NIIT - Letter of Offer

LETTER OF OFFER
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
This Letter of Offer is being sent to you, the registered Equity Shareholders of NIIT Limited (the “Company”) as on the Record Date, in
accordance with the Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018, as amended (the “Buyback Regulations”)
and the circular issued by the Securities and Exchange Board of India (“SEBI”) bearing number CIR/ CFD/POLICYCELL/1/2015 dated April 13,
2015 read with the circular bearing number CFD/DCR2/CIR/P/2016/131 dated December 9, 2016.
If the Equity Shareholders require any clarifications regarding the action to be taken, they may, consult their respective Stock brokers or investment
consultants or the Manager or the Registrar to the Buyback. Please see the section entitled “Definition of Key Terms” on page 2 for the definition
of the capitalized terms used herein.
NIIT Limited
Registered Office: 8, Balaji Estate, First Floor, Guru Ravi Das Marg, Kalkaji New Delhi – 110019; Tel. No.: +91-11-
41675000; Fax: +91-11-41407120; E-mail: investors@niit.com;
Corporate Office: Plot No. 85, Sector 32, Institutional Area, Gurugram - 122001, Haryana;
Tel. No.: +91 124 4293000; Fax: +91 124 4293333; E-mail: investors@niit.com;
Contact Person: Mr. Deepak Bansal, Company Secretary and Compliance Officer;
Tel. No.: +91 124 4293360; Fax: +91 124 4293333; E-mail: investors@niit.com;
Corporate Identity Number: L74899DL1981PLC015865
OFFER FOR BUYBACK OF UP TO 9,875,000 (NINE MILLION EIGHT HUNDRED AND SEVENTY FIVE THOUSAND) FULLY PAID-UP
EQUITY SHARES OF FACE VALUE OF RS. 2 EACH (“EQUITY SHARES”) OF THE COMPANY FOR CASH AT A PRICE OF RS. 240/- (RUPEES
TWO HUNDRED AND FORTY ONLY) PER EQUITY SHARE FOR AN AGGREGATE AMOUNT OF UP TO RS. 2,370 MILLION (RUPEES TWO
THOUSAND THREE HUNDRED AND SEVENTY MILLION ONLY) (“BUYBACK OFFER SIZE”), BEING UP TO 6.978 % OF THE ISSUED AND
PAID-UP EQUITY SHARE CAPITAL OF THE COMPANY AS PER THE AUDITED CONSOLIDATED AND STANDALONE FINANCIAL
STATEMENTS AS AT AND FOR THE PERIOD ENDED MARCH 31, 2020, ON A PROPORTIONATE BASIS, FROM THE ELIGIBLE
SHAREHOLDERS HOLDING EQUITY SHARES AS ON FEBRUARY 24, 2021 (THE “RECORD DATE”), BY WAY OF TENDER OFFER,
(“BUYBACK”).
The Buyback is being undertaken by the Company in accordance with Article 120 of the Articles of Association of the Company, the provisions of Sections 68,
69, 70 and other applicable provisions of the Companies Act, 2013, the Companies (Share Capital and Debentures) Rules, 2014, the Companies (Management &
Administration Rules), 2014, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, to the extent applicable, and in compliance
with the Buyback Regulations. The Buyback is subject to the approvals and permissions, as may be required from statutory, regulatory or governmental
authorities under applicable laws, including SEBI and the Stock Exchanges.
The Buyback is within the statutory limits of 25% of the total paid-up equity share capital and free reserves as per the audited consolidated and standalone
financial statements of the Company as at March 31, 2020 (the last audited financial statements available as on the date of the Board Meeting (as defined below)
recommending the proposal of the Buyback). The Buyback Offer Size is 24.96% and 23.23% of the aggregate total issued, paid up equity share capital and free
reserves of the Company as per the consolidated and standalone financial statements, respectively, as at March 31, 2020.
This Letter of Offer shall be sent to Eligible Shareholders as on the Record Date. A copy of the Public Announcement, the Draft Letter of Offer and this Letter of
Offer (including the Tender Form) shall be available on the website of the Securities and Exchange Board of India at www.sebi.gov.in.
For details in relation to the procedure for tender and acceptance of Equity Shares, please see the section entitled “Procedure for Tender Offer and Settlement” on
page 47. The Tender Form is enclosed together with this Letter of Offer.
For mode of payment of consideration to the Eligible Shareholders, please refer to the paragraph 10.2 and 10.3 on page 51 of this Letter of Offer.
Eligible Shareholders are advised to refer to the sections entitled “Details of Statutory Approvals” and “Note on Taxation” on pages 41 and 53 respectively,
before tendering their Equity Shares in the Buyback.
MANAGER TO THE BUYBACK REGISTRAR TO THE BUYBACK
JM FINANCIAL LIMITED LINK INTIME INDIA PRIVATE LIMITED

7th Floor, Cnergy, Appasaheb Marathe Marg, Prabhadevi, Mumbai - 400 025 C-101, 1st Floor, 247 Park, LBS Marg, Vikhroli (West), Mumbai - 400083
Tel: +91 22 6630 3030; Fax: +91 22 6630 3330 Tel: +91 22 4918 6200
Contact Person: Ms. Prachee Dhuri Fax: +91 22 4918 6195Contact Person: Mr. Sumeet Deshpande
Email: niit.buyback2021@jmfl.com Email: niit.buyback2021@linkintime.co.in
Website: www.jmfl.com Website: www.linkintime.co.in
SEBI Registration Number: INM000010361 Corporate Identity Number: U67190MH1999PTC118368
Corporate Identity Number: L67120MH1986PLC038784 SEBI Registration Number: INR000004058
Validity Period: Permanent Validity Period: Permanent
BUYBACK PROGRAMME
Buyback Opening Date Monday, April 12, 2021
Buyback Closing Date Wednesday, April 28, 2021
Last date and time for receipt of the completed Tender Form Friday, April 30, 2021 by 5:00 p.m.
TABLE OF CONTENTS
SCHEDULE OF ACTIVITIES ................................................................................................................................................................. 1
DEFINITION OF KEY TERMS ............................................................................................................................................................... 2
DISCLAIMER CLAUSE ........................................................................................................................................................................... 5
TEXT OF THE RESOLUTION PASSED AT THE BOARD MEETING ............................................................................................. 7
DETAILS OF THE BUYBACK .............................................................................................................................................................. 11
DETAILS OF THE PUBLIC ANNOUNCEMENT ............................................................................................................................... 12
AUTHORITY FOR THE BUYBACK .................................................................................................................................................... 12
OBJECTIVE/ NECESSITY OF THE BUYBACK ................................................................................................................................ 12
MANAGEMENT DISCUSSION AND ANALYSIS OF THE LIKELY IMPACT OF THE BUYBACK ON THE COMPANY ... 13
BASIS OF CALCULATING THE BUYBACK PRICE ........................................................................................................................ 15
SOURCES OF FUNDS FOR THE BUYBACK ..................................................................................................................................... 15
DETAILS OF THE ESCROW ACCOUNT AND THE AMOUNT TO BE DEPOSITED THEREIN ............................................. 16
CAPITAL STRUCTURE AND SHAREHOLDING PATTERN .......................................................................................................... 17
BRIEF INFORMATION OF THE COMPANY .................................................................................................................................... 21
FINANCIAL INFORMATION OF THE COMPANY.......................................................................................................................... 35
STOCK MARKET DATA ....................................................................................................................................................................... 39
DETAILS OF STATUTORY APPROVALS ......................................................................................................................................... 41
DETAILS OF THE REGISTRAR TO THE BUYBACK AND COLLECTION CENTRE ............................................................... 42
PROCESS AND METHODOLOGY FOR THE BUYBACK ............................................................................................................... 43
PROCEDURE FOR TENDER OFFER AND SETTLEMENT ............................................................................................................ 47
NOTE ON TAXATION ........................................................................................................................................................................... 53
DECLARATION ...................................................................................................................................................................................... 55
AUDITORS CERTIFICATE .................................................................................................................................................................. 56
CONFIRMATIONS UNDER COMPANIES ACT AND BUYBACK REGULATIONS ................................................................... 59
DOCUMENTS FOR INSPECTION ....................................................................................................................................................... 60
DETAILS OF THE COMPLIANCE OFFICER ................................................................................................................................... 61
DETAILS OF THE REMEDIES AVAILABLE TO THE ELIGIBLE SHAREHOLDERS .............................................................. 61
DETAILS OF THE INVESTOR SERVICE CENTER ......................................................................................................................... 61
DETAILS OF MANAGER TO THE BUYBACK ................................................................................................................................. 61
DECLARATION BY THE DIRECTORS REGARDING AUTHENTICITY OF THE INFORMATION IN THIS LETTER OF
OFFER ...................................................................................................................................................................................................... 62
TENDER FORM FOR ELIGIBLE SHAREHOLDERS HOLDING SHARES IN DEMATERIALISED FORM - FORM OF
ACCEPTANCE-CUM-ACKNOWLEDGEMENT
TENDER FORM FOR ELIGIBLE SHAREHOLDERS HOLDING SHARES IN PHYSICAL FORM - FORM OF
ACCEPTANCE-CUM-ACKNOWLEDGEMENT
FORM NO. SH-4 - SECURITIES TRANSFER FORM
SCHEDULE OF ACTIVITIES
Activity Day and Date
Date of Board Meeting approving the Buyback Thursday, December 24, 2020
Date of declaration of results of the postal ballot for special resolution by the Equity
Friday, February 12, 2021
Shareholders, approving the Buyback
Date of Public Announcement for the Buyback Monday, February 15, 2021
Date of publication of Public Announcement for the Buyback Tuesday, February 16, 2021
Record Date for determining the Buyback Entitlement and Eligible Shareholders Wednesday, February 24, 2021
Last date of receipt of completed tender form and other specified documents Friday, April 30, 2021 by 5:00 p.m.
Last date of verification of Tender Forms by the Registrar Thursday, May 6, 2021
Last date of intimation regarding acceptance or non-acceptance of tendered Equity

Thursday, May 6, 2021
Shares to the Stock Exchanges by the Registrar
Last date of settlement of bids on the Stock Exchanges Friday, May 7, 2021
Last date of return of unaccepted Equity Shares by Stock Exchanges to Eligible

Friday, May 7, 2021
Shareholder/Stock Broker
Last date of payment of consideration to Eligible Shareholders who participated in

Friday, May 7, 2021
Buyback
Last date of extinguishment of Equity Shares Friday, May 14, 2021
Note: In case the last date is mentioned for certain activities, such activities may be completed on or before such last date.
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DEFINITION OF KEY TERMS
This Letter of Offer uses certain definitions and abbreviations which, unless the context otherwise indicates or implies or
specified otherwise, shall have the meaning as provided below. References to any legislation, act, regulation, rules, guidelines
or policies shall be to such legislation, act, regulation, rules, guidelines or policies as amended, supplemented, or re-enacted
from time to time and any reference to a statutory provision shall include any subordinate legislation made from time to time
under that provision.
The words and expressions used in this Letter of Offer, but not defined herein shall have the meaning ascribed to such terms
under the Buyback Regulations, the Companies Act, 2013, the Depositories Act, and the rules and regulations made thereunder.
Term Description
Acceptance/ Accept/ or
Acceptance of Equity Shares tendered by Eligible Shareholders for the Buyback
Accepted
The facility for acquisition of Equity Shares through mechanism provided by the Stock
Acquisition Window
Exchanges in the form of a separate window in accordance with the SEBI Circulars
Additional eligible Equity Shares tendered by an Eligible Shareholder over and above the
Additional Equity Shares Buyback Entitlement of such Eligible Shareholder, not exceeding the Equity Shares held by
such Eligible Shareholder as on Record Date
Articles Articles of Association of the Company
Audited consolidated and standalone financial statements of the Company for the year ended
Audited Financial Statements
March 31, 2020
Board or Board of Directors Board of Directors of the Company
Meeting of the Board of Directors held on December 24, 2020 approving the proposal for
Board Meeting
Buyback
BSE BSE Limited
Buyback of up to 9,875,000 Equity Shares at a price of Rs.240 (Rupees Two hundred and
Forty Only) per Equity Share for cash aggregating up to Rs. 2,370 million , excluding any
expenses incurred or to be incurred for the Buyback such as filing fees, stock exchange fees,
advisory fees, public announcement publication expenses, printing and dispatch expenses,
Buyback
brokerage, applicable taxes inter alia including buyback taxes, securities transaction tax,
goods and services tax, stamp duty and other incidental and related expenses (“Transaction
Costs”), on a proportionate basis, from Eligible Shareholders by way of a Tender Offer in
terms of the Buyback Regulations read with SEBI Circulars.
Buyback Offer Size Rs. 2,370 Million (Rupees Two Thousand Three Hundred and Seventy Million only)
The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 and
Buyback Regulations
includes the SEBI Circulars
The number of Equity Shares that an Eligible Shareholder is entitled to tender, in the Buyback,
Buyback Entitlement based on the number of Equity Shares held by such Eligible Shareholder, on the Record Date
and the Ratio of Buyback applicable to Eligible Shareholder
The period between the date of declaration of result of postal ballot for special resolution i.e.
Buyback Period February 12, 2021 and the date on which the payment of consideration to the Eligible
Shareholders, whose Equity Shares have been Accepted under the Buyback is made.
The price at which Equity Shares will be bought back from the Eligible Shareholders,
Buyback Price
being Rs.240/- (Rupees Two Hundred and Forty Only) per Equity Share, payable in cash
CDSL Central Depository Services (India) Limited
Indian Clearing Corporation Limited or the NSE Clearing Limited (formerly known as
Clearing Corporation
National Securities Clearing Corporation Limited), as applicable.
2
Term Description
Companies Act, 2013, to the extent in force pursuant to the notification of sections of the
Companies Act, 2013
Companies Act, 2013, along with the relevant rules made thereunder
Company or “we” NIIT Limited, unless the context states otherwise
Company Broker JM Financial Services Limited
A depository account named “NIIT LIMITED” opened by the Company with Company
Company Demat Account
Broker
Depositories NSDL and CDSL
Depositories Act The Depositories Act, 1996
Designated Stock Exchange Designated stock exchange for the Buyback, being BSE Limited
DIN Director Identification Number

