CHAIRMAN’S MESSAGE 2-5 CORPORATE INFORMATION 6-7 NIIT AT A GLANCE 8-13 FINANCIAL HISTORY 14 NOTICE 15-25 BOARD’S REPORT 26-53 MANAGEMENT DISCUSSION AND ANALYSIS 54-68 CORPORATE GOVERNANCE REPORT 69-85 FINANCIAL STATEMENT OF NIIT LIMITED 86-133 CONSOLIDATED FINANCIAL STATEMENT OF 134-187 NIIT LIMITED (GROUP) INVESTORS’ FEEDBACK FORM 191-192 PROXY FORM 193-194 ATTENDANCE SHEET 195 ROUTE MAP OF ANNUAL GENERAL MEETING VENUE 196 Gurugram 122 001, India Alankit Heights 3E/7, Jhandewalan Extn. New Delhi 110 055, India Phone: +91 11 2354 1960, 4254 1234 Fax: +91 11 2355 2001 Independent Director Independent Director Independent Director Independent Director - FINANCIAL HISTORY Revenue (Rs. Mn) EBITDA (Rs. Mn) 10,069 842 9,574 9,102 746 8,452 8,505 712 674 442 ** FY'15 FY'16 FY'17* FY'18* FY'19* FY'15 FY'16 FY'17* FY'18* FY'19* EBIT (Rs. Mn) PAT (Rs. Mn) 864 482 672 625 345 220 218 409 (179)** (22)** FY'15 FY'16 FY'17* FY'18* FY'19* FY'15 FY'16 FY'17* FY'18* FY'19* DSO Days Net Debt (Rs. Mn) 91 83 1,001 74 71 66 678 570 419 401 FY'15 FY'16 FY'17* FY'18* FY'19* FY'15 FY'16 FY'17* FY'18* FY'19* * FY’17 to FY’19 numbers are as per Ind AS, till FY’16 numbers are as per IGAAP **EBIDTA, EBIT and PAT for FY’15 excludes Business transformation expenses. 14 NOTICE NOTICE is hereby given that the 36th Annual General Meeting Disclosure Requirements) Regulations 2015 (“Listing (AGM) of the Members of NIIT Limited (the Company) will be Regulations”), Mr. Anand Sudarshan (DIN: 00827862) held on Tuesday, 13th day of August 2019, at 9.00 a.m. at The be and is hereby re-appointed as an Independent Director Ocean Pearl Retreat, Chattarpur Mandir Road, Satbari, New of the Company to hold office for a second term of Delhi – 110 074, to transact the following business: five consecutive years with effect from April 1, 2019 to ORDINARY BUSINESS March 31, 2024, not liable to retire by rotation.” 1. To receive, consider and adopt: RESOLVED FURTHER THAT the Board of Directors of the a) the audited standalone financial statement of the Company (including any committee/ official authorized by Company for the financial year ended March 31, the Board of Directors for this purpose) be and is hereby 2019 together with the reports of the Board of authorized to do all such acts, deeds, matters and things Directors and Auditors thereon; and as may be considered necessary, proper or expedient in b) the audited consolidated financial statement of the order to give effect to the above resolution and for matters Company for the financial year ended March 31, connected therewith or incidental thereto.” 2019 together with the report of the Auditors thereon. 6. To re-appoint Ms. Geeta Mathur as an Independent Director 2. To declare dividend on Equity Shares of the Company for of the Company and in this regard to consider and if thought the financial year ended March 31, 2019. fit, to pass with or without modification(s), the following resolution as a Special Resolution: 3. To appoint Mr. Rajendra Singh Pawar (DIN : 00042516) as a director, who retires by rotation and being eligible, “RESOLVED THAT pursuant to Section 149, 152 and offers himself for re-appointment. any other applicable provisions of the Companies Act, SPECIAL BUSINESS 2013 (“the Act”) and the Rules made thereunder, read with Schedule IV to the Act (including any statutory 4. To ratify the remuneration of cost auditor for the financial modification(s) or re-enactment thereof for the time being year 2018-19 and in this regard to consider and if thought in force) and applicable regulations of the Securities fit, to pass with or without modification(s), the following and Exchange Board of India (Listing Obligations and resolution as an Ordinary Resolution: Disclosure Requirements) Regulations, 2015 (“Listing “RESOLVED THAT pursuant to the provisions of Section Regulations”), Ms. Geeta Mathur (DIN: 02139552) be 148 and other applicable provisions of the Companies and is hereby re-appointed as an Independent Director Act, 2013 read with the Companies (Audit and Auditors) of the Company to hold office for a second term of five Rules, 2014 (including any statutory modification(s) or consecutive years with effect from April 1, 2019 to March re-enactment(s) thereof for the time being in force), the 31, 2024, not liable to retire by rotation.” remuneration of Rs.327,699/- (excluding taxes and RESOLVED FURTHER THAT reimbursement of out of pocket expenses, if any) payable the Board of Directors of the to Ramanath Iyer & Co., Cost Accountants, appointed as Company (including any committee/ official authorized by cost auditor by the Board of Directors of the Company, to the Board of Directors for this purpose) be and is hereby conduct the audit