The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance

with the provisions of the Act for safeguarding the assets of
the Company and for preventing and detecting fraud and
other irregularities;

• The Directors have prepared the annual financial statements
on a going concern basis;

• The Directors have laid down internal financial controls to
be followed by the Company and that such internal financial
controls are adequate and were operating effectively during
the year;

• The Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws, and that
such systems were adequate and operating effectively.

The Directors further confirm that the Company has complied with
the applicable mandatory Secretarial Standards, namely SS 1:
Secretarial Standard on Meetings of the Board of Directors and
SS 2: Secretarial Standard on General Meetings, issued by the
Institute of Company Secretaries of India.

Key Managerial Personnels

The following image provides details of the Key Management
Personnel of the Company in terms of the provisions of the Act,
which remained unchanged during the year under review.

Statutory Auditors

S. R. Batliboi & Associates LLP, Chartered Accountants, Gurugram
(Firm Registration Number: 101049W / E300004) were appointed
as the Statutory Auditors of the Company for a second term of five
consecutive years at the AGM held on July 29, 2022. The Statutory
Auditors continue to be eligible and qualified to hold office in
accordance with the provisions of the Act.

The Auditors’ Reports on the standalone and consolidated
financial statements of the Company for FY26 do not contain any
qualification, reservation, adverse remark or disclaimer. The notes
to the financial statements referred to in the Auditors’ Reports are
self-explanatory and do not call for any further comments.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read
with Regulation 24A of the Listing Regulations, the Board of
Directors at its meeting held on May 14, 2025, had approved the
appointment of M/s. PI & Associates (Firm Registration Number
P2014UP035400) as the Secretarial Auditors of the Company
for a term of five consecutive financial years, commencing from
April 1, 2025 and concluding on March 31, 2030. The said
appointment was approved by the Members at the AGM held on
September 24, 2025.

The Secretarial Audit Report for FY26 is annexed as “Annexure
B” and forms an integral part of this Report. The said report does
not contain any qualification, reservation, adverse remark or
disclaimer.

The Company did not have any material unlisted Indian subsidiary
during FY26 in terms of the Listing Regulations. Accordingly, the
provisions of Regulation24A of the Listing Regulations relating to
secretarial audit of such subsidiaries were not applicable to the
Company for the year under review.

The Secretarial Auditors continue to be eligible and qualified to
hold office in accordance with the provisions of the Act and the
Listing Regulations.

Cost Auditors

The Company has maintained cost accounts and records in
accordance with the provisions of Section 148 of the Act.

Pursuant to the provisions of Section 148 of the Act read with
the Companies (Cost Records and Audit) Rules, 2014, the Board
of Directors had appointed M/s. Ramanath Iyer and Co., Cost
Accountants (Firm Registration Number: 000019), as the Cost
Auditors of the Company for conducting the audit of the cost
records of the Company’s products and services for FY26. The
remuneration payable to the Cost Auditors is subject to ratification
by the Members at the ensuing AGM.

The due date for filing the Cost Audit Report of the Company for
the financial year ended March 31,2025 was September 30, 2025.
The Cost Audit Report was filed on September 2, 2025 which did
not contain any qualification, reservation or adverse remark.

Reporting of Frauds by Auditors

During FY26, the Statutory Auditors, Secretarial Auditors and
Cost Auditors have not reported any instance of fraud committed
against the Company by its officers or employees, as specified
under the provisions of Section 143(12) of the Act.

Accordingly, no disclosure is required under Section 134(3)(ca) of
the Act.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report, pursuant to
Regulation 34(2)(e) read with Part B of Schedule V of the Listing
Regulations, is presented as a separate section and forms an
integral part of this Report.

Business Responsibility Sustainability Report

We are pleased to present the Business Responsibility and
Sustainability Report (“BRSR”) of the Company for FY26. The
Report has been prepared in accordance with the framework and
format prescribed under the Listing Regulations, and forms an
integral part of this Report.

