Dear NLSL Shareowner,
Your directors take pleasure in presenting the 22nd Annual Report along with
the Audited Financial Statements (Standalone and Consolidated) for the financial year
ended March 31, 2024.
Financial Highlights
The highlights of your Company's financial results for the financial year (FY) April 1,
2023, to March 31, 2024, (FY24) are as follows: (All Amounts in Rs. Million, unless
otherwise stated)
| Particulars |
Consolidated |
Standalone |
| INCOME |
FY24 |
FY23 |
FY24 |
FY23 |
| Revenue from operations |
15,535 |
13,618 |
4,002 |
4,038 |
| Other Income |
319 |
151 |
964 |
574 |
| Total Income |
15,855 |
13,769 |
4,966 |
4,612 |
| Total Expenses |
12,832 |
11,298 |
3,711 |
3,594 |
| Profit before exceptional items and tax |
3,023 |
2,471 |
1,255 |
1,018 |
| Exceptional items |
(52) |
(186) |
(14) |
(36) |
| Profit before Tax |
2,971 |
2,285 |
1,241 |
982 |
| Tax Expenses |
839 |
363 |
220 |
(10) |
| Profit for the year |
2,132 |
1,922 |
1021 |
993 |
| Earnings per equity share |
|
|
|
|
| Basic EPS (Rs.) |
15.82 |
14.31 |
7.57 |
7.39 |
| Diluted EPS (Rs.) |
15.22 |
13.97 |
7.29 |
7.22 |
Your Company's consolidated revenue from operations for FY24 is Rs. 15,535 million as
against Rs. 13,618 million in the previous financial year and the profit after tax is Rs.
2,132 million as against Rs. 1,922 million in the previous financial year.
Your Company's standalone revenue from operations for FY24 is Rs. 4,002 million as
against Rs. 4,038 million in the previous financial year, and the profit after tax is Rs.
1,021 million as against profit of Rs. 993 million in the previous financial year.
Business Operations
During the year, the Corporate Learning Business Undertaking has been transferred from
NIIT Limited to NIIT Learning Systems Limited (NLSL) through the Composite Scheme of
Arrangement (Scheme). The deemed date of this transfer, as per the Scheme, is from the
Appointed Date i.e., April 1, 2022. As a result, the financials statements of the Company
include impact of this transfer in both FY23 and FY24. Revenue of the Company grew 14% YoY
in FY24. The growth was 10% YoY in constant currency. Excluding full year revenue from St.
Charles Consulting Group (StC), which the Company acquired on November 4, 2022, the
organic revenues grew 4% YoY. The StC business is now fully integrated and operating
synergistically with the outsourcing business.
The prevailing economic uncertainty during the year led to slowdown in private
investments and decision making. This has caused contraction in consumption of training in
the near term, as companies pushed out discretionary spending. The uncertainty was caused
by high interest rates, geopolitical conflicts in Europe and the Middle East, as well as
technological disruptions including impact of GenAI. The Company achieved growth due to
strong addition of new logos as well as expansion of wallet share in existing accounts.
During the year, the business added 11 new customers. The Company also maintained 100%
renewal record in contracts that came up for renewal. NLSL ended the year with 87
customers and Revenue Visibility of USD 335 million. EBITDA for the year was Rs.
3,762 million, up 19% YoY. EBITDA margin was 24% versus 23% last year. Margin improved 106
bps on improved business mix and higher utilization of resources, even as company
continued to prioritize investments in new capabilities including Gen AI, entry into new
sectors and S&M, as well as uptick in premise and travel costs. A detailed analysis of
the overall performance is given in the Management Discussion and Analysis Report, forming
part of this Report.
Future Plans
Global spending on Corporate Learning & Development (L&D) is USD 370 billion
per annum. Currently, less than 5% of these spends are outsourced. This creates a large,
multi-year runway for growth for training outsourcing. Outsourcing has been going up
driven by increasing complexity, and as organizations demand greater accountability from
their L&D functions. Outsourcing to specialist firms also frees customers to focus on
their core while improving both efficiency and effectiveness of learning. Expenditure on
training was compressed during FY24 due to the prevailing economic uncertainty. This is
expected to revert to normal over a period of time, as economic activity picks up. Also,
as economies emerge from the slowdown, companies are expected to seek reduction of fixed
expenses and outsource non-core functions. Training is a potential area for significantly
higher penetration of outsourcing, driven by this move. Over medium to long term, NLSL
expects a big shift to outsourcing and is well positioned to benefit from this trend.
