NIIT NUT Limited 8$, Sector 32 insruutiooa.l O�aOn 122 00 I, India Tet+9l (124) 4mooG Fax:-91 (124) 4293333 Email: itdo@nilLcom

Reg,.,<ered Office a. SalaJi Estaie. First Floer Guru �V\ DM 'Marg, Xalkap Now Delhi 110019 lnd>a ClN L74899DLl98lPLCOl5a65

February 5, 2020

The Manager BSE Limited Corporate Relationship Department, 1" Floor, New Trading Ring, Rotunda Building Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001

The Manager National Stock Exchange of India Ltd Listing Department Exchange Plaza 5'" Floor, Plot no C/1, G Block Sandra Kurla Complex Sandra (E),Mumbai - 400 051

Subject: Submission of Unaudited Flnanclal Results for the quarter and nine months ended December 31, 2019

Scrip Code : BSE - 500304; NSE - NIITLTO

Dear Sir,

This Is to bring to your kind attention that the Board of Directors of the Company in its meeting held on February 5, 2020 (which commenced at 10:30 A.M. and concluded at 1 :30 P.M.) has, inter-alia, approved both Consolidated and Standalone Unaudited Financial Results of the Company for the quarter and nine months ended December 31, 2019 ("Results") along with Limited Review Report of the Statutory Auditors. A copy of the said Results along with Limited Review Report is enclosed herewith, for your information and records.

You are requested to take note of the same and inform your members accordingly.

Kindly acknowledge the receipt.

Thanking you.

Yours truly,

Encls: a/a

S.R. BATL/80/ & ASSOCIATES LLP Chartered Accountants

2nd & 3rd Floor Golf View Corporate Tower - B Sector - 42, Sector Road Gurugram - 122 002, Haryana, India Tel : +91 124 681 6000

Independent Auditor's Review Report on the Quarterly and Year to Date Unaudited Consolidated Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended

Review Report to The Board of Directors NIIT Limited

1. We have reviewed the accompanying Statement of Unaudited Consolidated Financial Results of NIIT Limited (the "Holding Company") and its subsidiaries (the Holding Company and its subsidiaries together referred to as "the Group") for the quarter ended December 31, 2019 and year to date from April 01, 2019 to December 31, 2019 (the "Statement") attached herewith, being submitted by the Holding Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "Listing Regulations").

2. This Statement, which is the responsibility of the Holding Company's Management and approved by the Holding Company's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, (Ind AS 34) "Interim Financial Reporting" prescribed under Section 133 of the Companies Act, 2013 as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India. Our responsibility is to express a conclusion on the Statement based on our review.

3. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We also performed procedures in accordance with the Circular No. CIR/CFD/CMDl/44/2019 dated March 29, 2019 issued by the Securities and Exchange Board of India under Regulation 33(8) of the Listing Regulations, to the extent applicable.

4. The Statement includes the results of the entities listed in annexure A.

5. Based on our review conducted and procedures performed as stated in paragraph 3 above and based on the consideration of the review reports of other auditors referred to in paragraph 6, nothing has come to our attention that causes us to believe that the accompanying Statement. prepared in accordance with recognition and measurement principles laid down in the aforesaid Indian Accounting Standards ('Ind AS') specified under Section 133 of the Companies Act, 2013, as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement.

S.R. Batliboi & Associates LLP, a Limited Llabihty Partnership with LLP Identity No. AAB-4295 Regel Office: 22, Camac Street, Block '8', 3rd Floor, Kolkata-700 016

S.R. BATLIBOI & ASSOCIATES LLP Chartered Accountants

6. The accompanying Statement includes unaudited financial results and other unaudited financial information of 16 subsidiaries, whose financial results reflect Group's share of total revenues of Rs 693 million and Rs. 1,76 7 millions, Group's share of total net profit after tax of Rs. 178 millions and Rs. 378 millions, Group's share of total comprehensive income of Rs. 178 millions and Rs. 378 millions, for the quarter ended December 31, 2019 and for the period from April 1, 2019 to December 31, 2019, respectively, as considered in the Statement. which have been reviewed by their respective independent auditors. The independent auditor's reports on financial results of these entities have been furnished to us by the Management and our conclusion on the Statement, in so far as it relates to the amounts and disclosures in respect of these subsidiaries is based solely on the report of such auditors and procedures performed by us as stated in paragraph 3 above.