The BRSR has been developed in alignment with the nine
principles of the National Guidelines on Responsible Business
Conduct (NGRBC) issued by the Ministry of Corporate Affairs,
Government of India, and reflects the Company’s continued
commitment to responsible business conduct and transparent
disclosure of its environmental, social and governance (“ESG”)
practices. During the year, the Company further strengthened its
reporting framework, systems, and internal processes to ensure
accurate and consistent BRSR disclosures. We published our first
Sustainability Report for FY25, showcasing our commitment and
dedication towards environmental actions, social and corporate
responsibility, to responsible growth and long-term value creation.
This report highlights our strategic vision, mission, the initiatives
we have taken and the progress we have made in advancing our
sustainability objectives. The said sustainability report is available
on the Company’s website.

The Company firmly believes that sustainable and inclusive growth
is anchored in strong environmental and social responsibility,
supported by robust governance practices. The BRSR highlights
the Company’s ongoing efforts to embed a balanced and
integrated approach to ESG principles across its operations,
reaffirming its commitment to transparency, accountability and
proactive engagement with stakeholders. We have voluntary
undertaken reasonable assurance of the BRSR Core and obtained
Assurance Report from Intertek India Private Limited.

Corporate Governance Report

Your Company continues to comply with the Corporate
Governance requirements prescribed by the Listing Regulations
and remains firmly committed to maintaining the highest standards
of Corporate Governance.

The Company has complied with all the mandatory Corporate
Governance requirements as stipulated under the Listing
Regulations and the Corporate Governance Report is presented
as a separate section and forms an integral part of this Report. A
Certificate from the Secretarial Auditors, confirming compliance
with the conditions of Corporate Governance as specified under
Part E of Schedule V of the Listing Regulations, is also annexed to
the said Corporate Governance Report.

Corporate Social Responsibility

Pursuant to the provisions of Section 135 of the Act read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014,

the Company has constituted a Corporate Social Responsibility
(“CSR”) Committee. The composition and other details of the CSR
Committee are provided in the Corporate Governance Report,
which forms part of this Report. The CSR Policy of the Company
is available on the Company’s website at:https://info.niit.com/
hubfs/section46-of-the-lodr/code-of-conduct-policies/CSR%20
Policy.pdf

During FY26, the Company incurred an aggregate expenditure
of Rs. 21.75 million towards CSR activities in the education
sector (for awarding scholarships to meritorious students at NIIT
University and for education research methodology development).
The Annual Report on CSR activities, prepared in the prescribed
format and approved by the CSR Committee at its meeting held on
May 11,2026, is annexed as “Annexure C” and forms an integral
part this Report.

The Company’s CSR initiatives during the year were enriched
by the continued active and enthusiastic participation of its
employees. Through initiatives such as “Gift a Smile”, essential
items were donated to underserved communities, spreading joy
and support. The “Gift of Technology” initiative continued during
the period under review and helped bridge the digital divide by
providing laptops and desktop computers, through partner NGOs,
to support education and digital connectivity. We continued with
our global commitment, and partnered with an NGO in the USA to
support its holiday donation drive, bringing warmth and cheer to
families with hospitalized children. Details of other CSR activities
undertaken by the Company during the year are provided in the
BRSR. Together, these initiatives reflect our belief that meaningful
change begins with compassion and underscore our dedication
to making a positive difference in communities— both locally and
globally.

Related Party Transactions

The Board of the Company, on the recommendation of the Audit
Committee, has adopted a Related Party Transactions Policy for
the purpose of identifying, reviewing, and approving transactions
between the Company and its related parties, in compliance with
the applicable provisions of the Listing Regulations and the Act,
and the Rules framed thereunder.

All related party transactions entered into during the year were
undertaken in the ordinary course of business and on an arm’s
length basis. The Company did not enter into any material related
party transactions with its Promoters, Directors, Key Managerial
Personnel, or other related parties that could have resulted in a
potential conflict with the interests of the Company at large. All
such transactions were duly reviewed and approved by the Audit
Committee and were also placed before the Board, in line with
good corporate governance practices.

A statement of related party transactions was placed before the
Audit Committee on a quarterly basis for its review. Prior and/or
omnibus approvals were obtained wherever applicable, clearly
specifying the nature, value, and terms and conditions of the
transactions.

None of the related party transactions entered into by the Company
during the year attracted the provisions of Section 188(1) of the
Act. The disclosure of related party transactions as required under
Section 134(3)(h) of the Act read with Rule 8 of the Companies
(Accounts) Rules, 2014, in the prescribed Form AOC-2 is annexed
as “Annexure D” and forms an integral part this Report.