Director Director(s) of the Company
Draft Letter of Offer The Draft Letter of Offer dated February 24, 2021 filed with SEBI
DP Depository Participant
Eligible Shareholders All persons holding Equity Shares as on the Record Date.
Equity Shares Fully paid-up equity shares of the Company each having a face value of Rs. 2
Equity Shareholder Holders of Equity Shares and includes beneficial owners thereof
The Escrow Account, “NIIT LIMITED BUYBACK 2021 ESCROW ACCOUNT” opened
Escrow Account
with the Escrow Agent
Escrow Agent ICICI BANK LIMITED
Escrow agreement dated March 31, 2021 entered into amongst the Company, the Manager
Escrow Agreement
and the Escrow Agent
Exchange Act United States Securities Exchange Act of 1934
FEMA Foreign Exchange Management Act, 1999

Financial Year/ FY Unless stated otherwise, the period of 12 months ending March 31 of that particular year
FPIs Foreign Portfolio Investors
IT Act/ Income Tax Act Income-tax Act, 1961
This letter of offer dated April 01, 2021 filed with SEBI containing disclosures in relation to
Letter of Offer Buyback as specified in Schedule III of Buyback Regulations, including comments received
from SEBI on the Draft Letter of Offer
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended
LODR Regulations
from time to time.
Manager / Manager to the
The manager to the Buyback, being JM Financial Limited
Buyback
Management Rules Companies (Management and Administration) Rules, 2014.
Circular No. 14/2020 dated April 8, 2020, Circular No. 17/2020 dated April 13, 2020,
Circular No. 22/2020 dated June 15, 2020 Circular No. 33/2020 dated September 28, 2020
MCA Circulars
and Circular No. 39/2020 dated December 31, 2020 issued by the Ministry of Corporate
Affairs.
An individual resident outside India who is a citizen of India or is an ‘Overseas Citizen of
Non-Resident Indians India’ cardholder within the meaning of Section 7(A) of the Citizenship Act, 1955 and
includes FPIs
NSE National Stock Exchange of India Limited
NSDL National Securities Depository Limited
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Term Description
PAN Permanent Account Number
The promoters of the Company, as defined under Regulation 2(i)(k) of the Buyback
Promoter/ Promoters
Regulations
Persons and entities constituting the promoter group of the Company in terms of Regulation
Promoter Group 2(1)(oo) of the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended
The public announcement dated February 15, 2021, made in accordance with the Buyback
Regulations, published in all editions of Financial Express an English national daily
Public Announcement
newspaper, and Jansatta a Hindi national daily newspaper (Hindi also being the regional
language where our Registered Office is located) on February 16, 2021.
Ratio of Buyback The ratio of the Buyback: (i) 11.10190314% in case of Small Shareholders; and (ii)
6.50664792% for Eligible Shareholders other than Small Shareholders.
RBI The Reserve Bank of India
Wednesday, February 24, 2021 being the date for the purpose of determining the entitlement
and the names of the Equity Shareholders, to whom the Letter of Offer and Tender Form will
Record Date
be sent and who are eligible to participate in the Buyback in accordance with the Buyback
Regulations
The registered office of the Company, located at 8, Balaji Estate, First Floor Guru Ravi Das
Registered Office
Marg, Kalkaji, New Delhi – 110019
Registrar The registrar to the Buyback, being Link Intime India Private Limited
SEBI The Securities and Exchange Board of India
Tendering of Equity Shares by Equity Shareholders and settlement of the same, through the
stock exchange mechanism as specified by SEBI in the circular bearing number CIR/
SEBI Circulars
CFD/POLICYCELL/1/2015 dated April 13, 2015 read with the circular bearing number
CFD/DCR2/CIR/P/2016/131 dated December 9, 2016
SEC United States Securities and Exchange Commission
An Eligible Shareholder of the Company, who holds Equity Shares whose market value, on
the basis of closing price of Equity Shares, on the recognized stock exchange in which
Small Shareholder
highest trading volume in respect of such Equity Shares, as on the Record Date, is not more
than Rs. 200,000.
Stock Exchanges BSE and NSE
Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Takeover Regulations
Regulations, 2011, as amended
The Acceptance–cum–Acknowledgement form to be filled by the Eligible Shareholders to
Tender Form
participate in the Buyback
Tender offer shall have the meaning ascribed to it under Regulation 2(i)(q) of the Buyback
Tender Offer
Regulations
Period of 10 (Ten) Working Days from the Buyback Opening Date till the Buyback Closing
Tendering Period
Date (both days inclusive)
TRS Transaction Registration Slip
U.S. United States or the United States of America
Working day shall have the meaning ascribed to it under Regulation 2(i)(s) of the Buyback
Working Day
Regulations
4
DISCLAIMER CLAUSE
As required, a copy of this Letter of Offer has been submitted to SEBI. It is to be distinctly understood that submission of this
Letter of Offer to SEBI should not, in any way, be deemed or construed that the same has been cleared or approved by SEBI.
SEBI does not take any responsibility either for the financial soundness of the Company to meet its Buyback commitments or
for the correctness of the statements made or opinions expressed in this Letter of Offer. The Manager to the Buyback, JM
Financial Limited, has certified that the disclosures made in this Letter of Offer are generally adequate and are in conformity
with the provisions of the Companies Act, 2013 and the Buyback Regulations. This requirement is to facilitate Eligible
Shareholders to take an informed decision in tendering their Equity Shares in the Buyback.
It should also be clearly understood that, while the Company is primarily responsible for the correctness, adequacy and disclosure
of all relevant information in this Letter of Offer, the Manager is expected to exercise due diligence to ensure that the Company
discharges its duty adequately in this behalf and towards this purpose, the Manager, has furnished to SEBI a due diligence
certificate dated February 24, 2021, in accordance with the Buyback Regulations, which reads as follows:
“We have examined various documents and materials as part of the due diligence carried out by us in connection with the
finalization of the public announcement dated February 15, 2021 (the “Public Announcement”) and the Draft Letter of Offer
dated February 24, 2021. On the basis of such examination and the discussions with the Company, we hereby state that:
● the Public Announcement and the Draft Letter of Offer are in conformity with the documents, materials and papers
relevant to the Buyback;
● all the legal requirements connected with the said Buyback including the Securities and Exchange Board of India
(Buyback of Securities) Regulations, 2018, have been duly complied with;
● the disclosures in the Public Announcement and the Draft Letter of Offer are, to the best of our knowledge, true, fair
and adequate in all material respects for the Eligible Shareholders to make a well informed decision in respect of the
captioned Buyback;
● funds used for Buyback shall be as per the provisions of the Companies Act, 2013.”
The filing of this Letter of Offer with SEBI, does not, however, absolve the Company from any liabilities under the provisions
of the Companies Act, 2013 or from the requirement of obtaining such statutory or other clearances as may be required for the
purpose of the proposed Buyback.
The Promoters and Directors declare and confirm that no information or material likely to have a bearing on the decision of
Eligible Shareholders has been suppressed, withheld and/or incorporated in a manner that would amount to misstatement or
misrepresentation and in the event of it transpiring at any point of time that any information or material has been suppressed or
withheld, or amounts to a misstatement or misrepresentation, the Promoters, Directors and the Company shall be liable for
penalty in terms of the provisions of the Companies Act, 2013 and the Buyback Regulations.
The Promoters and Directors, also declare and confirm that, funds borrowed from banks and financial institutions will not be
used for the Buyback.
Disclaimer for U.S. Persons
The Buyback is being made for securities of an Indian company and is subject to the laws of India. It is important for United
States securities holders to be aware that this document is subject to tender offer laws and regulations in India that are different
from those in the United States and has been prepared in accordance with Indian format and style, which differs from customary
United States format and style. The Buyback will remain open for a fixed period of 10 Working Days as required under
Regulation 9(vi) of the Buyback Regulations and not a minimum of 20 U.S. business days as prescribed by Rule14e-1(a) under
the Exchange Act. For details of the exemptive relief sought by the Company from the SEC, see the section titled “Details of
Statutory Approvals” on page 41 of this Letter of Offer.
Any financial information included in this Letter of Offer or in any other documents relating to the Buyback has been or will
be prepared in accordance with non-U.S. accounting standards that may not be comparable to financial statements of companies
in the United States or other companies whose financial statements are prepared in accordance with U.S. Generally Accepted
Accounting Principles.
The receipt of cash pursuant to the offer by an Eligible Shareholder may be a taxable transaction for U.S. federal income tax
purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each Eligible Shareholder is urged
to consult his independent professional adviser immediately regarding the tax consequences of accepting the Buyback.
It may be difficult for U.S. holders of Equity Shares to enforce their rights and any claims they may have arising under the U.S.
federal securities laws in connection with the Buyback, since the Company is incorporated in a country other than the United
States, and some or all of its officers and directors may be residents of countries other than the United States U.S. holders of
shares in the Company may not be able to sue the Company or its officers or directors in a non-U.S. court for violations of U.S.
5
securities laws. Further, it may be difficult to compel the Company or its affiliates to subject themselves to the jurisdiction or
judgment of a U.S. court.
Save as above, neither the SEC nor any state securities commission of the United States has approved or disapproved the Buy-
back or passed any comment upon the adequacy or completeness of this Letter of Offer. Any representation to the contrary is
a criminal offence in the United States.
Notice for Persons in Countries Other Than India
This Letter of Offer has not been filed, registered or approved in any jurisdiction outside India. Recipients of the Letter of Offer,
resident in jurisdictions outside India should inform themselves of and observe any applicable legal requirements. This Buyback
is not directed towards any person or entity in any jurisdiction or country where the same would be contrary to the applicable
laws or regulations or would subject the Company or the Manager to the Buy-back to any new or additional registration
requirements. This Letter of Offer does not in any way constitute an offer to acquire / sell or an invitation to acquire / sell, any
securities in any jurisdiction in which such offer or invitation is not authorized or to any person to whom it is unlawful to make
such offer or solicitation. Potential users of the information contained in this Letter of Offer are requested to inform themselves
about and to observe any such restrictions
The Public Announcement dated February 15, 2021, the Draft Letter of Offer dated February 24, 2021 and this Letter of Offer
have been prepared for the purposes of compliance with the Buyback Regulations. Accordingly, the information disclosed may
not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws and
regulations of any jurisdiction outside of India. The Company and the Manager to the Buyback are under no obligation to
update the information contained herein at any time after the date of the Letter of Offer.
This Letter of Offer shall be dispatched to all Equity Shareholders whose names appear on the register of members of the
Company, as of the Record Date. However, receipt of this Letter of Offer by any Equity Shareholders in a jurisdiction in which
it would be illegal to make this Buyback, or where making this Offer would require any action to be taken (including, but not
restricted to, registration of this Letter of Offer under any local securities laws), shall not be treated by such Equity Shareholders
as an offer being made to them. Potential users of the information contained in this Letter of Offer are requested to inform
themselves about and to observe any such restrictions. Any Eligible Shareholder who tenders his, her or its Equity Shares in
the Buyback shall be deemed to have declared, represented, warranted and agreed that he, she or it is authorized under the
provisions of any applicable local laws, rules, regulations and statutes to participate in the Buyback.
Forward looking statements
Certain statements contained in this Letter of Offer that are not statements of historical fact constitute “forward-looking
statements”. These forward-looking statements generally can be identified by words or phrases such as “aim”, “anticipate”,
“believe”, “continue”, “can”, “could”, “estimate”, “expect”, “intend”, “may”, “objective”, “plan”, “potential”, “project”,
“pursue”, “shall”, “should”, “target”, “will”, “would”, or other words or phrases of similar import. Similarly, statements that
describe our strategies, objectives, plans or goals are also forward-looking statements. All forward-looking statements are subject
to risks, uncertainties and assumptions about the Company that could cause actual results to differ materially from those
contemplated by the relevant forward-looking statement.
Actual results may differ materially from those suggested by forward-looking statements due to risks or uncertainties associated
with expectations relating to, inter alia, regulatory changes pertaining to the industries in which the Company operates and its
ability to respond to them, the Company’s ability to successfully implement its strategy, its growth and expansion, technological
changes, exposure to market risks, general economic and political conditions in India or other key markets where it operates
which have an impact on its business activities or investments, the monetary and fiscal policies, inflation, deflation, unanticipated
turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets
in India and globally, changes in domestic laws, regulations and taxes and changes in competition in the industries in which the
Company operates.
Certain figures contained in this Letter of Offer, including financial information, have been subject to rounding-off adjustments.
All decimals have been rounded off to two decimal points. In certain instances, (i) the sum or percentage change of such
numbers may not conform exactly to the total figure given; and (ii) the sum of the numbers in a column or row in certain tables
may not conform exactly to the total figure given for that column or row.
6
TEXT OF THE RESOLUTION PASSED AT THE BOARD MEETING
The Buyback has been authorized and approved at the meeting of the Board at its meeting held on December 24, 2020. The text
of the resolution of the Board is as follows:
Quote
“RESOLVED THAT pursuant to Article 120 of the Articles of Association of the Company and in compliance with the provisions
of Sections 68, 69, 70 and 110 and all other applicable provisions, if any, of the Companies Act, 2013 (the “Act”), the Companies
(Share Capital and Debentures) Rules, 2014 (the “Share Capital Rules”, the Companies (Management and Administration)
Rules, 2014 (the “Management Rules”), to the extent applicable, the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”) and the Securities and Exchange
Board of India (Buyback of Securities) Regulations, 2018 (the “Buyback Regulations”) including any amendments, statutory
modifications or re-enactments thereof, for the time being in force and subject to such other approvals, permissions, sanctions
and exemptions as may be necessary and subject to such modifications and conditions, if any, as may be prescribed or imposed
by the appropriate authorities while granting such approvals, permissions, sanctions and exemption, including the approval of
the members of the Company, the Board hereby approves buyback of 9,875,000 fully paid-up equity shares of the Company of
face value of Rs. 2 (Rupees Two only) each (“Equity Shares”) (representing 6.978% of the total issued and paid-up equity share
capital of the Company as per the audited consolidated and standalone financial statements (“Audited Financial Statements”)
as at and for the period ended March 31, 2020) at a price of Rs. 240 per Equity Share payable in cash for an aggregate
consideration not exceeding Rs. 2,370,000,000 (Rupees Two Thousand Three hundred and Seventy million only) excluding
expenses incurred or to be incurred for the buyback such as filing fees, stock exchange fees, advisory fees, public announcement