7. The accompanying Statement of unaudited consolidated financial results includes unaudited financial results and other unaudited financial information in respect of 3 subsidiaries, which have not been reviewed by their auditors, whose financial results reflect Group's share of total revenues of Rs. 7 million and Rs. 38 million, Group's share of total net loss after tax of Rs. 1 million and Rs. 8 million, Group's share of total comprehensive loss of Rs. 1 million and Rs. 8 million, for the quarter ended December 31, 2019 and for the period from April 1, 2019 to December 31, 2019, respectively, as considered in the Statement. These unaudited financial results and other unaudited financial information have been approved and furnished to us by the Management and our conclusion on the Statement, in so far as it relates to the affairs of these subsidiaries, is based solely on such unaudited financial results and other unaudited financial information. According to the information and explanations given to us by the Management. these financial results are not material to the Group.

Our conclusion on the Statement in respect of matters stated in para 6 above, is not modified with respect to our reliance on the work done and the reports of the other auditors.

For S.R. BATLIBOI & ASSOCIATES LLP Chartered Accountants ICAI Firm registration number: 101049W/E300004

per Sanjay Bachchani Partner Membership No.: 400419 UDIN: 20400419AAAAAF1484 Place: Gurugram Date: February 05, 2020

S.R. BATL/801 s ASSOCIATES LLP Chartered Accountants

Annexure A

List of Entities included in unaudited consolidated financial results for the quarter and year-to-date ended December 31, 2019:

1. NIIT Limited

Subsidiaries 2. MindChampion Learning Systems Limited 3. NIIT Institute of Finance Banking and Insurance Training Limited 4. NIIT Yuva Jyoti Limited 5. NIIT Institute of Process Excellence Limited 6. NIIT (USA) Inc, USA 7. NIIT Limited, UK 8. NIIT Malaysia Sdn. Bhd, Malaysia 9. NIIT West Africa Limited 10. NIIT GC Limited, Mauritius 11. NIIT (Ireland) Limited 12. NIIT Learning Solutions (Canada) Limited 13. Eagle international Institute Inc. USA 14. Eagle Training Spain, S.L.U (subsidiary of entity at serial no. 13) 15. PT NIIT Indonesia, Indonesia (under liquidation) 16. NIIT China (Shanghai) Limited, Shanghai 17. NIIT Wuxi Service Outsourcing Training School, China (Memorandum of Understanding was

executed to sell on April 1, 2017) 18. Wuxi NIIT Information Technology Consulting Limited, China (agreement to sell entered on

March 31, 2018) 19. Su Zhou NIIT Information Technology Consulting Limited, China (subsidiary of entity at serial

no. 18) 20. Changzhou NIIT Information Technology Consulting Limited (subsidiary of entity at serial no.

18) 21. Zhangjiagang NIIT Information Services Limited, China (Closed on July 19, 2019) 22. Chengmai NIIT Information Technology Company Limited, China 23. Chongqing An Dao Education Consulting Limited, China 24. Chongqing NIIT Education Consulting Limited, China 25. NingXia NIIT Education Technology Company Limited, China 26. Guizhou NIIT Information Technology Consulting Co., Limited, China 27. NIIT (Guizhou) Education Technology Co., Limited, China

. . ----·-·---·-- .. ········-1 Y.,.rto date fi•urcs -- ----· Precedinz -' months Correspondrng 3 '\ ear to date figur� for revious ;rio<l Previous year

months ended I for thr current perlod P .

P enrtert OtcemberJ:1�2018 ended December JI. endert ended

September xe, Z019 j 2019 I UttrmhcrJl,2018 \!arch :11. Z019

Un-audited en-audited i Co-audited .,. Ln-audited i Audited (Jl (4) (SL__+----- (6l (7) ---

j 2.365 JS 2,255 Vi 6.921 10' 6J,l! ns1 9,003.37

40S 24 16.14 (}jJ 61 4U.12i 70.45 .!.77.'.\.62 2.?71.29 7.85!.'71 6.671 .. lO' 9.07.l.82

2->.77 44.83 137 30 ! l 16.o4j �1127

11.37) t0.651 (1.15) 7 �<Ji 126.51) 1,199(13 l,U5.0c. .i61StV .\ . .14� 14! i;,451 .iu