Internal Financial Controls

The Company has established and continues to maintain a
robust, process driven framework for internal financial controls in
accordance with the requirements of Section 134(5)(e) of the Act.
These controls are designed to ensure the orderly and efficient
conduct of business, including adherence to Company policies,
safeguarding of assets, prevention and detection of frauds and
errors, accuracy and completeness of accounting records, and
timely preparation of reliable financial information.

The controls comprise entity level and process level controls,
including appropriate policies, standard operating procedures,
authorization mechanisms, and monitoring processes. The
Company periodically assesses the design and operating
effectiveness of these controls and undertakes necessary
improvements, wherever required.

A detailed description of the internal financial control system
and its adequacy forms part of the Management Discussion and
Analysis Report. Based on the framework and evaluation carried
out, the Board is of the opinion that the Company has adequate
internal financial controls commensurate with the size, nature, and
complexity of its operations, and that such controls were operating
effectively during the year under review.

The Company’s risk management framework, which is aligned with
its internal control environment, is also detailed in the Management
Discussion and Analysis Report.

Vigil Mechanism

In accordance with the provisions of Sections 177(9) and 177(10)
of the Act, read with Regulation 22 of the Listing Regulations,
the Company has established a Vigil Mechanism/Whistle Blower
Policy for its Directors and employees to report genuine concerns,
unethical behavior, or suspected violations of the Company’s
Code of Conduct or applicable laws.

The vigil mechanism provides for adequate safeguards against
victimization of persons who use the mechanism and ensures direct
access to the Chairman of the Audit Committee in appropriate
cases. The Board confirms that no individual was denied access
to the Audit Committee under this mechanism during the year.

Details of the Vigil Mechanism, including the manner of reporting
and protection measures, are provided in the Corporate
Governance Report.

Statutory Committees

The Board has constituted the following committees in compliance
with the applicable provisions of the Act and the Listing
Regulations, to ensure focused oversight, effective governance
and independent decision making:

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholders’ Relationship Committee

• Risk Management Committee

The composition, roles, responsibilities, and meetings of these
Committees are detailed in the Corporate Governance Report,
which forms an integral part of this Report.

Statutory Policies/Codes

The Company has, inter-alias, adopted the following policies and
codes in accordance with the applicable provisions of the Act and
Listing Regulations:

• Policy on Determination of Material Subsidiaries

• Policy on Determination of Material/Price Sensitive Information

• Policy on Related Party Transactions

• Nomination and Remuneration Policy

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

• Code of Practices and Procedures for Fair Disclosure of UPSI

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

• Archival Policy

• Whistle Blower Policy

• Code of Conduct

• Corporate Social Responsibility Policy

• Dividend Distribution Policy

Prevention of Sexual Harassment and Maternity Benefit

The Company is committed to providing a safe, respectful,
inclusive, and equitable workplace that promotes diversity, equal
opportunity, and the dignity of all employees. The Company
maintains a zero-tolerance approach towards any form of sexual
harassment, discrimination, or inappropriate conduct in the
workplace and remains committed to fostering a gender-inclusive
work environment that supports the health, well-being, and
professional growth of its employees.

The Company has implemented a Policy on Prevention of Sexual
Harassment at Workplace in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 (“POSH Act”) and the Rules framed
thereunder. The policy aims to provide a work environment free from
sexual harassment. An Internal Complaints Committee (“ICC”) has
been duly constituted in compliance with the POSH Act to address
complaints, if any, in a prompt, fair, time-bound, and confidential
manner. The Company continues to conduct periodic awareness
and sensitization programmes to promote understanding of the
policy and ensure compliance with applicable legal requirements.
The Company has complied with all applicable provisions of the
POSH Act. The details of the constitution of the ICC are disclosed
in the Corporate Governance Report forming part of this Report.

No complaint of sexual harassment was received under the POSH
Act during FY26, and no complaint was pending at the beginning
or end of the financial year.

The Company has also complied with all applicable provisions of
the Maternity Benefit Act, 1961, as amended from time to time, and
has provided eligible employees with the benefits and entitlements
prescribed under the Act.