Your company is currently ranked among the Top 5 global providers of Managed Training
Services. The Company continues to achieve industry leading growth with strong addition of
new customers and retention of existing relationships. With a strong balance sheet and
availability of growth capital, your Company sees an opportunity to move up the leadership
ladder. The successful completion of the planned demerger during the year provides the
business with a sharper focus and energy to further accelerate its growth.
Your Company intends to capitalize on its expertise and capabilities to expedite
growth. In pursuit of this goal, the Company is committed to maintaining ongoing
investments in innovation to ensure customer satisfaction, in advisory services to foster
thought leadership, and in Sales & Marketing to build a global platform for
large-scale comprehensive deals aimed at accelerating growth. The Company is making rapid
progress in leveraging GenAI across multiple aspects of its work. In projects and
workstreams including GenAI, the Company is becoming significantly more ambitious in terms
of learning outcomes for its customers.
The Company would continue to explore inorganic opportunities to add new capabilities
and penetrate desired markets and customer segments. The Company is actively engaged in
assessing potential target businesses for such opportunities.
Dividend
Your directors, on October 30, 2023, declared an interim dividend of Rs. 2.50/- per
equity share (face value of Rs. 2/-) during the financial year ended March 31,
2024. The interim dividend was paid to the shareholders whose names were on the register
of members as on November 10, 2023, being the record date fixed for this purpose.
Further, your directors have also recommended a final dividend of Rs. 2.75/- per equity
share (face value of Rs. 2/-) for the financial year ended March 31, 2024, for the
approval of the Members at the ensuing Annual General Meeting (AGM). The final dividend,
if approved, will be paid within 30 days of the AGM.
Transfer to Reserves
The Company has not transferred any sum to the general reserve for the financial year
2023-24.
Material changes and commitments, if any, affecting the financial position of the
Company Scheme of Arrangement
Your Board of Directors had, at its meeting held on January 28, 2022, approved
Composite Scheme of Arrangement between NIIT Limited ("the Transferor Company"
or "NIIT") and NIIT Learning Systems Limited (formerly known as Mindchampion
Learning Systems Limited), a wholly owned subsidiary of NIIT ("the Transferee
Company" or "NLSL") and their respective shareholders and creditors
("the Scheme") as per the provisions of Sections 230-232 and any other
applicable provisions of the Companies Act, 2013 ("the Act"), the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, ("Listing Regulations"), and in terms of SEBI Circular No.
SEBI/HO/CFD/DIL1/CIR/P/2021/000000065 dated November 23, 2021.
During the year under review, the Scheme was approved by the Hon'ble National Company
Law Tribunal, Chandigarh Bench ("NCLT"/ "Tribunal") vide its order
dated May 19, 2023. The Scheme became effective on May 24, 2023 ("the
Effective Date"), with effect from the Appointed Date i.e., April 1, 2022.
Upon the Scheme becoming effective:
• the paid-up equity share capital of the Transferee Company comprising of
11,55,64,072 equity shares of INR 10/- each aggregating to INR 1,15,56,40,720 (Indian
Rupees One Hundred Fifteen Crores Fifty-Six Lakh Forty Thousand Seven Hundred and Twenty)
and securities premium amounting to INR 2,00,00,000 (Indian Rupees Two Crores) stand
reduced and cancelled pursuant to Section 66 and other applicable provisions of the Act.
• the authorised share capital of the Company got reclassified/reorganized by
reducing the face value of equity shares to INR 2 (Indian Rupees Two, only) divided into
60,00,00,000 equity shares of INR 2 (Indian Rupees Two, only) each aggregating to INR
1,20,00,00,000 (Indian Rupees One Hundred Twenty Crores).