427.76 376.02 1.154.7� f.100.4!1 1,558.67 54.07 48.85 !:>9.16 l4?.6t1l 1%.26

137.04 94.77 H!.50 '."1.34! 359.21 464.90 537.75 1..123.l(, 1.46'1.76! 2.017.90

2.311.80 2.23659 6.llJl.75 6.470.X.tl 8 767JIS

461.82 34.70 1,040.96 Z00.461 )(15_94 I

LL!7 .12.97S.2'! !0.42j II 15 235.05 700 JO! 94� 14

461.82 283.0Z 14.019.?5 910.981 1-263-23 I

11.742.bll 21.41 !.525.31 6031)1 SUJ 110.10 37.09 (858.151 1-1 r.nl 183.00

Z,094.33 22-t.521 l.l,352.09 709.28 991.90

··-·--·---··-···-···· [6.00) f:25.20} (86.17) (OS.57il t 119.05)

I 2.088.33 ! 99.32 13.26!-.92 6-10.7!! 871.95 2,09}.06 194.28 B,268 (A &31.71 I 86U8

14.731 5.04 ,,.n I 8.001 __ 7_ . .2]

14.30 t 15566) 21.35 73.'H 110.62 J8.89J !OS.QI (14 42) 36.64 S•l.54

SAi 147.651 6.9) 110.6? 170.16

2,0<(t7:1 151.67 l.l • .!72.�5 751-H 1.042.11

2.09SA7 14663 l:t 275..57 713..33: 1.034.54 14.73) 5.04 ____ G:.'W - soo: 7.57

I 335.7Q 334 24 283.03 .';1424! 334.71

7,996.33

I �.43 Ul �U.2' 4.10 . H9 12.4� I \I )')�! 4.17 I 5.85

I (0.041 (0.15) (052) re 41

!1 tC.711 ,0.0-11 ,0.15) (1).)2\ ____ if!�l) il;.7ij

12.44 l.i6 :•US! } ..... ) I � :2.44 1.16 ')'(J �o, ,_.,6 .

289.42

�91 l()

!l.�Sl

23.24 0.5S)

19.66

28, o,

269.76 271.H I I.68)

72.89 (6.46)

I ,270 �3 442.77 26.41

178.21 45�.67

.US.40

l,t46.92

2.475Ji4 199.6�

2.7753!

Consolidated Financial Results

l n-audited

·---, 1 ··-����onths ended

December .\I. 2019

j

NUT Limited Rt>!;c1 Oture · x, R�bJ1 Ferrte. Fir-:t Floor. Guru Ravidas Marg, K�lkaJl, rcew Ddh1-I It nt9

Ph. 91 I JI l 41&75000 Fav : t>J •II) 41-Hl7120 \\ ebsite . hrtp.swww.nm.com Corporate Identity Number: L 74 f"l)DL 19SJ PLCOI536S

Emarl : rnvestcrs.rmu.com Statement of I'nauoncd F'nanctal Results fer tile quarter and year re, date ended Dccrm r l / . .:'01 'J

Total C'UlC'll.S<'S

2jExpcnscs 1a) Purchase of stcck-m-trude b) Changes ui inventories of stock-in-trade l'} Employee benefits expense d) Professional &.. technical outsourctug expenses cl Fmuncc Costs n Depieciaticu and amortisation expenses c:) Other cxnenses

) Profit before Exceptional items. share qfrj/iOfir or nn associate and tar ll-2)

4 Exccpnonal Items (nei) 5 Share of Profit of an Associate 6 Profit berore !JU t3+4t5>

13lP,1id·Uf> e(JUit� share capital f face value of Rs. 2 each. fullv rn:ud)

9 Loss aner r:n from disconrinut'd operanuns tRefer note 10 below)

Attributable to: Owners of NOT Limited Non Ccnrrotlmu Interest

- Busic - Diluted

J;i f.arnin)!� Per Share ([PS) for Continuing Operations: 14 Reserves cxcludtnu revaluation reserves

1 I Other comprehensive income (including OC1 relating to associate) {net of t:ix) (i} Items that will 11:,t be reclassified Tc profit or Jo .. .., (ii) ht=JJL'> that will be reclassified tu rrnfit or loss Tnt:tlfi-iB

10 Profit for the period !)car (8+9) P,ofit euriburable to Owners of Nll'F Lunited Prorl: auriburable 10 Non Controlline Interest

12 Total comp rehenstve income for the period: year (1 O• J 1)

7 T�x expense 4' ,.7),. -Current Tax ..,

,___ ·Do[<'lT"d Tax _ e-·-------0� .0'��- S Profit fur the pertod /�·ear from cunHnuin� 01,erntiun.)�

7) !80.56,

Tomi Jncomc

L -Ba:,11. - Dtluted

I 17 i:::lrning� Per �h!Ht' (f:PS) for Continuin� 11nd

Dlscoutlnued Operutions: - Bas; .. · - D.l;1c<l

,��������������� 1-T- - I lrllrtlculars I I

NIIT Limited Regd Office 8. Balaji Estate, Fust Floor. Guru Ravidas M;r_g. KnlL:"aJl. Xew Ddhl-110019

Ph ·91 (ll}416750J0htx:91 l11).:.11407J]iJWd,sitt·:http://www.nitt 01r, L'crporase ldenuty , .. ,,,b,r L7489�DI ?'l>IPl.('0!5865

Luuc! mH'.Sl(•rs:a niit ... -cm

xotes ro rhe Consolidated Financial Results:- I The above results were reviewed by Audit Conuni ce a: its meenug held en February 4. 2t:21 aud approved h,: the Board of Deccrors al i:� meeting held on February 5, 202!.J

The consolidated financial results have been prepared m accordance with applicable Indian Accr-unung Standards as prescribed under section l 33 uf lhe Comp.uues s\Ct 1:0 J '\ re?.d � nh ruh.· 3 of ihe Companies {Indian Accounting Standards} Rules �(il5 mid Amended Rules. 2010. During the quarter. under the Employee Stock Op111..,n Plan �005 (ESOP.1005). 418.098 options were exercised, 2U.668 opuons lapsed .ird 4,os-;s,fJ4! opuons remamed 0u1sum.l1..,g, e, on December 31. cOl'l. E;i.c<"piivm1l 1tt"Uh m Consolidated Financial Result .... mclude the follcwing.

Previous � ear ended

'1,1,rch .ll. 2019

for pre\"ious period ended

December .JI. 2018

Year re date figures for the current period ended December 31.

!019

Cerrespondtng 3 mont ns ended

December 31, 2018

l'rcctding 3 momhs ended

September J0.2019

3 ;\fonths ended December .'ll. 2019 ' Particulars

--------------------�---------------�-----------·----------··- ·- jR'" m �hlhons) Yen tu date liguH') 1

1--------�1--------+-----------J'--------1------·····-··-··--·---·-

- ?�}?31 ------ - -- i .H. 9,

U)-;o? 15.l�, I ·----�· I -1

! I

tV99) i ... ., 1- l

-- f.L •. >)l (1213)

10.411 11.!5

( 139.03)

12.978.29 13.27 -I

-I I ·I Provision for doubtful recoverable in government projects

j Provrsron tor .amouat receivable towards sale of invesnueut 'in subsrdrarv

rOkl L:abiluic-s not r..:quircd. hence written ba�l .... -,-·-··-·�---·-------1--------+------" I }'-'- .2=--1'-l---------'-1----J-----'>.e

(C:,ne11s<l:

I Allowance for cklti">tfu! debts wntten oack on sccoum of l recoverv of old dues from Govemmeru Customer

! Income: Un-audhed -·-"t:� n-�a-"u� di"- led�-+-� U� n·�•.:u� di"' led�-+--lJ"- '"- n·.=ll.:U<"' licc tc'" ,1'---l---"L"'n'-' ·,,, 1u,,,d"' it-"' ed,,__-l-·-·'!\..ele, l�j.!£!!.__

jGain 011 disposal of investment iu a,-.:>U'l.:1-.,- ,.-- ,,- le- ,- ol+--------+--------+-------+--------4------·--- >---------- !expcns.es) 1RetCr note 8i !.i,117.3::

ITOllll IC'ompensnti('ln/ Expenses incurred upon dcuusc of· a senior Comoeu- lender while mi dutv in China

5 The Group provides Education & Traiomg Services as a singlr segment. Irs operations and performance an: viewed and evaluated by management a:'.) a srcgle un.ti c. Leanung Bu�mt""-i:s TIH:1efo1i::, tln­ business of the Group is considered as Single Segment ln the vent .-..t of Ind AS 108 - Segmcru Rcportmg.

& Pursuant to changes in Corporate Income Tax Law in India. vide The Tax Laws {Amendment Ordinance], 20JQ, the Parent Ccutoanv had decided 1�1 CX.1..4"..;be die option 11!' J'J<i!lui;: lower tax rate. Ccusequenr 1v exercise uf this option Profit atter tax. dunng the previous quarter has increased by Rs. I. i44 \1i11ion on accoum of reversal nf prnvislcn for tax anti de reased '"ry., P:� IC� \1tlhor 011 account of reversal of deferred rax assets for the penod ended September 30.2019.