Nomination and Remuneration Policy

The Board of Directors, based on the recommendation of the
Nomination and Remuneration Committee, has adopted a
Nomination and Remuneration Policy in accordance with the
provisions of the Act and the Listing Regulations. The salient
features of the policy are set out in the Corporate Governance
Report forming part of this Report.

Dividend Distribution Policy

Pursuant to the provisions of Regulation 43A of the Listing
Regulations, the Company has a Dividend Distribution Policy.
The policy is enclosed as “Annexure E” to this Report and is also
available on the Company’s website at:https://info.niit.com/hubfs/
section46-of-the-lodr/code-of-conduct-policies/Dividend%20
Distribution%20Policy.pdf

Information relating to Conservation of Energy, Technology

Absorption, Research and Development, Foreign Exchange

Earnings and Outgo:

a) Conservation of Energy

Although the operations of the Company are not energy¬
intensive, the management remains conscious of the
importance of energy conservation at all operational levels,
and efforts are being made in this direction on a continuous
basis. Adequate measures have been implemented to reduce
energy consumption, whenever possible, through the use
of energy-efficient equipment. The actions taken by the
Company are included in BRSR. The disclosure of particulars
with respect to conservation of energy, as prescribed in
Section 134(3) of the Act read with the Companies (Accounts)
Rules, 2014, is not applicable to the Company and hence not
provided.

b) Technology Absorption

To sustain our leadership in innovation, we have established
strategic partnerships with leading global organizations in the
Information Technology sector. These collaborations enable
us to harness the power of artificial intelligence (AI) and
deploy it where it delivers meaningful value and impact. We
firmly believe that AI will fundamentally transform the learning
industry—it is not a passing trend, but a paradigm shift that
will reshape the entire learning and development landscape.

Our focus is on leveraging AI to design and deliver world-
class learning solutions, while also partnering with our clients
to build future-ready organizations. We support them in
adopting forward-looking strategies that integrate AI into their
operating models, enabling them to remain competitive and
agile in a rapidly evolving environment.

Technology continues to drive transformative outcomes
across critical areas, including marketing and customer
acquisition, virtual and online learning delivery, and mobile-
enabled learning engagement. These advancements allow us
to create immersive, hyper-personalized learning experiences
and simulations grounded in scientifically validated

instructional design methodologies, significantly enhancing
learning effectiveness and outcomes.

In addition, technology plays a central role in ensuring a safe
and efficient workplace—both onsite and remote. We have
implemented an integrated productivity ecosystem, including
a unified collaboration platform, to enable seamless execution
and management of work. Robust security measures, such as
multi-factor authentication, data loss prevention tools are in
place to safeguard systems and data. Furthermore, Security
Event and Incident Management (SEIM) systems have been
deployed to enhance threat detection capabilities and ensure
rapid, effective incident response.

c) Research and Development

Your Company places a strong emphasis on innovation,
consistently investing in research and development to unlock
new opportunities, anticipate emerging challenges, and
proactively address future complexities. Through continuous
exploration and advancement, we strengthen our ability to
navigate evolving business landscapes and capitalize on
growth opportunities.

We ensure sustained and appropriate investment to support
our innovation agenda. Over time, we have significantly
enhanced our capability to design and deploy modular
digital solutions that can be rapidly implemented, delivering
immediate and measurable value to our clients while
accelerating overall delivery timelines.

Our digital ecosystem has evolved to incorporate generative
AI, enabling the creation of learning experiences that were
previously unattainable. These advancements allow us to
deliver highly engaging, adaptive, and scalable solutions that
redefine the boundaries of learning and development.

Despite the scale and complexity of our operations, we have
maintained a disciplined approach to cost management.
As a result, our innovation-driven initiatives over the past
fiscal year have been delivered with relatively modest costs,
ensuring both efficiency and sustainability.

d) Foreign Exchange Earnings and Outgo

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

The Company exports customized learning content
and other services to its overseas clients to meet their
varying learning needs. The Company develops content
in a range of subjects for a widely varied audience. The
Company will continue to strengthen its presence in the
USA, Europe, Africa, China, South East Asia, etc., with a
view to increase exports.

(ii) Expenditure and Earnings in Foreign Currency

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

Particulars of Loans, Guarantees, or Investments

Particulars of loans, guarantees, and investments, if any, made by
the Company during the year and covered under the provisions of
Section 186 of the Act, are disclosed in the Notes to the Financial
Statements forming part of this Annual Report.