publication expenses, printing and dispatch expenses, brokerage, applicable taxes inter alia including buy back taxes, securities
transaction tax, goods and services tax, stamp duty and other incidental and related expenses (“Transaction Cost”), which is
not exceeding 25% of the aggregate of the total issued and paid-up equity share capital and free reserves as per the Audited
Financial Statements of the Company as at and for the period ended March 31, 2020, out of the free reserves of the Company
(retained earnings) and/or such other source as may be permitted by the Buyback Regulations or the Act, from the members of
the Company, as on the record date, on a proportionate basis, through the tender offer route through stock exchange mechanism
as prescribed under the Buyback Regulations (“Buyback”). The Buyback period shall commence from the date of passing of
special resolution by postal ballot until the last date on which the payment of consideration for the Equity Shares bought back
by the Company is made (“Buyback Period”), in accordance with, and compliance, with the provisions contained in the Buyback
Regulations, the Act, Share Capital Rules, the Management Rules and the Listing Regulations.
RESOLVED FURTHER THAT the Company, to the extent legally permissible, implement the Buyback using the “Mechanism
for acquisition of shares through Stock Exchange” notified by SEBI vide circular CIR/CFD/POLICYCELL/1/2015 dated April
13, 2015, as amended vide SEBI circular CFD/DCR2/CIR/P/2016/131 dated December 9, 2016, including any amendments or
statutory modifications for the time being in force.
RESOLVED FURTHER THAT the current surplus and/or cash balances and/or cash available from internal accruals be utilized
for the purpose of Buyback.
RESOLVED FURTHER THAT as required by Regulation 6 of the Buyback Regulations, the Company may buy back Equity
Shares from existing members holding Equity Shares of the Company on a proportionate basis under the tender offer route
through stock exchange mechanism, provided that 15% of the number of Equity Shares which the Company proposes to buy back
or the number of Equity Shares that the small shareholders are entitled to as per the shareholding of small shareholders as on
the record date, whichever is higher, shall be reserved for Small Shareholders, as defined in the Buyback Regulations (“Small
Shareholders”).
RESOLVED FURTHER THAT the Buyback of Equity Shares from non-resident members of the Company, including Overseas
Corporate Bodies (OCBs), Foreign Institutional Investors (FIIs)/Foreign Portfolio Investors (FPIs), members of foreign
nationality, etc., shall be subject to such approvals, if any, and to the extent necessary or required from the concerned authorities
including approvals from the Reserve Bank of India (“RBI”) under the Foreign Exchange Management Act, 1999 and the rules,
regulations framed thereunder, if any.
RESOLVED FURTHER THAT as required under the provision to Section 68(6) of the Act and Regulation 8(i)(b) of the Buyback
Regulations, the draft of the Declaration of Solvency prepared in the prescribed form and supporting affidavit, placed before the
meeting be and is hereby approved and Mr. Vijay K Thadani – Vice-Chairman & Managing Director and Mr. P Rajendran –
Joint Managing Director of the Company, be and are hereby authorized to finalize and sign the same, for and on behalf of the
Board, and the Company Secretary be and is hereby authorised to file the same with the ROC, the SEBI, or any other authority.
RESOLVED FURTHER THAT the Board do hereby confirm that they have made a full enquiry into the affairs and prospects of
the Company and have formed an opinion that:
(i) Immediately following the date of this Board Meeting and date on which the result of the postal ballot approving the
proposed Buyback offer shall be announced (“Postal Ballot Resolution”), there will be no grounds on which the
Company could be found unable to pay its debts.
7
(ii) As regards the Company’s prospects for the year immediately following the date of this Board Meeting as well as for
the year immediately following the date of Postal Ballot Resolution and having regard to Board’s intention with respect
to the management of the Company’s business during that year and to the amount and character of the financial
resources which will, in the Board’s view be, available to the Company during that year, the Company will be able to
meet its liabilities as and when they fall due and will not be rendered insolvent within a period of one year from the
date of this Board Meeting and also from the date of Postal Ballot Resolution.
(iii) In forming an opinion as aforesaid, the Board has taken into account the liabilities (including prospective and
contingent liabilities), as if the Company were being wound up under the provisions of the Act/Insolvency and
Bankruptcy Code, 2016, as amended from time to time.”
“RESOLVED FURTHER THAT the Board hereby confirms that:
(i) All the Equity Shares are fully paid-up;
(ii) The Company has not undertaken a buyback of any of its securities during the period of one year immediately preceding
the date of this Board meeting;
(iii) The Company shall not issue and allot any Equity Shares or other specified securities including by way of bonus, till
the date of expiry of Buyback period;
(iv) The Company, as per provisions of Section 68(8) of the Act, shall not make further issue of the same kind of equity
shares or other specified securities within a period of six months after the completion of the Buyback except by way of
bonus shares or equity shares issued to discharge subsisting obligations such as conversion of warrants, stock option
schemes, sweat equity or conversion of preference shares or debentures into equity shares (“subsisting obligations”);
(v) The Company shall not raise further capital for a period of one year from the expiry of the buyback period, except in
discharge of subsisting obligations;
(vi) The Company shall not buyback locked-in equity shares and non-transferable equity shares till the pendency of the
lock-in or till the equity shares become transferable;
(vii) The Company shall not buyback its Equity Shares from any person through negotiated deal whether on or off the stock
exchanges or through spot transactions or through any private arrangement in the implementation of the Buyback;
(viii) That the Company has been in compliance with Sections 92, 123, 127 and 129 of the Act;
(ix) That funds borrowed from Banks and Financial Institutions, if any, will not be used for the Buyback;
(x) The aggregate amount of the Buyback, that is Rs. 2,370,000,000 (Rupees Two Thousand Three hundred and Seventy
million only) does not exceed 25% of the total issued and paid-up equity share capital and free reserves of the Company
as per Audited Financial Statements as at and for the period ended March 31, 2020;
(xi) The maximum number of Equity Shares proposed to be purchased under the Buyback (up to 9,875,000 Equity Shares),
does not exceed 25% of the total number of equity shares in the total issued and paid-up equity share capital as per the
Audited Financial Statements as at and for the period ended March 31, 2020;
(xii) The Company shall not make any offer of buyback within a period of one year reckoned from the date of expiry of the
buyback period;
(xiii) There is no pendency of any scheme of amalgamation or compromise or arrangement pursuant to the provisions of the
Act, as on date;
(xiv) The ratio of the aggregate of secured and unsecured debts owed by the Company shall not be more than twice the paid-
up share capital and free reserves after the Buyback;
(xv) The Buyback shall be completed within a period of 1 year from the date of passing of special resolution by way of postal
ballot; the Company shall not withdraw the Buyback offer after the draft letter of offer is filed with the SEBI or the
public announcement of the offer of the Buyback is made, except where any event or restriction may render Company
unable to effect Buyback;
(xvi) The Company is not undertaking the Buyback to delist its Equity Shares or any other specified securities from the stock
exchanges;
(xvii) Consideration of the Equity Shares bought back by the Company will be paid only by way of cash ; and
(xviii) There are no defaults subsisting in the repayment of deposits, interest payment thereon, redemption of debentures or
interest payment thereon or preference shares or payment of dividend due to any shareholder or repayment of any term
loans or interest payable thereon to any financial institution or banks.
RESOLVED FURTHER THAT the Board do hereby authorise Mr. Vijay K Thadani – Vice-Chairman & Managing Director, Mr.
P Rajendran – Joint Managing Director, Mr. Sanjay Mal – Chief Financial Officer and Mr. Deepak Bansal – Company Secretary
of the Company severally, to exercise the following powers from time to time in relation and connection with the Buyback:-
8
(i) To seek all regulatory approvals and exemption, if any, including of the Securities and Exchange Board of India
(“SEBI”), Securities Exchange Commission (“SEC) and RBI for implementing the Buyback.
(ii) To decide the specified date/record date for the purpose of Buyback.
(iii) To appoint, authorize, enter into agreements with and issue necessary instructions to Merchant Banker(s), Registrar,
Custodians, advertising agencies, escrow agents, brokers, depository participants, tax consultants and all other
intermediaries, advisors, consultants etc. as may be required, desired or considered expedient for the implementation
of the Buyback including the payment of commission, brokerage, fee, charges etc. and enter into agreements/ letters in
respect thereof.
(iv) To enter into escrow arrangements as may be required in terms of the Buyback Regulations;
(v) To open, one or more bank accounts including escrow accounts and special accounts required, if any, and to enter into
agreements with and to give instructions to the bankers in connection therewith, to open, one or more depository
account / buyer broker account and to open special trading window account with both the BSE Limited and the National
Stock Exchange of India.
(vi) To authorize bankers to act upon the instructions of the Merchant Banker as required under the Buyback Regulations.
(vii) To prepare, finalize, sign and file/ issue Public Announcement, Draft Letter of Offer, Letter of Offer, Certificate of
declaration of solvency, applications with any regulator and all documents with respect to the Buyback (“Buyback
Offer Documents”) and any revision/ modification / amendment thereto in accordance with the Act or the Buyback
Regulations
(viii) To file copies of the Buyback Offer Documents and any revision thereto with SEBI, the stock exchanges and other
appropriate authorities within the timelines, as specified in the Act or the Buyback Regulations
(ix) To decide on opening date for commencing of offer for Buyback and closing date thereof within the timelines as specified
in the Act or the Buyback Regulations.
(x) To decide on the time-table from the opening of the Buyback offer till completion of post buyback offer activities
including the extinguishment of the shares.
(xi) Extinguishment of dematerialized shares filing of certificate of extinguishment required to be filed in connection with
the Buyback on behalf of the Company and/or the Board, as required under applicable law;
(xii) To affix the Common Seal of the Company on relevant documents required to be executed for the buyback of shares in
accordance with the provisions of the articles of association of the Company.
(xiii) To carry out management discussion and analysis on the likely impact of the Buy Back on the Company’s earnings,
public holdings, holdings of NRIs / FIIs, etc., promoters’ holdings and change in management structure.
(xiv) To issue, furnish and make disclosures, certificates, returns, confirmations etc. as may be required under the Act,
Buyback Regulations or other applicable law and to file such documents with the relevant authorities/ persons as may
be required under the Act, Buyback Regulations or other applicable law.
(xv) Obtaining all necessary certificates and reports from statutory auditors and other third parties as required under
applicable law.
(xvi) To deal with stock exchanges (including their clearing corporations) where the Equity Shares of the Company are
listed, and to sign, execute and deliver such documents as may be necessary or desirable in connection with
implementation of the Buyback using the “Mechanism for acquisition of shares through Stock Exchange” notified by
SEBI vide circular CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 as amended vide SEBI circular
CFD/DCR2/CIR/P/2016/131 dated December 9,2016, including any amendments thereof.
(xvii) To make and file ‘Compliance Certificate’ as required under the Act / Buyback Regulations.
(xviii) To prepare, finalize, sign and file/ issue the relevant Buyback Offer Documents before and after Buyback.
(xix) To verify offer / acceptances received
(xx) To finalize basis of acceptance
(xxi) To pay to the shareholders consideration for shares bought back pursuant to the Buyback.
(xxii) To issue rejection letters, if any.
(xxiii) To extinguish shares bought back within the time limit specified under the Buyback Regulations and to destroy share
certificates upon the completion of the Buy Back.
(xxiv) To file ‘Return of Buyback’ or any other form, report, returns, with Registrar and other statutory authorities within the
timelines, as specified in the Act or the Buyback Regulations.
9
(xxv) To maintain ‘Register of Securities bought back’ as per the format prescribed in the Act or the Buyback Regulations.
(xxvi) To take appropriate action for the removal of difficulties if any or settle and resolve any query and to decide on all
matters in connection with or incidental to, the implementation of the Buyback programme.
(xxvii) To authorize the merchant bankers, Registrar or other agencies appointed for the purpose of buyback to carry out any
of the above activities.
(xxviii) To give such directions as may be necessary or desirable and to settle any questions or difficulties whatsoever that may
arise in relation to the Buyback.
(xxix) To do all such acts, matters and things incidental or necessary in connection with the Buyback and sign and deliver
such documents as may be necessary, desirable or expedient.
RESOLVED FURTHER THAT the approval of the shareholders by postal ballot be sought and that the draft notice of Postal
Ballot as circulated to the Board be and is hereby approved.
RESOLVED FURTHER THAT Mr. Vijay K Thadani – Vice-Chairman & Managing Director, Mr. P Rajendran – Joint Managing
Director, Mr. Sanjay Mal – Chief Financial Officer and Mr. Deepak Bansal – Company Secretary of the Company be and are
hereby severally authorized to (i) finalise, sign and issue the notice for postal ballot, the accompanying explanatory statement
(ii) appoint an agency for providing the electronic platform for e-voting on suitable terms (iii) carry out all incidental activities
in connection with obtaining approval of the shareholders by a special resolution and (iv) do all such acts, deeds and things as
may be necessary to give effect to this resolution.
RESOLVED FURTHER THAT the Company will use the platform of both BSE Limited (“BSE”) and National Stock Exchange
of India Limited (“NSE”, together with BSE, “Stock Exchanges”) for the purpose of the Buyback and that BSE shall act as the
designated stock exchange for the purpose of Buyback.
RESOLVED FURTHER THAT nothing contained herein shall confer any right on any shareholder to offer and/or any obligation
on the Company or the Board or its authorised Official/ Committee to buyback any shares and/or impair any power of the
Company or the Board or authorised officials/the Committee to terminate any process in relation to such Buyback, if so
permissible by law.
Director, Mr. Sanjay Mal – Chief Financial Officer and Mr. Deepak Bansal – Company Secretary of the Company, be and are
hereby severally authorised to represent the Company before the Ministry of Corporate Affairs (‘MCA’), SEBI, SEC Stock
Exchanges or any other agencies connected with the Buyback offer of the Company and to sign and submit all forms, letters,
documents or other papers that may be required for the implementation of the Buyback.
Director, Mr. Sanjay Mal – Chief Financial Officer and Mr. Deepak Bansal – Company Secretary of the Company be and are
hereby severally authorized, to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary,
expedient, usual or proper in connection with the Buyback.
RESOLVED FURTHER THAT Mr. Deepak Bansal, Company Secretary, be and is hereby appointed as Compliance Officer
under the Buyback Regulations for the implementation of the Buyback.”
Unquote
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DETAILS OF THE BUYBACK
The Buyback has been authorized by a resolution of the Board on December 24, 2020, and the Equity Shareholders have
approved the Buyback by a special resolution passed on February 10, 2021 through postal ballot via remote e-voting in
accordance with the provisions of Section 110 of Companies Act and Rule 22 of the Management Rules read with MCA
circulars, the results of which were declared on February 12, 2021. The details of the Buyback are provided below:
Name of the Company NIIT Limited