• the CLG Business Undertaking of the Transferor Company got transferred and
vested to the Transferee Company • in consideration of the transfer and vesting of
the CLG Business Undertaking from the Transferor Company into the Transferee Company
pursuant to Part IV of the Scheme, the Transferee Company, on June 12, 2023, has issued
and allotted equity shares of Rs. 2/- (Rupees Two) each to the equity shareholders of
Transferor Company, whose name appeared in the register of members of Transferor Company
as shareholder on the Record Date, in the Ratio of 1:1 [i.e. 1 (one) equity share of the
Transferee Company for every 1 (one) equity share held of the Transferor Company of face
value of Rs. 2/- each as on the Record Date]. These equity shares of the Transferee
Company were listed on the BSE Limited and National Stock Exchange of India Limited
("Stock Exchanges") on August 8, 2023.
• Employees Stock Option Plan namely NLSL ESOP 2023-0 was framed pursuant to the
Composite Scheme of Arrangement. This plan provided for grant of upto 91,85,107 Company's
stock options to Option Grantees of Transferor Company, who held as many unexercised NIIT
stock options as on the Effective Date of the Scheme (irrespective of whether they were
employees of Transferor Company or its subsidiaries or become employees of the Transferee
Company or its subsidiaries pursuant to this Scheme).
After the requisite in-principal listing approval of the stock exchanges, the Company
has granted 91,20,107 stock options under this Plan on September 20, 2023.
Share Capital
During the year under review, the Company has allotted:
• 13,46,14,360 equity shares of Rs.2/- pursuant to the Composite Scheme of
Arrangement; and
• 824,361 equity shares on the exercise of stock options granted under the NLSL
ESOP 2023-0. There was no buyback by the Company.
Subsidiaries, Joint Ventures and Associate Companies
Pursuant to the Composite Scheme Scheme of Arrangement, following entities became
subsidiaries of the Company, being a part of CLG Business Undertaking: a) NIIT USA Inc,
USA
- Stackroute Learning Inc, USA (subsidiary of entity at serial no. a)
- St. Charles Consulting Group LLC, USA (subsidiary of entity at serial no. a)
- Eagle Training Spain, S.L.U (subsidiary of entity at Serial no. a)
- NIIT Mexico, S. DE R.L. DE C.V. (subsidiary of entity at serial no. a)
- NIIT Brazil LTDA (subsidiary of entity at serial no. a) b) NIIT Limited, UK c) NIIT
Malaysia Sdn. Bhd, Malaysia d) NIIT (Ireland) Limited, Ireland
- NIIT Learning Solutions (Canada) Limited, Canada (subsidiary of entity at serial no.
d) e) NIIT West Africa Limited, Nigeria Pursuant to the provisions of Section 129(3) of
the Act, a statement containing the salient features of each of the Company's subsidiaries
are provided in the prescribed Form AOC-1, annexed herewith as "Annexure-A"
forming part of this Report.
The list of Subsidiaries of the Company, including the change (if any) during the year,
is provided in Form AOC-1 and notes to financial statements of the Company.
Consolidated Financial Statements
Pursuant to Section 129 of the Act and Regulation 34 of the Listing Regulations, the
Consolidated Financial Statements of the Company is attached herewith, as prepared in
accordance with the provisions of the Act.
Pursuant to the provisions of Section 136 of the Act, the audited financial statements
of the Company (Standalone and Consolidated) along with the relevant documents and the
audited accounts of each of its subsidiaries are available on the website of the Company,
i.e., https://www.niit.com/ regulation46-of-the-lodr/. The same shall also be available
for inspection by members upon request.
Directors
In accordance with the provisions of the Section 152 of the Act, Mr. Rajendra Singh
Pawar (DIN: 00042516) and Mr. Vijay Kumar Thadani (DIN: 00042527), Directors of the
Company retire by rotation at the forthcoming Annual General Meeting ("AGM") and
being eligible have offered themselves for re-appointment as Directors of the Company. The
relevant detail is provided in the Notice. The Board of Directors of the Company, based on
the recommendation of the Nomination and Remuneration Committee, have recommended their
re-appointment to the members for their approval.
During the financial year 2023-24, the Board of Directors was reconstituted considering
the implementation of the Composite Scheme of Arrangement:
- Mr. Ravinder Singh and Ms. Sangita Singh were appointed as Independent Directors of
the Company, not liable to retire by rotation, with effect from May 20, 2023, for a term
of five years.
- Mr. Rajendra Singh Pawar was appointed as Non-Executive and Non-Independent Director
and Chairman of the Company, liable to retire by rotation, with effect from May 24, 2023.