of cost records of the Company for the authorized to do all such acts, deeds, matters and things financial year 2018-19, be and is hereby ratified. as may be considered necessary, proper or expedient in order to give effect to the above resolution and for matters RESOLVED FURTHER THAT the Board of Directors of the connected therewith or incidental thereto.” Company (including any committee/ official authorized by the Board of Directors for this purpose) be and is hereby 7. To appoint Mr. Ravinder Singh as an Independent Director authorized to do all such acts, deeds, matters and things of the Company and in this regard to consider and if thought as may be considered necessary, proper or expedient in fit, to pass with or without modification(s), the following order to give effect to the above resolution and for matters resolution as an Ordinary Resolution: connected therewith or incidental thereto.” “RESOLVED THAT pursuant to Section 149, 150, 152 5. To re-appoint Mr. Anand Sudarshan as an Independent and any other applicable provisions of the Companies Director of the Company and in this regard to consider Act, 2013 (“the Act”) and the Rules made thereunder, and if thought fit, to pass with or without modification(s), the read with Schedule IV to the Act, (including any statutory following resolution as a Special Resolution: modification(s) or re-enactment thereof for the time being “RESOLVED THAT pursuant to Section 149, 152 and in force) and applicable regulations of the Securities any other applicable provisions of the Companies Act, and Exchange Board of India (Listing Obligations and 2013 (“the Act”) and the Rules made thereunder, read Disclosure Requirements) Regulations, 2015 (“Listing with Schedule IV to the Act (including any statutory Regulations”), Mr. Ravinder Singh (DIN: 08398231), who modification(s) or re-enactment thereof for the time being was appointed as an Additional Director of the Company in force) and applicable regulations of the Securities by the Board of Directors w.e.f. March 29, 2019 and who and Exchange Board of India (Listing Obligations and holds office until the date of ensuing Annual General 15 NOTICE (Contd.) Meeting in terms of Section 161 of the Companies Act Articles of Association of the Company, approval of the 2013, be and is hereby appointed as an Independent members of the Company be and is hereby accorded Director of the Company to hold office for a term of five for payment of remuneration and benefits (in addition consecutive years with effect from March 29, 2019 to to the remuneration as applicable to the other Non- March 28, 2024, not liable to retire by rotation.” Executive Directors of the Company viz. sitting fee and/or RESOLVED FURTHER THAT the Board of Directors of the commission) to Mr. Rajendra S Pawar (DIN 00042516), Company (including any committee/ official authorized by Non-executive Director & Chairman of the Company, for the Board of Directors for this purpose) be and is hereby the period June 1, 2019 to May 31, 2020, as set out in authorized to do all such acts, deeds, matters and things the explanatory statement annexed herewith. as may be considered necessary, proper or expedient in RESOLVED FURTHER THAT the Board of Directors of order to give effect to the above resolution and for matters the Company (including any committee or official connected therewith or incidental thereto.” authorized by the Board of Directors for this purpose) 8. To appoint Mr. Ashish Kashyap as an Independent Director be and is hereby authorised to decide the manner of of the Company and in this regard to consider and if thought payment of remuneration and other benefits and to fit, to pass with or without modification(s), the following do all such acts, deeds, matters and to take all such resolution as an Ordinary Resolution: steps as may be required in this connection including “RESOLVED THAT pursuant to Section 149, 150, 152 seeking all necessary approvals to give effect to this and any other applicable provisions of the Companies resolution and to settle any questions, difficulties or Act, 2013 (“the Act”) and the Rules made thereunder, doubts that may arise in this regard.” read with Schedule IV to the Act, (including any statutory By Order of the Board modification(s) or re-enactment thereof for the time being in force) and applicable regulations of the Securities For NIIT Limited and Exchange Board of India (Listing Obligations and Deepak Bansal Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Mr. Ashish Kashyap (DIN: 00677965), Place: Gurugram Company Secretary who was appointed as an Additional Director of the Date: June 10, 2019 Membership No. ACS 11579 Company by the Board of Directors w.e.f.