Maximum number of Equity Shares proposed to be bought Up to 9,875,000 (Nine Million Eight Hundred and Seventy
back Five Thousand) Equity Shares
Number of Equity Shares as a percentage of the existing paid- Up to 6.978 % of the total issued and paid-up Equity Share
up Equity Share capital of the Company capital of the Company as per the Audited Financial
Statements.
Buyback Price Rs. 240/- (Rupees Two Hundred and Forty Only) per Equity
Share
Applicable regulations of SEBI and provisions of the The Buyback is being undertaken in terms of Buyback
Companies Act, 2013 in accordance with which the Buyback Regulations, Sections 68, 69, 70 and any other applicable
is made provisions of the Companies Act, 2013 and the rules made
thereunder.
Methodology for the Buyback The Buyback is being undertaken through the Tender Offer
process prescribed under the Buyback Regulations
Maximum amount to be used towards the Buyback and its Up to Rs. 2,370 million (Rupees Two Thousand Three
percentage with respect to the net worth of the Company Hundred and Seventy Million only) being up to 24.96% and
23.23% of the total issued and paid-up Equity Share capital
and free reserves of the Company as per the audited
consolidated and standalone financial statements,
respectively, of the Company as at and for the year ended
March 31, 2020 . This does not include Transaction Costs.
Shareholding of the Promoter and Promoter Group and its For details, please see the section entitled “Capital Structure
percentage with respect to the total paid-up Equity Share and Shareholding Pattern” on page 17.
capital of the Company
Intention of the Promoter and Promoter Group of the The Promoter and Promoter Group of the Company have
Company to participate in the Buyback expressed their intention to participate in the Buyback and
tender up to an aggregate of 1,713,468 Equity Shares. For
further details, please see the section entitled “Management
Discussion and Analysis of the Likely Impact of the Buyback
on the Company” on page 13.
Promoter’s and Promoter Group’s shareholding after the For details, please see the section entitled “Capital Structure
Buyback and Shareholding Pattern” on page 17.
Other details The Company has received approval dated March 24, 2021
from the SEC granting an exemption from Exchange Act Rule
14e-1(a) and permitting the Company to keep the buyback
offer open for a fixed period of 10 working days, as per the
Buyback Regulations.
We confirm that post Buyback non-promoter shareholding shall not fall below the minimum level as specified under the LODR
Regulations.
11
DETAILS OF THE PUBLIC ANNOUNCEMENT
In accordance with the provisions of Regulation 7(i) of the Buyback Regulations, the Company has made a Public Announcement
dated February 15, 2021 in relation to the Buyback which was published on February 16, 2021 in all editions of (i) Financial Express,
an English national daily newspaper and (ii) Jansatta, a Hindi national daily newspaper, each with wide circulation (Hindi also
being the regional language of the place where our Registered Office is situated), which was issued within two Working Days
from the date of declaration of results of postal ballot for special resolution i.e. February 12, 2021 approving the Buyback.
The Company will publish further notices or corrigenda to or relating to the Public Announcement, if any, in the abovementioned
newspapers.
A copy of the Public Announcement is available on the website of the Company at www.niit.com, on the website of SEBI at
www.sebi.gov.in, on the website of BSE at www.bseindia.com and on the website of NSE at www.nseindia.com.
AUTHORITY FOR THE BUYBACK
The Buyback is being undertaken by the Company in accordance with Article 120 of the Articles, the provisions of Sections 68,
69, 70 and other applicable provisions of the Companies Act, 2013 and rules made thereunder, LODR Regulations and the
Buyback Regulations. The Buyback is subject to such other approvals, and permissions, as may be required from statutory,
regulatory or governmental authorities as may be required under applicable law, including SEBI, and the Stock Exchanges. The
Buyback has been duly authorised by a resolution of the Board passed in its meeting held on December 24, 2020
The Equity Shareholders have approved the Buyback by a special resolution passed on February 10, 2021 through postal ballot
via remote e-voting in accordance with the provisions of Section 110 of Companies Act, 2013, Rule 22 of Management Rules
and MCA circulars, the results of which were declared on February 12, 2021.
OBJECTIVE/ NECESSITY OF THE BUYBACK
The Buyback is a capital allocation decision taken by the Company for the following reasons:
i. The Buyback is being done to return surplus funds, after taking into account the cash required for strategic investments
and operations of the Company in the short to medium term and for maintaining sufficient liquidity on balance sheet given
the uncertainty caused by the pandemic;
ii. The Buyback would help to improve financial ratios, including return on equity and earnings per share, due to reduction
in the equity capital, leading to increase in long term value for shareholders.
12
MANAGEMENT DISCUSSION AND ANALYSIS OF THE LIKELY IMPACT OF THE BUYBACK ON THE
COMPANY
1. We believe that the Buyback is not likely to cause any material impact on the profitability or earnings of the Company
except to the extent of reduction in the amount available for investment, which the Company could have otherwise deployed
towards generating investment income. In the event there is 100% acceptance of the Equity Shares tendered in the Buyback
from Eligible Shareholders on a proportionate basis, the funds deployed by the Company towards the Buyback would be
Rs. 2,370 million (Rupees Two Thousand Three Hundred and Seventy Million only), excluding the taxes and other
Transaction Costs.
2. In terms of the Buyback Regulations, under the Tender Offer route, the Promoter and Promoter Group of the Company
have an option to participate in the Buyback. In this regard, the following persons/entities of the Promoter and Promoter
Group have expressed their intention to participate in the Buyback and offer upto an aggregate of 1,713,468 Equity Shares
or such lower number of shares in compliance with the Buyback Regulations:
Sr. No. Name Number of Equity Shares held Number of Equity Shares intended to be
tendered
1. Thadani Family Trust 23,830,065 835,836
2. Pawar Family Trust 23,280,989 835,345
3. Mr. Arvind Thakur 606,508 42,287
3. The required details of the date and price of acquisition of the Equity Shares that the Promoter and Promoter Group intend
to be tendered are set out below:
Name Date of Nature of Number of Equity Cost of Acquisition per Face Value per
Transaction Transaction/ Mode of Shares intended to Equity Share Equity Share
Acquisition be tendered (in Rs.) (in Rs.)
Thadani December Pursuant to the Scheme 835,836 0.035 2.00
Family Trust 28, 2018 of Amalgamation#
Pawar December Pursuant to the Scheme 835,345 0.036 2.00
Family Trust 28, 2018 of Amalgamation#
Mr. Arvind September Bonus Issue 42,287 Nil 2.00
Thakur 3, 2007
# Pursuant to Scheme of Amalgamation (“Scheme”) for transfer and vesting of PIPL Management Consultancy and Investment Private
Limited (“Amalgamating Company 1”) and Global Consultancy and Investment Private Limited (“Amalgamating Company 2”) into NIIT
Limited (“Amalgamated Company”/ “Company”), as sanctioned by Hon’ble National Company Law Tribunal, New Delhi Bench vide its
Order dated November 12, 2018 :
- 25,366,521 equity shares held by Amalgamating Company 1 in the Company stand cancelled and equivalent number of equity shares
were allotted by the Company to the shareholder of Amalgamating Company 1 i.e. Pawar Family Trust.
- 25,915,838 equity shares held by Amalgamating Company 2 in the Company stand cancelled and equivalent number of equity shares
were allotted by the Company to the shareholder of Amalgamating Company 2 i.e. Thadani Family Trust.
4. Assuming full acceptance of Equity Shares in the Buyback as per the Buyback Entitlement and subject to the intention
expressed, the aggregate percentage shareholding of the Promoter and Promoter Group of the Company after the Buyback
may change, from 34.146% (the shareholding as on the date of Public Announcement and as on Record Date) to 35.400%
of the post Buyback Equity Share capital of the Company.
5. Assuming full acceptance of Equity Shares in the Buyback, the aggregate percentage shareholding of the public after the
Buyback may change from 65.854% (the shareholding as on the date of Public Announcement and as on Record Date) to
64.600% of the post Buyback Equity Share capital of the Company.
6. The Buyback shall not result in a change in control or otherwise affect the existing management structure of the Company.
7. Pursuant to the Buyback, the change in the percentage shareholding of Non-Resident Shareholders, Indian financial
institutions, banks and the others, may undergo a change. For details, please see the section entitled “Capital Structure and
Shareholding Pattern” on page 17.
8. Post completion of the Buyback, the debt-equity ratio of the Company, both on a standalone basis and a consolidated basis
will not be greater than twice the aggregate of the total paid-up Equity Share capital and free reserves, as of the Audited
Financial Statements.
9. The Company shall not raise further capital for a period of one year or any such period as may be stipulated by SEBI, from
13
the expiry of the Buyback Period, except in discharge of subsisting obligations;
10. The Buyback shall not result in delisting of the Equity Shares from the Stock Exchanges.
11. We believe that the Buyback is not expected to have any adverse impact on the Company’s business in ordinary course,
growth opportunities for the Company or on any future growth opportunities which the Company pursues.
12. The Company shall not issue new shares or other specified securities including by way of a bonus issue till the expiry of
the Buyback Period.
13. The Promoter and Promoter Group and their associates shall not deal in the Equity Shares of the Company, including any
inter se transfer of shares amongst the Promoter and Promoter Group for the period between the date of passing of the
special resolution and the date of the closure of the Buyback in accordance with the Buyback Regulations.
14. Salient financial parameters pursuant to the Buyback based on the Audited Financial Statements of the Company, i.e. as
on March 31, 2020 are as under:
Parameter (based on Audited Financial Consolidated Standalone