- Mr. Vijay K Thadani, Non-executive Director was appointed as Vice-Chairman &
Managing Director of the Company, liable to retire by rotation, for a period of 5 years
w.e.f. May 24, 2023.
- Mr. Sapnesh Kumar Lalla, Non-executive Director was appointed as Executive Director
and Chief Executive Officer of the Company, liable to retire by rotation, for a period of
5 years w.e.f. May 24, 2023.
- Mr. Ravindra Babu Garikipati was appointed as an Independent Director of the Company,
not liable to retire by rotation, with effect from May 24, 2023, for a term of five years.
- Ms. Leher Vijay Thadani was appointed as Non-Executive and Non-Independent Director
of the Company, liable to retire by rotation, with effect from May 24, 2023.
- Dr. Parthasarathy Vankipuram Srinivasa was appointed as an Independent Director of
the Company, not liable to retire by rotation, with effect from June 16, 2023, for a term
of five years.
The Board recommended the appointment of these Directors for approval of shareholders
through postal ballot. The same was approved by the shareholder with requisite majority on
August 2, 2023.
The Board have diversity in terms of age, expertise, domain experience, gender, and
geography. Further, Mr. Parappil Rajendran and Ms. Mita Brahma, Non-executive Directors of
the Company, had resigned from the Board of the Company with effect from May 24, 2023, due
to their inability to devote adequate time in view of their other pre-occupation. The
Board placed on record its appreciation for the valuable contribution and guidance by Mr.
Parappil Rajendran and Ms. Mita Brahma during their tenure as Non-executive Directors of
the Company.
The Company has received declarations from all the Independent Directors confirming
that they meet the criteria of Independence as prescribed under the Act and Listing
Regulations.
Further, in the opinion of the Board and on the basis of declaration of independence
provided by the Independent Directors, they all fulfill the conditions specified in the
Act and Rules made thereunder, read with the applicable regulations of Listing
Regulations, for their appointment as Independent Directors of the Company and are
independent of the management.
All Independent Directors have registered themselves with the Indian Institute of
Corporate Affairs for the inclusion of their name in the data bank of independent
directors, pursuant to the provision of Rule 6 (1) of Companies (Appointment and
Qualification of Directors) Rules, 2014. Further, they have confirmed that they shall
comply with other requirements, as applicable under the said rule.
Key Managerial Personnel(s) ("KMP")
As on March 31, 2024, the following officials were the KMP of the Company in terms of
provisions of the Act:
- Mr. Vijay Kumar Thadani, Vice Chairman & Managing Director1
- Mr. Sapnesh Kumar Lalla, Executive Director and Chief Executive Officer1, 2
- Mr. Sanjay Mal, Chief Financial Officer 2
- Mr. Deepak Bansal, Company Secretary 2
1
w.e.f. May 24, 2023; Non-executive Director upto May 23, 2023.
2
pursuant to the Composite Scheme of Arrangement, employment transferred as part
of CLG business undertaking and appointed in the Company w.e.f. May 24, 2023.
During the year under review, following person ceased to be the KMP of the Company in
terms of provisions of the Act:
- Ms. Leena Khokha as Manager (w.e.f. April 30, 2023)
- Mr. Sanjay Kumar Jain as Chief Financial Officer (w.e.f. May 24, 2023)
- Mr. Siddharth Nath as Company Secretary (w.e.f. May 24, 2023)
Meetings of the Board
During the year under review, eight (8) Board meetings were convened and held. The
intervening gap between the two board meetings was within the period prescribed under the
Act and Listing Regulations. For further details, please refer to the Corporate Governance
Report, forming part of this Report.
Board Evaluation
Pursuant to the provisions of the Act and Listing Regulations, the Board has carried
out the annual performance evaluation for itself, the Directors individually (including
the Chairman of the Board), as well as the evaluation of the working of its Audit
Committee, Nomination and Remuneration Committee, Corporate Social Responsibility
Committee, Stakeholders' Relationship Committee, and Risk Management Committee.
Inputs were received from the Directors, covering various aspects of the Board's
functioning, such as the adequacy of the composition of the Board and its Committees, its
effectiveness, ethics and compliances, the evaluation of the Company's performance, and
internal control and audits. A separate exercise was carried out to evaluate the
performance of individual Directors, including the Chairman of the Board, who were
evaluated on parameters such as the level of engagement and contribution, effective
participation in Board/Committee Meetings, independence of judgment, safeguarding the
interest of the Company and its minority shareholders, providing expert advice to the
Board, the Board Skills matrix, and contributing in deliberations while approving related
party transactions.