7 The Group has adopted l.nd AS l l6 'Leases' using ilic modified retrospective approach from April l 2019. On adoption, the Group has rc ... �,;niscd a rtght-of-use �lSSt.-1. and \..'\n�wdmg tease h.:1h·l11: of Rs. 740.4(1 \11lhnn. Adopnon of the standant h;ic. rec.nhf"{! m rlecre;Jse of profit before lax s for r:1c qu�nter and J)('nod ended Uecember j 1. 20 l 9 by Rs tJ 02 �l111ion and Rs. 2u.5.8 :\ hlhou n!i·pectivdy.

R NilT I.imited ha(! 1 ... n1er«:! mto a Share Purr.ha 't• Agrt_'eme11t (SPA) wtth Hulst 13.V. (Purchasrn lm Apnf 6. '.1019 to rr:msfef its entl!C s!:ardiolding in 'JIT T tdmologies L11r:ite-d tor a 1.:ousclerark\n 1,,fR!). 20.204 Million. N!IT Limited has received considc-ration on �fay 17. 2019 in ae4.'.ordance with ter:ns ru1d conditwns of ngn:-emenr and shares were: transf�rred on the same dM,!

9 Duuni the quarter tt1d(;U 0L."t:embcr .H. 2019. 1ht• C'ump<1ny h..t:, conduded tile buyback of26,SOO,OOO equay shares at a price ot 1�5 pt't rquny sh.are (Buyback.") as approved earher hy tne Board of Director:, on Aurusl to. 2019. Tmal outflow of Rr. 3.'\SO MiJiion ha,; treen ui1lized frnn, the secuntu.'.'1- premmm :\i.'-<.'ount, gene:7.J rl!s�rvt- �md ret:.uned e-amIDgs, m Jin.: v.1th the requ1re1ri<.".rit under tbe Comp,:mie.s. Acl 2013. Further tax on Buybxk and Buyba,·k related expenses amountin1; w Rs. 738.ll Million and Rs. 40.48 Millic,n respc-;1ivl'ly have also �n lWl�d fwm rcr •. innt cnming�. ,'\ddlt1011<1!ly C'api1al Redemption Rcser.e of R). 5->".60 \!illi011 (equiv.tiknt to nomm2l vall.!e of the ('(JU! y sJarcs b-..,ught back) ha� bc�n �a1cd out f rtt:iine:d can1in�s. rn hu::- w-1:h the n.·1.,1:;1rcm:nl uudcr tht: Cumpa111cs �,a 2013. C'onl>C(luo!nt to the Bu�ba..:J... the paid-up equity share capital has rcdu--ed hy R�. 53.60 \ii:I�n

10 Du1 in.:; the pn:vinus quarh..':r. in li::ie w.itt: ns stared i(mg ,�nn strmegy of reducin� expOSure to luw marym, capital imcoSl\'C busitJL"SS, th� C'omj:)2.r.y had dedd�d nr,1 10 riur;;:ut ne\\ lnn1m...h m ir� v.. h\llly owned s.uhs1diary J\llT Yu"n Jyoti Limited(' ?\'YJi ·) an<t d,sc:ontmue- opcr.1t1ons p"SI cDmpkl1on of 1..·ontmum� comrmtments. t'onscqu¢tlt to this dec.·is1011, the net r��ult �u.· re-.1:nu(.· le�:; e�µensr·i,} of opt•r,1t1on� of dus entuy has been disclosed sep.1r-'1dy under ·Dis:ontinued Opera1ion.s· .. 'xc; :.,)SS llunnf the current quarter is Rs. M.80 Mil!ic}!L Correspendmg 1mpnct for pre.v1ou�· JX..TIO.:i,; h:t.S alsn bt"tn recla�lfo.·d under ·:>isoontmucd Op<..--rntions' t!!> p("r the rc-qu1remen1s of Ind,;\$ 105 Furtht-r <lurmg the qumer NYJL has trnnsfcm:d it� �('nt:.:c1ual oblli;ations (m.;ludmi: pl:.ll"t·m.,•·ut 1.X,!iectiur1 a;id doscr>.: rc-$po11s1bility} and all assets & liab1iit1,s tv the ('om.pan_ for comµlctiun l,f c;>u!lnuui� .... ,m�untJtl:.�nc,.