Statements as at and for the year ended
March 31, 2020 Pre Buyback Post buyback(7) Pre Post
Buyback buyback(7)
Net worth (Rs. in Lakhs) (1) 96,292 72,592 103,371 79,671
(2)
Return on net worth (%) 137.86 182.87 132.37 171.75
Basic Earnings Per Equity Share (Rs.) (3) 82.87 88.31 85.42 91.03
(4)
Book Value Per Equity Share (Rs.) 68.05 55.15 73.05 60.52
Price / Earnings ratio (times) (5) 0.99 0.93 0.96 0.90
Debt Equity ratio (times) (6) 0.09 0.12 0.02 0.03
Notes:
(1) Net Worth includes Equity Share Capital, Security Premium, Employees Stock Option Outstanding, General Reserve and Retained
Earnings but excludes capital reserve, capital redemption reserve, hedging reserve, foreign currency translation reserve and share
application money pending allotment (if any)
(2) In case of consolidated financial parameters, Return on Net worth = Net Profit for the period/year attributable to owners of NIIT Limited
/ Net worth at the end of relevant period and in case of standalone financial parameters, Return on Net worth = Net Profit after tax of
relevant period / Net worth at the end of relevant period.
(3) In case of consolidated financial parameters, Basic Earnings per Share = Net Profit for the period/year attributable to owners of NIIT
Limited / Weighted average number of Equity Shares outstanding during the period/year and in case of standalone financial parameters,
Basic Earnings per Share = Net Profit attributable to equity shareholders / Weighted average number of Equity Shares outstanding during
the period/year
(4) Book Value per Share = Net worth at the end of relevant period / Number of shares outstanding at the end of relevant period
(5) Price/Earnings ratio is calculated as closing market price of the Equity Share on NSE on the last trading day of the relevant period,
divided by Earnings Per Equity Share for the relevant period on pre and post Buyback basis.
(6) Debt/ Equity Ratio = Total Debt / Net Worth. Total Debt includes non- current borrowings (including current maturities), current
borrowings, deferred payment liabilities, working capital loans and cash credit
(7) The post-Buyback numbers are calculated by reducing the net worth by the proposed Buyback amount (assuming full acceptance),
without factoring in tax on buy back of shares and any impact in the statement of profit & loss.
14
BASIS OF CALCULATING THE BUYBACK PRICE
The Equity Shares of the Company are proposed to be bought back at a price of Rs. 240 /- (Rupees Two Hundred and Forty
only) per Equity Share. The Buyback Price has been arrived at after considering various factors including, but not limited to the
trends in the volume weighted average prices and closing price of the Equity Shares on the Stock Exchanges, where the Equity
Shares of the Company are listed.
The Buyback Price represents:
(i) Premium of 39.13% and 38.29% over the closing price of the Equity Share on BSE and NSE, respectively , as on
December 21, 2020, being the date on which the Company intimated to the Stock Exchanges of the date of the Meeting
of the Board of Directors, wherein proposal of the Buyback was considered.
(ii) Premium of 33.87% and 33.90% to the volume weighted average market price of the Equity Share on BSE and NSE,
respectively, during the two weeks preceding the date of intimation to the Stock Exchanges of the date of the Meeting of
the Board of Directors wherein proposal of the Buyback was considered.
(iii) Premium of 33.37% and 33.46% to the volume weighted average market price of the Equity Share on BSE and NSE,
respectively, during the one month preceding the date of intimation to the Stock Exchanges of the date of the Meeting of
the Board of Directors wherein proposal of the Buyback was considered.
(iv) Premium of 47.81% and 46.40% to the volume weighted average market price of the Equity Share on BSE and NSE,
respectively, during the two months preceding the date of intimation to the Stock Exchanges of the date of the Meeting
of the Board of Directors wherein proposal of the Buyback was considered.
(v) Premium of 19.76% and 19.73% over the closing price of the Equity Share on BSE and NSE, respectively, as on December
24, 2020, being the date of the Meeting of the Board of Directors wherein proposal of the Buyback was considered.
SOURCES OF FUNDS FOR THE BUYBACK
Assuming full acceptance, the funds for the implementation of the proposed Buyback will be sourced out of the free reserves of
the Company (retained earnings) and/or such other source as may be permitted by the Buyback Regulations or the Companies
Act, 2013.
The funds borrowed, if any, from banks and financial institutions will not be used for the Buyback.
The Company shall transfer from its free reserves, a sum equal to the nominal value of the Equity Shares so bought back to the
Capital Redemption Reserve Account and details of such transfer shall be disclosed in its subsequent audited financial
statements.
15
DETAILS OF THE ESCROW ACCOUNT AND THE AMOUNT TO BE DEPOSITED THEREIN
In accordance with Regulation 9(xi) of the Buyback Regulations, an Escrow Agreement has been entered into amongst the
Company, the Manager and the Escrow Agent
In accordance with the Buyback Regulations and pursuant to the Escrow Agreement dated March 31, 2021 an Escrow Account
has been opened in the name and style “ NIIT LIMITED BUYBACK 2021 ESCROW ACCOUNT” bearing account number
000405126750 with the Escrow Agent, namely, ICICI BANK LIMITED having its registered office situated at ICICI Bank
Towers, near Chakli Circle, Old Padra Road, Gujarat – 390015, India,and acting through its Corporate Office at Capital Market
Division, 122, 1st Floor, Mistry Bhavan, Dinshaw Vaccha Road, Backbay Reclamation, Churchgate, Mumbai - 400020 . The
Company will deposit Rs. 387.00 million in the Escrow Account, on or before Buyback Opening Date in terms of the Buyback
Regulations. The Manager is empowered to operate the Escrow Account in accordance with the Buyback Regulations.
In accordance with Regulation 10 of the Buyback Regulations, the Company shall immediately after the closure of the
Tendering Period deposit the amount of consideration payable to Eligible Shareholders in a special escrow account with the
Escrow Agent. Such consideration would be the aggregate of 90% of the amount lying in the Escrow Account and the balance
amount payable to the Eligible Shareholders, and will constitute the entire sum due and payable as consideration for the
Buyback in terms of the Buyback Regulations.
The Company has adequate and firm financial resources to fund its obligations under the Buyback. Bansi S. Mehta & Co.,
Chartered Accountants has certified through letter dated February 15, 2021 that the Company has adequate funds for the
purposes of the Buyback. The details of the independent chartered accountant are as follows:
Name: Bansi S. Mehta & Co., Chartered Accountants

Complete Address: Metro House, 3rd Floor, M. G. Road, Dhobi Talao, Mumbai - 400 020
Firm registration number: 100991W
Telephone number: 022 22014922 / 22004002 / 22004008
Name of the Partner: Mr. Ankit Agrawal
Membership number of Chartered Accountant: 131266
Based on the aforementioned certificate, The Manager has ensured and satisfied itself about the ability of the Company to
implement the Buyback in accordance with the Buyback Regulations and that firm arrangements for fulfilling the obligations
under the Buyback are in place.
16
CAPITAL STRUCTURE AND SHAREHOLDING PATTERN
Authorized, issued, subscribed and paid-up capital of the Company
1. The capital structure of the Company (as on date of Public Announcement) and after the Buyback is as follows:
(In Rs.)
Aggregate value at
face value
A AUTHORISED EQUITY SHARE CAPITAL
411,000,000 Equity Shares of Rs. 2/- each 822,000,000
2,500,000 Redeemable Preference Shares of Rs. 100/- each 250,000,000
350,000,000, 8.5% Cumulative Redeemable Preference Shares of Re. 1/- each 350,000,000
Total 1,422,000,000
#
B ISSUED EQUITY SHARE CAPITAL BEFORE THE BUYBACK
142,350,984 Equity Shares of face value of Rs. 2 each 284,701,968
C SUBSCRIBED AND PAID-UP EQUITY SHARE CAPITAL BEFORE THE BUYBACK

142,344,984 Equity Shares of face value of Rs. 2 each 284,689,968
D #ISSUED EQUITY SHARE CAPITAL AFTER THE BUYBACK

132,475,984 Equity Shares of face value of Rs. 2 each* 264,951,968
E SUBSCRIBED AND PAID-UP EQUITY SHARE CAPITAL AFTER THE BUYBACK

132,469,984 Equity Shares of face value of Rs. 2 each * 264,939,968
# includes 6000 equity shares forfeited
*Assuming full acceptance of 9,875,000 Equity Shares in the Buyback.
Confirmations
1. The details of buyback programmes undertaken by the Company in the last 3 (three) years are given below:
Sr Equity Shares Bought

Opening Date Closing Date Method of Buyback
No back
1 November 25, 2019 December 6, 2019 Tender Offer 26,800,000
2. As on the date of the Public Announcement, the Company confirms that there are no partly paid-up Equity Shares or calls
in arrears.
3. There are no outstanding instruments convertible into Equity Shares except for 5,637,204 NIIT Employee Stock Options
Plan 2005 granted by the Company as at February 15, 2021.
4. There is no pending scheme of amalgamation or compromise or arrangement pursuant to the provisions of the Companies
Act, 2013.
5. The Company confirms that it shall not issue, including through a bonus issue, Equity Shares or any other specified
securities, till the date of expiry of Buyback period in accordance with Regulation 24(i)(b) of the Buyback Regulations.
Shareholding pattern of the Company
The shareholding pattern of the Company before the Buyback (as on the date of the Public Announcement) and after the Buyback
is provided below:
Particulars Pre- Buyback Post- Buyback *

No. of Percentage of No. of Percentage of
Equity present Equity Equity post- Buyback
Shares Share capital (%) Shares Equity Share
capital (%)
Promoter and Promoter Group 48,604,637 34.146 46,893,993 35.400
17
Foreign Investors (including Non Resident 35,006,732 24.593 85,575,991 64.600
Indians/ Foreign Mutual Funds)
Financial Institutions/ Banks & Mutual 15,395,691 10.816
Funds promoted by Banks/Institutions
Others (Public, Bodies Corporate, HUF, Clearing 43,337,924 30.445
Members, IEPF, Trusts etc. not in above)
TOTAL 142,344,984 100.000 132,469,984 100.00
*Assuming full acceptance of 9,875,000 Equity Shares in the Buyback, as per the Buyback Entitlement and subject to the intention
expressed by the Promoter and Promoter Group.
Shareholding of the Promoter, Promoter Group and persons in control, Directors/Trustees of companies/trust forming
part of the Promoter and Promoter Group and Directors and Key Managerial Personnel of the Company
1. The shareholding pattern of the Promoter, Promoter Group and persons in control as on the date of the Public
Announcement and after the Buyback is provided in Table A as given below:
Table A:
Percentage of
No. of Equity
S. No. of Equity post- Buyback
Name of the Promoter Shareholding (%) Shares post-
No. Shares held Equity Share
Buyback*
capital (%)*
1. Thadani Family Trust (through
2,38,30,065 16.741 2,29,94,229 17.358
its Trustee)
2. Pawar Family Trust (through
2,32,80,989 16.355 2,24,45,644 16.944
its Trustee)
3. Mr. Arvind Thakur 6,06,508 0.426 5,67,045 0.428
4. Mrs. Neeti Pawar jointly with
4,27,326 0.300 4,27,326 0.323
Mr. Rajendra Singh Pawar
5. Mr. Rajendra Singh Pawar
1,55,000 0.109 1,55,000 0.117
jointly with Mrs. Neeti Pawar
6. Ms. Urvashi Pawar 56,250 0.040 56,250 0.042
7. Ms. Unnati Pawar 56,242 0.040 56,242 0.042
8. Mr. Udai Pawar 7,500 0.005 7,500 0.006
9. R S Pawar- HUF 2,527 0.002 2,527 0.002
10. Mr. Vijay Kumar Thadani
jointly with Mrs. Renuka Vijay 1,55,000 0.109 1,55,000 0.117
Thadani
11. Mrs. Renuka Vijay Thadani
jointly with Mr. Vijay Kumar 1,000 0.001 1,000 0.001
Thadani
12. V K Thadani- HUF 2,527 0.002 2,527 0.002
13. Ms. Rasina Uberoi 15,464 0.011 15,464 0.012
14. Ms. Santosh Dogra 1,687 0.001 1,687 0.001
15. Ms. Renu Kanwar jointly with
2,339 0.002 2,339 0.002
Ms. Vandana Katoch
16. Ms. Janki Jamwal jointly with
652 0.000 652 0.000
Ms. Neeti Pawar
562 0.000 562 0.000
Mr. Pramod Singh Jamwal
18
Percentage of
No. of Equity
S. No. of Equity post- Buyback
Name of the Promoter Shareholding (%) Shares post-
No. Shares held Equity Share
Buyback*
capital (%)*
562 0.000 562 0.000
Ms. Keerti Katoch
19. Mr. Kailash K Singh jointly
750 0.001 750 0.001
with Mr. Yogesh Singh
20. Mr. Chablani Vinod jointly
with Ms. Rubika Vinod 1,687 0.001 1,687 0.001
Chablani
21. Pace Industries Private Limited - 0.000 - 0.000
22. Global Solutions Private
- 0.000 - 0.000
Limited
Total 4,86,04,637 34.146 4,68,93,993 35.400
*Assuming full acceptance of 9,875,000 Equity Shares in the Buyback;, and acceptance of shares who have expressed their intention to
participate, as per the Buyback Entitlement and subject to the intention expressed.
2. The aggregate shareholding of the directors of the companies and/or the trustees of the trusts forming a part of the
Promoter and promoter group of our Company as on the date of the Public Announcement is provided below:
Name of Company/ Trust
forming part of Promoter Number of
Name of Director/ Trustee % Shareholding
and Promoter Group Equity Shares Held
Mr. Vijay Kumar Thadani As mentioned in Table A hereinabove
Thadani Family Trust
Mrs. Renuka Vijay Thadani As mentioned in Table A hereinabove
Mr. Rajendra Singh Pawar As mentioned in Table A hereinabove
Pawar Family Trust
Mrs. Neeti Pawar As mentioned in Table A hereinabove
Mr. Rajendra Singh Pawar As mentioned in Table A hereinabove
Pace Industries Private Limited
Mr. Kawaljit Singh Nil
Mr. Vijay Kumar Thadani As mentioned in Table A hereinabove
Global Solutions Private Limited
Mr. Kawaljit Singh Nil
3. The aggregate shareholding of the Directors and Key Managerial Personnel of our Company as on the date of the
Public Announcement is provided below:
Sr. No. Name No. of Equity Shares Percentage of Equity Share