Directors' Responsibility Statement
As required under Section 134(5) of the Act, the Directors of the Company hereby state
and confirm that: a) in the preparation of the Annual Accounts, the applicable Accounting
Standards have been followed along with the proper explanation relating to material
departures; b) the Directors have selected such Accounting Policies and applied them
consistently and 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 at the end of FY24 and of
the profit & loss of the Company for that period; c) the Directors have taken proper
and sufficient care for the maintenance of adequate accounting records in accordance with
the provisions of this Act for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities; d) the Directors have prepared the Annual
Accounts on the going concern basis; e) 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; and f) 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.
Secretarial Standards
The Directors state that the applicable mandatory Secretarial Standards, i.e., 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, have been
followed by the Company.
Statutory Auditors
S. R. Batliboi & Associates LLP, Chartered Accountants, Gurugram (FRN 101049W/
E300004), was appointed as Statutory Auditors of the Company, for a second term of 5
(five) consecutive years, at the AGM held on July 29, 2022. The Statutory Auditors have
confirmed that they are eligible and qualified to continue as Statutory Auditors of the
Company.
Statutory Auditors' Report
The notes on the Financial Statements (Standalone and Consolidated) referred to in the
Auditors' Reports are self- explanatory and do not require any further comments. The
Auditors' Reports do not contain any qualification, reservation or adverse remark.
Secretarial Auditors
Pursuant to provision of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed PI &
Associates, Practicing Company Secretaries as Secretarial Auditor to conduct secretarial
audit of the Company for FY24. The Secretarial Audit Report for FY24 is annexed herewith
as "Annexure B", forming part of this report. The Secretarial Audit
Report does not contain any qualification, reservation, or adverse remark.
There was no material unlisted Indian subsidiary of the Company in terms of Listing
Regulations, as on March 31, 2023. Thus provisions of Regulation 24A of the Listing
Regulations for secretarial audit of such material subsidiary was not applicable to the
Company for the financial year 2023-24.
Cost Accounts and Cost Auditors
The cost accounts and records are made and maintained by the Company, as required 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 appointed M/s. Ramanath Iyer and Co., Cost
Accountants, as the Cost Auditors of the Company, for conducting the audit of cost records
of products/services of the Company for FY24. The ratification of remuneration payable to
the Cost Auditors is being sought from the members of the Company at the forthcoming AGM.
Reporting of Frauds by Auditors
During the year under review, Statutory Auditor, Secretarial Auditor and Cost Auditor
did not report any instances of fraud committed against the Company by its officers or
employees as specified under Section 143(12) of the Act. Hence, no detail is required to
be disclosed 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 Para B of Schedule V of the Listing Regulations, is given as a separate section and
forms part of this Report.
Corporate Governance Report
Your Company continues to adhere to the Corporate Governance requirements set out by
the Securities and Exchange Board of India (SEBI) and is committed to the highest standard
of Corporate Governance.
Your Company has complied with all the mandatory requirements relating to Corporate
Governance in the Listing Regulations. The Corporate Governance Report pursuant to the
requirement of Listing Regulations is given as a separate section and forms a part of this
Report. The Certificate from the Secretarial Auditors confirming the compliance with the
conditions of the Corporate Governance stipulated in Para E of Schedule V of Listing
Regulations is also annexed to the said Corporate Governance Report.
Corporate Social Responsibility
Pursuant to the requirements of Section 135 of the Act read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014, the Company has a Corporate Social
Responsibility (CSR) Committee. The detail of the Committee is provided in the Corporate
Governance Report, forming part of this Report. The CSR Policy of the Company is available
on the website of the Company at https://info.niit.
com/hubfs/section46-of-the-lodr/code-of-conduct-policies/ CSR%20Policy.pdf During the
financial year 2023-24, the Company had spent Rs. 6.60 million on CSR activity.
The Report on the CSR activities in the prescribed format, approved by the CSR
Committee on May 21, 2024, is given in "Annexure C", forming part of this
Report.