Annual Return

Pursuant to the provisions of Section 134(3) read with Section
92(3) of the Act, the Annual Return of the Company is available on
the Company’s website at:https://www.niit.com/regulation46-of-
the-lodr/Annual-Returns.html

General

The Directors state that no disclosure or reporting is required in
respect of the following matters, as there were no transactions or
events pertaining thereto during the year under review:

• Issue of equity shares with differential rights as to dividend,
voting, or otherwise.

• Issue of shares (including sweat equity shares) to employees
of the Company under any scheme, except under the
Employees’ Stock Option Plan referred to elsewhere in this
Report.

• Any scheme or provision of money for the purchase of the
Company’s own shares by employees or by trustees for the
benefit of employees.

• Managing or Whole-time Director of the Company, in
receipt of commission from the Company and receiving any
remuneration or commission from any subsidiary Company.

• Significant or material orders passed by any Regulators,
Courts, or Tribunals impacting the going concern status of the
Company or its future operations, including any applications
or proceedings under the Insolvency and Bankruptcy Code,
2016.

• Buyback of shares.

• Acceptance of public deposits under the provisions of Section
73 of the Act and the Companies (Acceptance of Deposits)
Rules, 2014.

Remuneration of the Directors / Key Managerial Personnel/
Employees

Disclosure relating to the remuneration of Directors, Key Managerial
Personnel, and employees, as required under the provisions of
Section 197(12) of the Act read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014, is provided in “Annexure F” and forms an integral part this
Report.

Human Resources

The Company’s employees (“NIITians”) continue to be a key driver
of its performance and longterm success. The Company fosters a
positive, inclusive, and enabling work environment that encourages
innovation, upholds meritocracy, and supports continuous learning
and development across all levels of the organization.

A comprehensive overview of the Company’s human resource
practices, policies, and initiatives is included in the Management
Discussion and Analysis forming part of this Report. Employee
relations during the year under review remained harmonious,
constructive, and cordial across all operating locations.

Employee Stock Options

The Company considers equity based compensation as a key
element of its total rewards framework, aimed at aligning the
interests of employees with the long term growth and value
creation objectives of the Company and its stakeholders.

During the financial year ended March 31, 2026, the Company
granted 1,691,667 stock options at the applicable market price
on the date of grant under the NLSL Employee Stock Option Plan
2024, approved in accordance with applicable laws.

The grantwise details and other required disclosures relating to
the employee stock option plans are partly disclosed in the Notes
to the Financial Statements. A comprehensive disclosure, as
required under the applicable SEBI regulations, is available on the
Company’s website at www.niitmts.com and forms an integral part
of this Report. The said information is also available for inspection
by members upon request.

The Company has received a certificate from M/s. PI & Associates,
Company Secretaries in Practice, confirming that the aforesaid
employee stock option plans have been implemented in
compliance with the applicable provisions of the SEBI regulations.
The said certificate shall be placed before the members at the
ensuing AGM for inspection.

Acknowledgement

During the financial year 2025-26, the Company remained focused
on disciplined execution, strengthening its strategic priorities, and
enhancing operational effectiveness. The Company demonstrated
resilience and agility in responding to evolving circumstances,
while maintaining a steadfast focus on long-term value creation
and operational excellence.

The Board of Directors wishes to place on record its sincere
appreciation to the Company’s customers, business partners,
suppliers, financial institutions, government authorities, and
regulatory bodies for their continued confidence, cooperation, and
support throughout the year.

The Board also acknowledges with gratitude the dedication,
professionalism, and collective efforts of the Company’s
employees. Their resilience, adaptability, and commitment played
a pivotal role in supporting the Company’s progress and reinforcing
its long term aspirations.

The Board expresses its deep appreciation to the shareholders for
their trust, continued confidence, and unwavering support.

As the Company looks ahead, the Board remains firmly focused
on strengthening governance, fostering resilience, and creating
sustainable longterm value for all stakeholders.

By Order of the Board
For NIIT Learning Systems Limited

Rajendra S Pawar

Place: Gurugram Chairman

Date: May 12, 2026 DIN: 00042516