capital (%)
1 Mr. Rajendra Singh Pawar As mentioned in Table A hereinabove
2 Mr. Vijay Kumar Thadani As mentioned in Table A hereinabove
a
3 Mr. Parappil Rajendran 473,556 0.333
4 Ms. Geeta Mathur - -
5 Mr. Anand Sudarshan - -
b
6 Mr. Ravinder Singh 894 0.001
7 Mr. Ashish Kashyap - -
8 Mr. Sapnesh Kumar Lallac 254,729 0.179
d
9 Mr. Sanjay Mal 97,984 0.069
e
10 Mr. Deepak Bansal - -
a. Includes 7,537 and 1,117 Equity Shares jointly held with Mrs. Sudha Rajendran as first and second holder, respectively; Also, Mr.
Parappil Rajendran and Mrs. Sudha Rajendran are holding Directorships and majority shareholding of Pace Education and Financial
19
Services Private Limited, which holds 879,083 Equity Shares (0.618%) in the Company. Also holds 416,700 ESOP grants under
Company’s employees stock option plan, granted from time to time.
b. Includes 613 and 281 Equity Shares jointly held with Mrs. Tini Singh as first and second holder, respectively.
c. Also holds 1,200,000 ESOP grants under Company’s employees stock option plan, granted from time to time.
d. Also holds 290,000 ESOP grants under Company’s employees stock option plan, granted from time to time.
e. Holds 20,000 ESOP grants under Company’s employees stock option plan, granted from time to time.
Purchase/ sale of Equity Shares by the Promoter, Promoter Group and persons in control, Directors/ Trustees of
companies/trust forming part of the Promoter and Promoter Group and Directors and Key Managerial Personnel of the
Company
1. The aggregate number of Equity Shares, purchased or sold by the Promoter and Promoter Group and persons in control,
Directors/Trustees of companies/trust forming part of the Promoter and Promoter Group and Directors and Key
Managerial Personnel of the Company during the period of twelve months preceding the date of the Public
Announcement, along with the maximum and minimum price at which such purchases and sales were made along with
the relevant dates are provided below:
Name Aggregate No. of Nature of Transaction Maximum Price Date of Minimum Date of
Equity Shares per Equity Maximum Price per Minimum
purchased or sold Share (Rs.) Price Equity Price
Share (Rs.)
Mr. Parappil 83,300 Shares of Rs. 2/- each 35.40* May 1, 35.40* May 1, 2020
Rajendran allotted under ESOP Plan 2020
2005 on May 1, 2020
Mr. Sapnesh 53,500 Shares of Rs 2/- each August 5, August 5, 2020
Kumar Lalla 41.60* 41.60*
allotted under ESOP Plan 2020
2005 on August 5, 2020
Mr. Sanjay Mal 25,000 Shares of Rs 2/- each 52.15* January 26, 52.15* January 26,
allotted under ESOP Plan 2021 2021
26,800 2005 on January 26, 2021 35.40* January 26, 35.40* January 26,
2021 2021
*Price at which ESOP grant was made by the Company
20
BRIEF INFORMATION OF THE COMPANY
History of the Company:
NIIT Limited having CIN L74899DL1981PLC015865, was initially incorporated as a private company under the Companies
Act, 1956 on December 2, 1981 and was changed to public limited company vide fresh certificate of incorporation dated
November 16, 1990 issued by the Registrar of Companies, National Capital Territory of Delhi and Haryana. NIIT Limited has
its registered office at 8, Balaji Estate, First Floor, Guru Ravi Das Marg, Kalkaji, New Delhi.
NIIT Limited is a leading Skills and Talent Development Company which has two main lines of business - Corporate Learning
Group and Skills & Careers Group. With a footprint in over 30 countries, these business lines, offer training and development
solutions to Enterprises, Individuals and Institutions.
Business growth /Financial Performance of the Company:
On a consolidated basis
a) For the nine months period ended December 31, 2020 and for the financial years ended March 31, 2020, March 31, 2019
and March 31, 2018 the Company reported total income (including other income) of Rs. 75,332 Lakhs, Rs. 100,598 Lakhs,
Rs. 87,136 Lakhs and Rs. 85,909 Lakhs, respectively.
b) Further, for the nine months period ended December 31, 2020 and for the financial years ended March 31, 2020, March
31, 2019 and March 31, 2018, Net Profit after tax for the period/year for the Company was Rs. 9,671 Lakhs, Rs. 132,718
Lakhs, Rs. 8,720 Lakhs and Rs. 6,368 Lakhs, respectively.
On standalone basis
a) For the nine months period ended December 31, 2020 and for the financial years ended March 31, 2020, March 31, 2019
and March 31, 2018 the Company reported total income (including other income) of Rs. 35,323 Lakhs, Rs. 54,956 Lakhs,
Rs. 43,766 Lakhs and Rs. 41,299 Lakhs, respectively.
b) Further, for the nine months period ended December 31, 2020 and for the financial years ended March 31, 2020, March
31, 2019 and March 31, 2018, Net Profit after tax for the period/year for the Company was Rs. 4,225 Lakhs, Rs. 136,836
Lakhs, Rs. 2,550 Lakhs and Rs. 515 Lakhs, respectively.
For salient features of the financial information of the Company for last three financial years as at and for the financial year
ended March 31, 2020, March 31, 2019 and March 31, 2018 and as at and for the nine months period ended December 31, 2020
on consolidated as well as standalone basis, please refer the section “Financial Information of the Company” on page 35.
Equity Share Capital History of the Company:
The history of the equity share capital of the Company since incorporation is detailed in the following table:
Date of allotment / Number of Face Issue Nature of Nature of Cumulative Cumulative

Date of equity value price per consideration transaction number of equity paid-up
Extinguishment shares per equity shares
equity share equity share
capital (Rs.)
share (Rs.)
(Rs.)
Incorporation 2 100 100 Cash Subscription to 2 200
(December 2, 1981) Memorandum of
Association
24 June 1982 10,732 100 100 Cash Allotment 10,734 10,73,400
22 April 1983 360 100 100 Cash Allotment 11,094 11,09,400
03 October 1984 400 100 100 Cash Allotment 11,494 11,49,400
04 September, 1985 300 100 100 Cash Allotment 11,794 11,79,400
14 November, 1986 100 100 100 Cash Allotment 11,894 11,89,400