Related Party Transactions
The Board of Directors of the Company has on the recommendation of the Audit Committee,
adopted a Related Party Transactions Policy for identifying, reviewing, and approving
transactions between the Company and the Related Parties, in compliance with the
applicable provisions of the Listing Regulations, the Act and the Rules thereunder. All
related party transactions entered into by the Company during the year were in the
ordinary course of business and on an arm's length basis. There was no material related
party transaction made by the Company with Promoters, Directors, Key Managerial Personnel,
or other related parties, which may have a potential conflict with the interest of the
Company at large. All related party transactions were approved by the Audit Committee and
were also placed in the Board meetings as a good corporate governance practice.
A statement of all related party transactions is presented before the Audit Committee
on a quarterly basis, and prior/ omnibus approval is also obtained, specifying the nature,
value and terms and conditions of the transactions.
None of the transactions with the related parties fall under the scope of Section
188(1) of the Act. The details of related party transactions pursuant to Section 134(h) of
the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, in the prescribed Form
No. AOC 2 is given in "Annexure D", forming part of this Report.
Internal Financial Controls
A detailed note on the Internal Financial Controls system and its adequacy is given in
the Management Discussion and Analysis Report, forming part of this Report. The Company
has designed and implemented a process-driven framework for internal financial controls
within the meaning of explanation to section 134(5)(e) of the Act. The Board is of the
opinion that the Company has sound Internal Financial controls commensurate with the
nature and size of its business operations, wherein controls are in place and operating
effectively.
The Company's risk management mechanism is detailed in the Management Discussion and
Analysis Report.
Statutory Committees
The details of the Committees of the Board, viz., Audit Committee, Nomination &
Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders'
Relationship Committee and Risk Management Committee constituted in compliance with the
applicable provisions of the Act and Listing Regulations are provided in the Corporate
Governance Report, forming part of this Report.
Statutory Policies/Codes
The Company has, inter-alias, adopted the following policies and codes in accordance
with 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
The Company has a policy on "Prevention of Sexual Harassment of Women at
Workplace" and matters connected therewith or incidental thereto, covering all the
aspects as contained under "The Sexual Harassment of Women at Workplace (Prohibition,
Prevention, and Redressal) Act, 2013." The details of the Internal Complaint
Committee (ICC) and status of complaints is provided in the Corporate Governance Report,
forming part of this Report.
Nomination and Remuneration Policy
The Board has on the recommendation of the Nomination & Remuneration Committee,
adopted the Nomination and Remuneration Policy on May 24, 2023, as stated in the Corporate
Governance Report.
Vigil Mechanism
Pursuant to the provisions of Sections 177(9) & (10) of the Act and Regulation 22
of Listing Regulations, the Company has established a vigil mechanism for directors and
employees to report genuine concerns, as stated in the Corporate Governance Report.
Dividend Distribution Policy
Pursuant to the provisions of Regulation 43A of Listing Regulations, the Dividend
Distribution Policy is given in "Annexure E", forming part of this Report
and is also available on the website of the Company at https://info.niit.
com/hubfs/section46-of-the-lodr/code-of-conduct-policies/
Dividend%20Distribution%20Policy.pdf
Business Responsibility Sustainability Report
Pursuant to the provisions of Regulation 34 of the Listing Regulations, Business
Responsibility and Sustainability Report on the environmental, social and governance
disclosures, in the prescribed format is given as a separate section, forming part of this
Annual Report.
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 has
been highly conscious of the criticality of conservation of energy at all the operational
levels and efforts are being made in this direction on a continuous basis. Adequate
measures have been taken to reduce energy consumption, whenever possible, by using
energy-efficient equipment. The requirement of 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
The Company recognizes the inevitability of technological obsolescence. In efforts to
stay at the forefront of innovation, your Company has formed partnerships with leading
global figures in the Information Technology sector in order to harness the potential of
Gen AI, with the ambition to assimilate and implement this technology where it is feasible
and beneficial.