l l \\:hc:e"�r n�..:.crsary. pn.•viow. penod year fib,'\.lre:, hive bc.::n regrouped! recla551fied. 10 on form I<' \.U:re:11 quart(T'S classificritiou

Place : Guruµrnm nati· : Fehni:try S. 20!0 � '""' "'' \ icc-Ch:-iirman .. � ,1!lnagini Di.rc-etor

L

S.R. BATLIBOI s ASSOCIATES LLP Chartered Accountants

2nd & 3rd Floor Golf View Corporate Tower - B Sector - 42, Sector Road Gurugram - 122 002, Haryana. India Tel : +91 124 681 6000

Independent Auditor's Review Report on the Quarterly and ,Year to Date Unaudited Standalone Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended

Review Report to The Board of Directors NIIT Limited

1. We have reviewed the accompanying statement of unaudited standalone financial results of NIIT Limited (the "Company") for the quarter ended December 31, 2019 and year to date from April 01, 2019 to December 31, 2019 (the "Statement") attached herewith, being submitted by the Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "Listing Regulations").

2. This Statement, which is the responsibility of the Company's Management and approved by the Company's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, (Ind AS 34) "Interim Financial Reporting" prescribed under Section 133 of the Companies Act. 2013 as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India. Our responsibility is to express a conclusion on the Statement based on our review.

3. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We also performed procedures in accordance with the Circular No. CIR/CFD/CMDl/44/2019 dated March 29, 2019 issued by the Securities and Exchange Board of India under Regulation 33(8) of the Listing Regulations, to the extent applicable.

4. Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standards ('Ind AS') specified under Section 133 of the Companies Act. 2013 as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement.

S.R. Bathboi & Associates LLP, a Limited Liability Partnership with LLP Identity No. AAB-4295 Regd. Office: 22, Camac Street, Block 'B', 3rd Floor, Kolkata-700 016

S.R. BATI.IBOI & ASSOCIATES LLP Chartered Accountants

5. As more fully described in note 10, the comparative financial information of the Company for the corresponding periods included in this statement have been restated to give the effect to the adjustments arising from the Business Combination of NIIT Yuva Jyoti Limited, wholly owned subsidiary of the Company, with the Company, which have been reviewed/ audited by another auditor. The independent auditor's reports on financial results of this entity has been furnished to us by the Management and our conclusion on the Statement, in so far as it relates to the amounts and disclosures in respect of such subsidiary is based solely on the report of such auditors and procedures performed by us as stated in paragraph 3 above.

For S.R. BATLIBOI & ASSOCIATES LLP Chartered Accountants ICAI Firm registration number: 101049W/E300004

per Sanjay Bachchani Partner Membership No.: 400419 UDIN:20400419AAAAAE4387 Place: Gurugram Date: February 05, 2020

NIIT Limited Regd Office : 8. Balaji Estate. Fu-st Floor. Gum Revidas Marg, Kalkeji, New Delhi- l ? 0019

Ph.: 91 (11) 41675000 Fax: 91 ( I Ip 1407120 Website. hnp:liw"w.niit.com Corporate Identity Number: L74899DL 1981 Pl.CO 15865

Email : in"estors@niit.com Statement of Unaudited Financial Re-suits for the quarter and year to date ended December 31, 2019

(Rs. in Millions. except per share data)

Standalone Financial Results

3 Months ended Preceding 3 months Corresponding 3 I Year to date figures Y tar to date figures

December 31, ended September months ended for rhe current for the previous Previous year ended

2019 30 •. 2019 December 31, 2018 ' period ended period ended March 31, 2019 Particulars December 31, 2019 December 31. 2018

Un-Audited Un-Audited Un-Audited . Audited Un-Audited (restated - refer (restated - refer Un-Audited (rt-stated - refer ( restated - refer

note IOI note IOI note 10) note 10) m m 13\ 14\ ,s·\ 16) j (7)

1 Income a) Revenue from Operations 991.80 1,114.46 922.48 3.05.1.26 2.654 28 3.693.77 b) Other Income 379.97 510.17 47.37 1.138.17 456.34 601.81 Total Income 1.371.77 1.624.63 969.SS 4.189.43 3,110.62 4,295.58