01 April 1988 11,894 100 100 Other than cash Bonus issue of share 23,840 23,84,000
in the ratio of 1:1
21
capital (Rs.)
share (Rs.)
(Rs.)
25 May 1989 1 100 100 Cash Allotment 23,893 23,89,300
20 November, 1992 100 10 NA Sub-division (Face 2,38,930 23,89,300
Value Rs. 100 to Rs.
10)
20 November, 1992 1,33,32,294 10 NA Other than Bonus issue of share 1,35,71,224 13,57,12,240
in the ratio of 55.8
Cash shares for every 1
share held
15 March 1993 36,07,500 10 50 NA Initial Public Issue 1,71,78,724 17,17,87,240
27 June 1995 85,88,612 10 NA Other than Cash Bonus issue of share 2,57,67,386 25,76,73,860
in the ratio of 1 share
for every 2 shares
held
20 May, 1996 -1,200* NA NA Forfeiture of Shares 2,57,66,186 25,76,61,860
31 March 1999 1,28,83,093 10 NA Other than cash Bonus issue of share 3,86,49,279 38,64,92,790
in the ratio of 1 share
for every 2 shares
held
20 July 2004 1,93,24,639 10 NA NA Pursuant to the 1,93,24,639 19,32,46,390
Scheme of
Arrangement, then
existing share capital
was reorganised
18 August 2006 13,950 10 180 Cash Shares Allotted 1,93,38,589 19,33,85,890
under ESOP
04 September, 2006 28,271 10 180 Cash Shares Allotted 1,93,72,860 19,37,28,600
under ESOP
6,000 10 237 Cash
20 September, 2006 26,600 10 180 Cash Shares Allotted 1,93,99,460 19,39,94,600
under ESOP
10 October 2006 6,450 10 180 Cash Shares Allotted 1,94,05,910 19,40,59,100
under ESOP
under ESOP
500 10 237 Cash
17 November, 2006 16,700 10 180 Cash Shares Allotted 1,94,32,310 19,43,23,100
under ESOP
07 December, 2006 20,880 10 180 Cash Shares Allotted 1,94,53,190 19,45,31,900
under ESOP
02 January 2007 22,550 10 180 Cash Shares Allotted 1,94,77,240 19,47,72,400
under ESOP
1,500 10 237 Cash
19 January 2007 8,150 10 180 Cash Shares Allotted 1,94,85,390 19,48,53,900
under ESOP
01 February 2007 22,800 10 180 Cash Shares Allotted 1,95,08,190 19,50,81,900
under ESOP
16 February 2007 13,160 10 180 Cash Shares Allotted 1,95,21,350 19,52,13,500
under ESOP
02 March 2007 3,670 10 180 Cash Shares Allotted 1,95,25,020 19,52,50,200
under ESOP
22
capital (Rs.)
share (Rs.)
(Rs.)
under ESOP
under ESOP
2,100 10 237 Cash
under ESOP
2,600 10 237 Cash
under ESOP
9,100 10 237 Cash
31 May 2007 21,88,000 10 200 Cash Conversion of FCCB 2,19,43,206 21,94,32,060
into Equity Shares
11 July 2007 4,440 10 180 Cash Shares Allotted 2,19,47,646 21,94,76,460
under ESOP
08 August 2007 150 10 180 Cash Shares Allotted 2,19,47,796 21,94,77,960
under ESOP
03 September, 2007 10,97,38,980 NA NA NA Split of face value 10,97,38,980 21,94,77,960
from Rs. 10 to Rs. 2
03 September, 2007 5,48,69,490 NA NA Other than Bonus issue of share 16,46,08,470 32,92,16,940
in the ratio of 2:1
Cash
28 November, 2007 750 2 24 Cash Shares Allotted 16,46,09,220 32,92,18,440
under ESOP
under ESOP
under ESOP
under ESOP
under ESOP
under ESOP
12 November, 2008 79,250 2 24 Cash Shares Allotted 16,49,50,986 32,99,01,972
under ESOP
under ESOP
under ESOP
10 August 2009 34,125 2 31.60 Cash Shares Allotted 16,50,95,597 33,01,91,194
under ESOP
01 July 2013 25,000 2 2.00 Cash Shares Allotted 16,51,20,597 33,02,41,194
under ESOP
15 November, 2013 25,000 2 2.00 Cash Shares Allotted 16,51,45,597 33,02,91,194
under ESOP
under ESOP
01 October 2015 3,530 2 72.20 Cash Shares Allotted 16,51,74,127 33,03,48,254
under ESOP
33,300 2 35.40 Cash 16,52,07,427 33,04,14,854
23
capital (Rs.)
share (Rs.)
(Rs.)
under ESOP
1,390 2 72.20 Cash 16,52,10,957 33,04,21,914
3,530 2 72.20 Cash 16,52,14,487 33,04,28,974
26,666 2 49.75 Cash 16,52,41,153 33,04,82,306
1,390 2 72.20 Cash 16,52,42,543 33,04,85,086
1,000 2 72.20 Cash 16,52,43,543 33,04,87,086
1,390 2 72.20 Cash 16,52,44,933 33,04,89,866
3,530 2 72.20 Cash 16,52,48,463 33,04,96,926
2,140 2 72.20 Cash 16,52,50,603 33,05,01,206
3,530 2 72.20 Cash 16,52,54,133 33,05,08,266
2,140 2 72.20 Cash 16,52,56,273 33,05,12,546
under ESOP
3,530 2 72.20 Cash 16,52,92,803 33,05,85,606
7,300 2 72.20 Cash 16,53,00,103 33,06,00,206
3,530 2 72.20 Cash 16,53,03,633 33,06,07,266
1,390 2 72.20 Cash 16,53,05,023 33,06,10,046
2,140 2 72.20 Cash 16,53,07,163 33,06,14,326
1,390 2 72.20 Cash 16,53,08,553 33,06,17,106
2,140 2 72.20 Cash 16,53,10,693 33,06,21,386
3,530 2 72.20 Cash 16,53,14,223 33,06,28,446
1,000 2 72.20 Cash 16,53,15,223 33,06,30,446
1,390 2 72.20 Cash 16,53,16,613 33,06,33,226
1,390 2 72.20 Cash 16,53,18,003 33,06,36,006
3,530 2 72.20 Cash 16,53,21,533 33,06,43,066
1,000 2 72.20 Cash 16,53,22,533 33,06,45,066
2,140 2 72.20 Cash 16,53,24,673 33,06,49,346
2,140 2 72.20 Cash 16,53,26,813 33,06,53,626
26,600 2 35.40 Cash 16,53,53,413 33,07,06,826
1,390 2 72.20 Cash 16,53,54,803 33,07,09,606
7,300 2 72.20 Cash 16,53,62,103 33,07,24,206
10,500 2 72.20 Cash 16,53,72,603 33,07,45,206
04 December, 2015 6,500 2 72.20 Cash Shares Allotted 16,53,79,103 33,07,58,206
under ESOP
33,000 2 35.40 Cash 16,54,12,103 33,08,24,206
12,000 2 72.20 Cash 16,54,24,103 33,08,48,206
1,390 2 69.20 Cash 16,54,25,493 33,08,50,986
19 January 2016 40,000 2 49.75 Cash Shares Allotted 16,54,65,493 33,09,30,986
under ESOP
4,000 2 72.20 Cash 16,54,69,493 33,09,38,986
2,140 2 72.20 Cash 16,54,71,633 33,09,43,266
24
capital (Rs.)
share (Rs.)
(Rs.)
10 February 2016 26,600 2 35.40 Cash Shares Allotted 16,54,98,233 33,09,96,466
under ESOP
14 March 2016 3,000 2 72.20 Cash Shares Allotted 16,55,01,233 33,10,02,466
under ESOP
08 June 2016 26,600 2 35.40 Cash Shares Allotted 16,55,27,833 33,10,55,666
under ESOP
under ESOP
under ESOP
10,000 2 49.75 Cash 16,55,73,166 33,11,46,332
30,000 2 52.15 Cash 16,56,03,166 33,12,06,332
6,666 2 52.15 Cash 16,56,09,832 33,12,19,664
4,000 2 52.15 Cash 16,56,13,832 33,12,27,664
6,666 2 52.15 Cash 16,56,20,498 33,12,40,996
02 September, 2016 6,666 2 52.15 Cash Shares Allotted 16,56,27,164 33,12,54,328
under ESOP
6,666 2 52.15 Cash 16,56,33,830 33,12,67,660
5,500 2 52.15 Cash 16,56,39,330 33,12,78,660
under ESOP
1,000 2 72.20 Cash 16,56,46,996 33,12,93,992
1,166 2 72.20 Cash 16,56,48,162 33,12,96,324
3,530 2 72.20 Cash 16,56,51,692 33,13,03,384
under ESOP
under ESOP
8,510 2 72.20 Cash 16,56,93,534 33,13,87,068
6,666 2 52.15 Cash 16,57,00,200 33,14,00,400
3,530 2 72.20 Cash 16,57,03,730 33,14,07,460
9,490 2 72.20 Cash 16,57,13,220 33,14,26,440
6,666 2 52.15 Cash 16,57,19,886 33,14,39,772
21 January 2017 30,000 2 52.15 Cash Shares Allotted 16,57,49,886 33,14,99,772
under ESOP
03 April 2017 33,300 2 35.40 Cash Shares Allotted 16,57,83,186 33,15,66,372
under ESOP
25,000 2 41.60 Cash 16,58,08,186 33,16,16,372
03 May 2017 25,000 2 41.60 Cash Shares Allotted 16,58,33,186 33,16,66,372
under ESOP
13,333 2 52.15 Cash 16,58,46,519 33,16,93,038
6,666 2 52.15 Cash 16,58,53,185 33,17,06,370
under ESOP
30,000 2 52.15 Cash 16,58,89,851 33,17,79,702
under ESOP
6,666 2 52.15 Cash 16,59,03,183 33,18,06,366
6,666 2 52.15 Cash 16,59,09,849 33,18,19,698
25
capital (Rs.)
share (Rs.)
(Rs.)
under ESOP
under ESOP
under ESOP
6,666 2 52.15 Cash 16,59,34,681 33,18,69,362
1,390 2 72.20 Cash 16,59,36,071 33,18,72,142
13,332 2 52.15 Cash 16,59,49,403 33,18,98,806
6,666 2 52.15 Cash 16,59,56,069 33,19,12,138
10,000 2 72.20 Cash 16,59,66,069 33,19,32,138
5,750 2 72.20 Cash 16,59,71,819 33,19,43,638
under ESOP
1,98,000 2 48.50 Cash 16,61,78,329 33,23,56,658
5,250 2 72.20 Cash 16,61,83,579 33,23,67,158
3,530 2 72.20 Cash 16,61,87,109 33,23,74,218
1,390 2 72.20 Cash 16,61,88,499 33,23,76,998
13,332 2 52.15 Cash 16,62,01,831 33,24,03,662
3,530 2 72.20 Cash 16,62,05,361 33,24,10,722
1,000 2 72.20 Cash 16,62,06,361 33,24,12,722
under ESOP
1,390 2 72.20 Cash 16,62,17,751 33,24,35,502
8,500 2 72.20 Cash 16,62,26,251 33,24,52,502
5,750 2 72.20 Cash 16,62,32,001 33,24,64,002
1,807 2 72.20 Cash 16,62,33,808 33,24,67,616
10,500 2 72.20 Cash 16,62,44,308 33,24,88,616
7,300 2 72.20 Cash 16,62,51,608 33,25,03,216
2,00,000 2 48.50 Cash 16,64,51,608 33,29,03,216
6,666 2 52.15 Cash 16,64,58,274 33,29,16,548
6,666 2 52.15 Cash 16,64,64,940 33,29,29,880
6,666 2 52.15 Cash 16,64,71,606 33,29,43,212
01 December, 2017 1,807 2 72.20 Cash Shares Allotted 16,64,73,413 33,29,46,826
under ESOP
13,650 2 72.20 Cash 16,64,87,063 33,29,74,126
6,666 2 52.15 Cash 16,64,93,729 33,29,87,458
6,666 2 52.15 Cash 16,65,00,395 33,30,00,790
13,648 2 72.20 Cash 16,65,14,043 33,30,28,086
7,826 2 72.20 Cash 16,65,21,869 33,30,43,738
1,000 2 52.15 Cash 16,65,22,869 33,30,45,738
6,666 2 52.15 Cash 16,65,29,535 33,30,59,070
06 February 2018 1,390 2 69.20 Cash Shares Allotted 16,65,30,925 33,30,61,850
26
capital (Rs.)
share (Rs.)
(Rs.)
3,530 2 69.20 Cash under ESOP 16,65,34,455 33,30,68,910
2,140 2 69.20 Cash 16,65,36,595 33,30,73,190
1,390 2 69.20 Cash 16,65,37,985 33,30,75,970
2,140 2 69.20 Cash 16,65,40,125 33,30,80,250
26,600 2 35.40 Cash 16,65,66,725 33,31,33,450
20,000 2 49.75 Cash 16,65,86,725 33,31,73,450
3,666 2 83.30 Cash 16,65,90,391 33,31,80,782
19 March 2018 3,000 2 83.30 Cash Shares Allotted 16,65,93,391 33,31,86,782
under ESOP
06 April 2018 6,666 2 52.15 Cash Shares Allotted 16,66,00,057 33,32,00,114
under ESOP
15 May 2018 79,998 2 49.75 Cash Shares Allotted 16,66,80,055 33,33,60,110
under ESOP
under ESOP
6,000 2 52.15 Cash 16,66,92,721 33,33,85,442
under ESOP
13,332 2 52.15 Cash 16,67,19,385 33,34,38,770
4,200 2 35.40 Cash 16,67,23,585 33,34,47,170
80,000 2 35.40 Cash 16,68,03,585 33,36,07,170
5,000 2 41.60 Cash 16,68,08,585 33,36,17,170
under ESOP
6,660 2 52.15 Cash 16,68,23,645 33,36,47,290
4,000 2 52.15 Cash 16,68,27,645 33,36,55,290
6,668 2 52.15 Cash 16,68,34,313 33,36,68,626
under ESOP
6,668 2 52.15 Cash 16,68,52,731 33,37,05,462
6,666 2 52.15 Cash 16,68,59,397 33,37,18,794
6,666 2 52.15 Cash 16,68,66,063 33,37,32,126
4,000 2 52.15 Cash 16,68,70,063 33,37,40,126
under ESOP
under ESOP
2,516 2 52.15 Cash 16,68,90,547 33,37,81,094
1,45,000 2 41.60 Cash 16,70,35,547 33,40,71,094
September 20, 2018 6,666 2 52.15 Cash Shares Allotted 16,70,42,213 33,40,84,426
under ESOP
October 4, 2018 10,000 2 41.60 Cash Shares Allotted 16,70,52,213 33,41,04,426
under ESOP
6,666 2 52.15 Cash 16,70,58,879 33,41,17,758
6,666 2 52.15 Cash 16,70,65,545 33,41,31,090
under ESOP
27
capital (Rs.)
share (Rs.)
(Rs.)
under ESOP
November 22, 2018 13,332 2 52.15 Cash Shares Allotted 16,70,93,127 33,41,86,254
under ESOP
20,000 2 52.15 Cash 16,71,13,127 33,42,26,254
December 14, 2018 -5,12,82,359 2 NA NA Cancellation of 11,58,30,768 23,16,61,536
Shares pursuant to
Scheme of
Amalgamation
5,12,82,359 2 NA NA Allotment of 16,71,13,127 33,42,26,254
Shares pursuant to
Scheme of
Amalgamation
January 3, 2019 88,200 2 35.40 Cash Shares Allotted 16,72,01,327 33,44,02,654
under ESOP
33,333 2 41.60 Cash 16,72,34,660 33,44,69,320
January 17, 2019 200 2 35.40 Cash Shares Allotted 16,72,34,860 33,44,69,720
under ESOP
10,500 2 41.60 Cash 16,72,45,360 33,44,90,720
9,332 2 52.15 Cash 16,72,54,692 33,45,09,384
February 6, 2019 53,200 2 35.40 Cash Shares Allotted 16,73,07,892 33,46,15,784
under ESOP
March 17, 2019 26,668 2 52.15 Cash Shares Allotted 16,73,34,560 33,46,69,120
under ESOP
13,332 2 83.30 Cash 16,73,47,892 33,46,95,784
April 10, 2019 65,334 2 52.15 Cash Shares Allotted 16,74,13,226 33,48,26,452
under ESOP
April 26, 2019 66,667 2 41.60 Cash Shares Allotted 16,74,79,893 33,49,59,786
under ESOP
14,834 2 52.15 Cash 16,74,94,727 33,49,89,454
13,332 2 83.30 Cash 16,75,08,059 33,50,16,118
May 24, 2019 6,000 2 35.40 Cash Shares Allotted 16,75,14,059 33,50,28,118
under ESOP
July 10, 2019 12,833 2 41.60 Cash Shares Allotted 16,75,26,892 33,50,53,784
under ESOP
16,211 2 52.15 Cash 16,75,43,103 33,50,86,206
6,668 2 83.30 Cash 16,75,49,771 33,50,99,542
July 24, 2019 30,816 2 52.15 Cash Shares Allotted 16,75,80,587 33,51,61,174
under ESOP
21,148 2 89.65 Cash 16,76,01,735 33,52,03,470
August 22, 2019 1,06,600 2 35.40 Cash Shares Allotted 16,77,08,335 33,54,16,670
under ESOP
1,47,988 2 41.60 Cash 16,78,56,323 33,57,12,646
4,180 2 89.65 Cash 16,78,60,503 33,57,21,006
September 13, 2019 20,000 2 50.15 Cash Shares Allotted 16,78,80,503 33,57,61,006
under ESOP
5,500 2 71.6 Cash 16,78,86,003 33,57,72,006
3,700 2 87.65 Cash 16,78,89,703 33,57,79,406
under ESOP
46,500 2 39.6 Cash 16,79,54,903 33,59,09,806
1,00,000 2 33.4 Cash 16,80,54,903 33,61,09,806
37,000 2 39.6 Cash 16,80,91,903 33,61,83,806
28
capital (Rs.)
share (Rs.)
(Rs.)
13,332 2 50.15 Cash 16,81,05,235 33,62,10,470
7,334 2 50.15 Cash 16,81,12,569 33,62,25,138
6,666 2 50.15 Cash 16,81,19,235 33,62,38,470
20,000 2 50.15 Cash 16,81,39,235 33,62,78,470
6,668 2 50.15 Cash 16,81,45,903 33,62,91,806
6,668 2 50.15 Cash 16,81,52,571 33,63,05,142
6,,666 2 87.65 Cash 16,81,59,237 33,63,18,474
6,666 2 87.65 Cash 16,81,65,903 33,63,31,806
80,000 2 33.4 Cash 16,82,45,903 33,64,91,806
20,000 2 50.15 Cash 16,82,65,903 33,65,31,806
6,666 2 87.65 Cash 16,82,72,569 33,65,45,138
4,500 2 71.6 Cash 16,82,77,069 33,65,54,138
13,332 2 71.6 Cash 16,82,90,401 33,65,80,802
4,666 2 39.6 Cash 16,82,95,067 33,65,90,134
13,334 2 50.15 Cash 16,83,08,401 33,66,16,802
December 23, 2019 (26,800,000) 2 123 Cash Buyback 14,15,08,401 28,30,16,802
May 1, 2020 Shares Alloted under
83,300 2 33.4 Cash 14,15,91,701 28,31,83,402
ESOP
May 21, 2020 Shares Alloted under
5,576 2 39.6 Cash 14,15,97,277 28,31,94,554
ESOP
August 5, 2020 Shares Alloted under
53,500 2 39.6 Cash 14,16,50,777 28,33,01,554
ESOP
August 29, 2020 6,666 2 87.65 Cash 14,16,57,443 28,33,14,886
Shares Alloted under
6,668 2 50.15 Cash 14,16,64,111 28,33,28,222
ESOP
666 2 50.15 Cash 14,16,64,777 28,33,29,554
September 18,2020 Shares Alloted under
6,533 2 71.6 Cash 14,16,71,310 28,33,42,620
ESOP
September 28,2020 60,000 2 50.15 Cash 14,17,31,310 28,34,62,620
19,998 2 81.3 Cash 14,17,51,308 28,35,02,616
ESOP
5,300 2 91.65 Cash 14,17,56,608 28,35,13,216
November 18, 2020 11,525 2 39.6 Cash Shares Alloted under 14,17,68,133 28,35,36,266
6,666 2 87.65 Cash ESOP 14,17,74,799 28,35,49,598
December 3, 2020 20,000 2 90.55 Cash 14,17,94,799 28,35,89,598
6,666 2 50.15 Cash 14,18,01,465 28,36,02,930
ESOP
6,666 2 87.65 Cash 14,18,08,131 28,36,16,262
January 26, 2021 6,133 2 71.6 Cash 14,18,14,264 28,36,28,528
28,000 2 91.65 Cash 14,18,42,264 28,36,84,528
6,666 2 50.15 Cash 14,18,48,930 28,36,97,860
ESOP
13,332 2 87.65 Cash 14,18,62,262 28,37,24,524
3,200 2 90.55 Cash 14,18,65,462 28,37,30,924
29
capital (Rs.)
share (Rs.)
(Rs.)
6,666 2 87.65 Cash 14,18,72,128 28,37,44,256
6,666 2 81.3 Cash 14,18,78,794 28,37,57,588
6,666 2 50.15 Cash 14,18,85,460 28,37,70,920
1,000 2 50.15 Cash 14,18,86,460 28,37,72,920
25,000 2 50.15 Cash 14,19,11,460 28,38,22,920
26,800 2 33.4 Cash 14,19,38,260 28,38,76,520
February 9, 2021 6,666 2 87.65 Cash 14,19,44,926 28,38,89,852
50,000 2 90.55 Cash 14,19,94,926 28,39,89,852
20,000 2 94.15 Cash 14,20,14,926 28,40,29,852
6,666 2 50.15 Cash 14,20,21,592 28,40,43,184
13,332 2 87.65 Cash 14,20,34,924 28,40,69,848
4,000 2 87.65 Cash 14,20,38,924 28,40,77,848
20,000 2 50.15 Cash 14,20,58,924 28,41,17,848
13,332 2 87.65 Cash 14,20,72,256 28,41,44,512
135,346 2 39.6 Cash 14,22,07,602 28,44,15,204
6,666 2 87.65 Cash 14,22,14,268 28,44,28,536
20,000 2 47.75 Cash 14,22,34,268 28,44,68,536
6,566 2 39.6 Cash 14,22,40,834 28,44,81,668
13,332 2 50.15 Cash Shares Alloted under 14,22,54,166 28,45,08,332
800 2 106.1 Cash ESOP 14,22,54,966 28,45,09,932
6,666 2 87.65 Cash 14,22,61,632 28,45,23,264
1,168 2 50.15 Cash 14,22,62,800 28,45,25,600
4,100 2 87.65 Cash 14,22,66,900 28,45,33,800
6,666 2 50.15 Cash 14,22,73,566 28,45,47,132
800 2 87.65 Cash 14,22,74,366 28,45,48,732
6,666 2 87.65 Cash 14,22,81,032 28,45,62,064
20,000 2 90.55 Cash 14,23,01,032 28,46,02,064
26,800 2 33.4 Cash 14,23,27,832 28,46,55,664
6,334 2 71.6 Cash 14,23,34,166 28,46,68,332
3,000 2 50.15 Cash 14,23,37,166 28,46,74,332
1,816 2 87.65 Cash 14,23,38,982 28,46,77,964
6,002 2 81.3 Cash 14,23,44,984 28,46,89,968
*The Company had forfeited 1,200 equity shares of face value of Rs. 10/- each through a resolution passed by its board of directors. Post the
split of face value of equity shares from Rs. 10/- each to Rs. 2/- each on September 3, 2007, the said forfeited equity shares amounted to 6,000
Equity Shares.
The Equity Shares of the Company are listed on NSE and BSE.
30
Board of Directors of the Company:
The following table provides the details regarding the Board of Directors of the Company as on the date of Public
Announcement :
Sr. Name, Designation Qualifications Date of Directorship in other companies, Bodies