Key sectors where technology has shown a transformative effect are marketing and
customer acquisition, virtual online learning delivery, and mobile application-supported
learning and engagement. Technology has been used to facilitate safe remote work for
employees. A productivity platform, inclusive of a common collaboration platform, has been
put in place to guarantee smooth work execution and management. Extra security measures,
such as a Personal Security Umbrella and multifactor authentication, have been put in
place. Systems for Security Event and Incident Management monitoring have been set up to
speed up the detection of threats and effective incident response.
c) Research and development
Your Company is committed to forward-thinking and deems it essential to allocate
resources for research and development as a way to foresee future challenges and plan for
potential barriers. It is only by persistent trailblazing and development that we can
address future trials and take advantage of arising opportunities. We continually finance
and encourage continuous innovation. We've honed our capacity to create digital point
solutions, which can be quickly assembled to offer substantial help to our clientele. This
method has notably accelerated our delivery rate. A unique online training delivery
platform with distinct learning analytics has been integrated into our digital point
solutions. Despite the size and nature of your Company's operations, the expense incurred
over the last fiscal year has been relatively minimal.
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:
(Rs. million)
| Particulars |
FY24 |
FY23 |
| Foreign Exchange Earnings |
3,755 |
3,718 |
| Foreign Exchange Outflow |
672 |
512 |
Particulars of Loans, Guarantees, or Investments
Details of Loans, Guarantees or Investments (if any) covered under the provisions of
Section 186 of the Act are given in the Notes to the Financial Statements.
Annual Return
The Annual Return as required under Section 134 (3) read with 92(3) of the Act is
available on the website of the Company at https://www.niit.com/regulation46-of-the-lodr/
Annual-Returns.html
General
Your directors state that no disclosure or reporting is required in respect of the
following matters, as there were no transactions on these items during the year under
review (except as stated above in the report):
• Issue of equity shares with differential rights as to dividend, voting or
otherwise.
• Issue of shares (including sweat equity shares) to the employees of the Company
under any scheme, except the Employees' Stock Options Plan referred to in this Report.
• Any scheme or provision of money for the purchase of its own shares by employees
or by trustees for the benefit of employees.
• Managing or Whole-time Director of the Company who are in receipt of commission
from the Company and receiving any remuneration or commission from any subsidiary Company.
• Significant or material orders passed by the Regulators or Courts or Tribunals,
which impact the going concern status of the Company and its operation in future.
Public Deposits
In terms of the provisions of section 73 to 76 of the Act read with the relevant rules
made thereunder, your Company has not accepted any fixed deposit from the public.
Particulars of Employees
The statement containing the names and other particulars of employees in accordance
with the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended),
is given in "Annexure F", forming part of this Report.
Human Resources
NIITians are the key resource for your Company. Your Company continued to have a
favorable work environment that encourages innovation and meritocracy at all levels. A
detailed note on human resources is given in the Management Discussion and Analysis Report
forming part of this Report. Employee relations remained cordial at all the locations of
the Company.
Employee Stock Options
The Company has granted stock options under Employee Stock Option Plan (NLSL
ESOP-2023-0) pursuant to the Composite Scheme of Arrangement, as explained hereinbefore.
The grant-wise detail of the such granted options is partially provided in the Notes to
Accounts of the Financial Statements in the Annual Report. A comprehensive note is
available on the Company's website at www.niitmts. com which forms a part of this Report.
The same shall also be available for inspection by members upon request. Your Company
believes that equity-based compensation plans are an effective tool to align employee
incentives with long term value creation. A new Employee Stock Option Plan
("ESOP") namely ‘NLSL Employees Stock Option Plan 2024' ("ESOP
2024") was created for grant of stock options to eligible employees of the Company
and of its subsidiaries. ESOP 2024 was approved by the Board of Directors on January 31,
2024 and by the shareholders on May 10, 2024. No stock option was granted under this Plan
as on the date of this Report.
Acknowledgement
Fiscal year 2023-24 presented significant challenges as the Company navigated the
post-scheme transition period. The Board extends its sincere appreciation to customers,
partners, suppliers, financial institutions, government agencies, and regulators for their
unwavering support. The Board would like to express its deep appreciation for the
extraordinary efforts of employees at all levels who have continuously demonstrated
exceptional resilience and dedication, driving the company forward amidst a challenging
business environment. Furthermore, the Board acknowledge the cooperation of governments in
our operating regions and express gratitude to our shareholders for their continued trust.
The Board remains steadfast in our commitment to driving long-term growth for the company.
|
By Order of the Board |
|
For NIIT Learning Systems Limited |
|
Rajendra Singh Pawar |
| Place: Gurugram |
Chairman |
| Date: May 22, 2024 |
DIN: 00042516 |