2 Expenses a) Purchase of stock-in-trade 13.25 21.07 17&41 42.94 4538 53.77 b) Changes in inventories of stock-in-trade 2.43 (4.27) \ l.31) (1.78) (2.05) (0.62) c} Ernplovee benefits expense 457.47 438.37 414.65 l.328.31 1.221.47 1.614.63 d) Professional & technical outsourcing expenses 176.52 231.67 163.69 567.32 510. IO 756.85 e) Finance Costs 14.87 44.30 48.44 116.45 144.42 193.52 O Depreciation and amonisanon expenses 86.28 84.60 62.56 253.36 175 58 23 l.3 l I.?) Other expenses 258.54 266.23 289.79 757.22 78136 1.095.13 Total exnenses 1.009.36 1.081.97 995.66 3.063.82 2.876.26 3 944.59

3 Profit I (Loss) before E.ceptional items and Tax (1 362.41 542.66 (25.81) 1,125.61 234.36 .350.99 2)

4 Exceptional Items mer) - - - 14 580.29 29.28 34.89 5 Profit/ I Loss) before tax 13+4\ 362.41 S-lZ.66 125.Sll 15,705.90 263.64 38S.88 6 Tax expense

-Current Tax 28.18 (l.7-l2.51) l.46 l,489.26 435 31.61 -Deferred Tax 104.16 0.26 54.56 0.26 (19.77)

7 Profit I (Loss) for the period I year before 33-t.23 2,181.01 (27.53) 14.162.08 259.031 374.04 Discontinued Operation (5-6)

8 Loss after tax from discontinued operations (refer (10.80) (6.00) (25 20) (86.17) (68.57) ( 119.95) note 10 below)

9 Profit I (Loss) for the period I year (7+8) 323.43 2,175.01 (52.73) 14,075.91 190.46 254.09

JO Other comprehensive income (net of tax)

(i) Items that will not be reclassified to profit or loss (3 77) (J.99) (8.15) (5.22) 10.32 18 67

(ii) Items that will be reclassified to profit or loss (358) (8.89) 33.88 (1442) 13.25 15 9] Total (i+ii) (7.35) (10.38) 25.73 (19.64) 23.57 34.58

11 Total comprehensive income for the period I year 316.08 2,164.13 (27.00) 14,056.27 214.03 288.67 119+10)

p Paid-up equity share capital 283.03 335.79 3}-l.24 283.03 :;34.24 334.71 - (face value of Rs. 2 each. fully paid)

13 Reserves excluding revaluation reserves ! 7.715.16

1 Earnings Per Share (EPS) for Continuing ! 4

Operations: (0

17)1 I "Basic 2.64 12.97 85. !3 l 551 2231 - Diluted 2.64 12.97 f0.17; 84.64 i.54 2.221

15 Earnings Per Share (E.PS) for Discontinued I .. Operations: (0

15)1 - Basic \009) (0.04) (0.52) [0.-11) - Diluted (0.091 (0.04 tll.15)1 (!) 521 WAI) (02lJI

16 Earnings Per Share (EPS) for Continuing and

(03J Discontinued Operations: 1.521 M Basic :?.55 12.93 84.61 : :�1 - Diluted 1 55 l:?.93 fflY!}I 84.12 l.511

NIIT Limited Regd Office : 8. Balaji Estate. First Floor. Guru Ravrdas 'l.targ. Knlkaii. Sow Delhi- I I 00 ! lJ

Ph : 'll (11) 4167500() Fax : 91 (11)41407120 Website: http.l:www.niit.com Corporate Identity Number: L74899DL!981PLCOl5865

Email : investors..@niilcom

Notes to the Standalone Financial Results:-

I The above results were reviewed by Audit Committee at its meeting held on February 4. 2020 and approved by the Board of Directors a, its meeting held on February 5. 2020.

2 The financial results: have been prepared in accordance with applicable Indian Accounting Standards as prescribed under section 133 of the Companies Act 2013 read with rule 3 of the Companies (Indian Accounting Standards) Rules 2015 and Amended Rules. 2016.

3 During the quarter. under the Employee Stock Option Plan 2005. (ESOP-2005). 418.698 options were exercised. 26.668 options lapsed and 4.957,94 l options remained outsranding as on December 31. 2019.

4 Exceptional iterns in Standalone Financial Results include the following: {Rs in Millions)

3 Months ended Preceding 3 months Corrttponding 3 Year to date figures Year to date figures

Particulars December 31, ended September months ended for the current for the previous Previous year ended I 2019 30, 2019 December 31, 2018 period ended period ended March 31, 2019 I

December 31, 2019 December 31. 2018

I Un-Audited Un-Audited Un-Audited ! Audited Un-Audited I (restated - refer (restated - refer Un-Audited (restated - refer (restated - refer

note IOI note 101 note IOl note 10) Income: Gain on disposal of investment in associate (net of - 1-1.651.57 expenses) (Refer note \!.l Allowance for doubtful debts written back on account - - 29.28 34.89 of recoverv of old dues from Government customer -

l(Exoense): -

Provision for doubtful recoverable in Government (71.28) ·l [project - Total - 14�'80.29 29.28 3-1.89

5 The Company provides Education & Training Services as a single segment. lts operations and performance are viewed and evaluated by management as a single unit s.e. Leaming Business. Therefore, the business of the Company is considered as Single Segment in the context of lnd AS 108 - Segment Reporting.

6 Pursuant to changes in Corporate Income Ta'X Law in India. vide The Ta'( Laws (Amendment Ordinance), :?019. the Company had decided to exercise the option of availing lower tax rate. Consequent ro exercise of this option Profit after tax during the quarter has increased by R,. I. 744 Million on account of reversal of provision for tax and decreased by Rs 104 :'.lillion on account of reversal of deferred ta, assets for the period ended September 30. 2019.

7 The Company has adopted Ind AS 116 'Leases' using the modified retrospective approach from April l, 2019. On adoption. the Company has recognised a righr-of-use asset and corresponding lease liabilny of Rs. 406.94 Million. Adoption of the standard has resulted in decrease of profit before taxes for the quarter and period ended December 31, 2019 by Rs. 6.20 Million and Rs. 17.86 Million re pectively

S NllT Limited had entered into a Share Purchase Agreement (SPA) with Hulst B V. (Purchaser) on April 6, 2019 to transfer its entire shareholding in NUT Technologies Limited for a consideration of Rs. 20.204 Million. NHT Limited has received consideration on �·fay 17. 2019 in accordance with terms and conditions of agreement and shares were transferred on rhe same date.

9 During the quarter ended December 31. 2019. the Company has concluded the buyback of 26,800.000 equity share a, a price of 125 per equity share ("Bu�back-) as approved earlier by the Board of Directors on August 10� 2019. Total outflow of Rs. 3,350 Million has been utilized from the securities premium account. general reserve and retained earnings. in line with the requirement under the Companies Act 2013, Further tax on Buyback and Buyback n:lated expenses amounting to Rs. 738. ll Million and Rs. 40A8 Million respectively have also bee" uulizcd from retained earnings. Additionally Capital Redemption Reserve of Rs. 53.60 Million (equivalent to nominal value of the equity shares bought back) has been created out of retained earnings, in lme with the requirement under the Cornpames Act 2013. Consequent to the Buyback. the paid-up equity share capital ha, reduced by Rs. 53.60 Million.

IO During the previous quarter. in line with its stated long term strategy of reducing exposure to low margin. capital intensive business, the Company had decided nor to pursue new contracts in its wholly owned subsidiary NIIT Yuva Jyoti Limited ("'NYJL .. ) and discominue operations post completion of continuing commitments. Therefore. the net result (i.e. revenue less expenses) of these discontinued operauons have been disclosed separately under 'Discontinued Ope-rations· as per the requirements of Ind AS 105. further, during the quarter N'fJL has transferred its contractual obligations {including placement collection and closure responsibility) and all assets & habilities to the Company for completion of conrioumg commitments. This transaction has been treated as business combination and the Company has applied pooling of interest method to account for such Business Combination. Based on the requirements of Appendix C to Ind AS l 03. the Company has restated financial infonnation appearing in these financial results in respect of previous periods as if the merger had occurred from the beginning of the preceding period in the financial statements i.c April t. 2018, irrespective ofthe date ofihc transaction. Accordingly profit for the thn .. "C months period ended September 30. 20j9. December 31. 2018. year to dare period ended December 3 L 2018 and year ended March 31, 2019 has increased! (decreased) by Rs. 175.79 Million. Rs. (23 2.l) Million. Rs. (60.55) Million and R� (10 4.? ;vii Ilion respectively.

JI During the quarter, in order to simplify operations. the Company has signed a Busmess Transfer Agreement to purchase the business (excluding cash and cash cqutvalent) from its wholly owned subsidiary. NllT Process Excellence Limited. at a total consideration of Rs. 15.79 Million The closing date for this transfer is January l, �020.

Place: Gurugram Date: February 5, 2020