No Occupation, Age Appointment/ Re- corporate and other bodies#
and DIN appointment in
the Company
1. Rajendra Singh Non- B. Tech Original date of  Pace Industries Private Limited
Pawar executive appointment -  IT Infrastructure Development
Chairman 02.12.1981 Corporation Private Limited
Occupation:  NIIT Education Services
Businessman Date of  Data Security Council of India
reappointment –
01.04.2015  Indian School of Business
Age: 69 years  NIIT University
 Scindia School
DIN: 00042516  National Council of Applied Economic
Research
 Pawar & Family (HUF)
 Pawar Family Trust
 USP Family Trust
 URP Family Trust
 UNP Family Trust
 NIIT Foundation
 NIIT Institute of Information
Technology
 RSP Family Trust
 NP Family Trust
2. Vijay Kumar Vice- B. Tech Original date of  MindChampion Learning Systems
Thadani Chairman & appointment - Limited
Managing 02.12.1981  NIIT Institute of Finance Banking and
Director Insurance Training Limited
Occupation:
Businessman Date of  NIIT Yuva Jyoti Limited (under
reappointment – liquidation w.e.f. February 19, 2020)
01.04.2019  NIIT Institute of Process Excellence
Age: 70 years
Limited (under liquidation w.e.f.
DIN: 00042527 February 19, 2020)
 Global Solutions Private Limited
 NIIT (USA), Inc, USA
 NIIT Limited, UK
 NIIT (Ireland) Limited
 NIIT Learning Solutions (Canada)
Limited
 Eagle International Institute Inc, USA
 Eagle Training Spain, SLU
 Stackroute Learning Inc., USA NIIT
University
 Thadani & Family (HUF)
 Thadani Family Trust
 KVT Family Trust
 LVT Family Trust
 NVT Family Trust
31
the Company
 NIIT Foundation
Technology
 The Thadani Trust
 VKT Family Trust
 RVT Family Trust
 Sadhu Vaswani Mission , New Delhi
 Sadhu Vaswani International School
for Girls
 The Sadhu Vaswani Medical Centre
 All India Board of Technician
Education
3. Parappil Joint B. Tech Original date of  MindChampion Learning Systems
Rajendran Managing appointment - Limited
Occupation: Director 01.05.1990  NIIT Institute of Finance Banking and
Service Date of Insurance Training Limited
Age: 67 years reappointment –  NIIT Yuva Jyoti Limited (under
01.04.2019 liquidation w.e.f. February 19, 2020)
DIN: 00042531
 NIIT Institute of Process Excellence
Limited
(under liquidation w.e.f. February 19,
2020)
 NIIT Network Services Limited
 Pace Education and Financial Services
Private Limited (Formerly known as
Pace Education Private Limited)
 IT Infrastructure Development
Corporation Private Limited
 NIIT Education Services
 NIIT University
 Rajendran & Family (HUF)
 NIIT Foundation
Technology
4. Anand Independent B. Tech, Original date of  NIIT Institute of Finance Banking and
Sudarshan Director PGDBM appointment Insurance Training Limited
Occupation: -  Mindchampion Learning Systems
Professional 11.10.2013 Limited
Age: 60 years Date of  Sylvant Advisors Private Limited
reappointment –  Lodestar Education Services Private
DIN: 00827862 Limited
01.04.2019
 Palgenie Technologies Private Limited
 Magic Wand Empowerment Private
Limited
 Genlabs Healthcare Private Limited
 Littlemore Innovation Labs Pte Ltd
 NIIT (USA) Inc.
 Sylvant Investment Trust
 Varthana Finance Private Limited
(earlier known as Thirumeni Finance
Private Limited)
32
the Company
5. Geeta Mathur Independent Chartered Original  Motherson Sumi Systems Limited

Director Accountant date of  IIFL Finance Limited
Occupation: appointment  JTEKT India Limited
Professional 01.04.2014  Info Edge (India) Limited
Date of  IIFL Wealth Management Limited
Age: 54 years reappointment  Tata Communications Transformation
DIN: 02139552 01.04.2019 Services Limited
 Canara HSBC Oriental Bank of
Commerce Life Insurance Company
Limited
 Onmobile Global Limited
 Raymond Consumer Care Limited
 Ummed Housing Finance Private
Limited
 Sentiss Pharma Private Limited
 SMP Deutschland GmbH, Germany
 SMRP BV
 IPE Global Centre for Knowledge and
Development
 Saajha (NGO)
6. Ravinder Singh Independent B. Tech Original date of  NIIT Institute of Finance Banking &
Director appointment - Insurance Training Limited
Occupation: 29.03.2019  Indus Quality Foundation
Consultant (appointed as an
additional director
Age: 70 years and approved by
shareholders at
DIN: 08398231 AGM held on
13.08.2019)
7. Ashish Kashyap Independent Masters of Original date of  Finzoom Investment Advisors Private
Director Management appointment - Limited
Occupation: 01.06.2019  Goppler Online Services Private
Businessman (appointed as an Limited (Under Process of Striking
additional director Off)
Age: 48 years and approved by
shareholders at
DIN: 00677965 AGM
held on
13.08.2019)
#includes directorship, partnership, proprietorship or position as trustee, in any other Company/ Firm/ Concern/Venture/ Trust/
Society in India or overseas
33
Changes in the Board of Directors during the last three years:
The following table provides the details regarding the changes in the Board of Directors of the Company as of the date of three
year preceding the date of Public Announcement:
S. Name Date of Date of Reason

No. Appointment Cessation
1. Surendra Singh - 31.03.2019 Completion of tenure
2. Ravinder Singh 29.03.2019 - Appointment as Independent Director
3. Ashish Kashyap 01.06.2019 - Appointment as Independent Director
The Buyback will not result in any benefit to the Promoter and Promoter Group or any Directors of the Company except to
the extent the cash consideration received by them from the Company, pursuant to the actual participation in the Buyback in
their capacity as Eligible Shareholders of the Company, and the change in their shareholding as per the response received in
the Buyback, as a result of the extinguishment of Equity Shares which will lead to reduction in the equity share capital of the
Company post the Buyback.
34
FINANCIAL INFORMATION OF THE COMPANY
Summary of the financial information of the Company
The salient features of the financial information of the Company for last three financial years as at and for the financial year
ended March 31, 2020, March 31, 2019 and March 31, 2018 and as at and for the nine months period ended December 31, 2020
on consolidated as well as standalone basis are given below:
Consolidated:
(in Rs. Lakhs)
As at/For the year/period ended

Particulars December 31, March 31, March 31, March 31,
2020 (1) 2020 (2) 2019 (3) 2018 (4)
(Ind AS) (Ind AS) (Ind AS) (Ind AS)
Revenue from operations 67,398 88,918 86,534 85,050
Other Income 7,933 11,680 602 858
Total Income 75,332 100,598 87,136 85,909
Expenses (excluding Finance Cost, Depreciation &
57,123 80,795 78,657 78,263
Amortisation and Exceptional Items)
Finance Cost/ Interest 515 1,662 1,954 1,937
Depreciation & Amortisation 4,321 5,980 3,292 4,011
Profit before exceptional items, share of profit of an
13,373 12,161 3,233 1,698
associate and tax
Share of Profit of an associate - - 9,461 6,609
Exceptional Items (110) 129,168 (42) 68
Profit Before Tax for the period/year 13,263 141,329 12,652 8,375
Tax expense 2,334 5,556 2,713 2,007
Net Profit after tax for the period/year from
10,930 135,773 9,939 6,368
Continuing Operations
Loss after tax for the year from discontinued operations (1,259) (3,055) (1,219) -
Net Profit after tax for the period/year 9,671 132,718 8,720 6,368
Net Profit for the period/year attributable to owners of
9,651 132,746 8,644 6,247
NIIT Limited
Other Comprehensive Income for the period/year (340) 383 1,702 (768)
Total Comprehensive Income for the period/year 9,331 133,101 10,421 5,600
Paid-up Equity Share capital 2,836 2,830 3,347 3,332
Other Equity / Reserves & Surplus (5) - 149,245 79,967 68,968
(6)
Net Worth - 96,292 28,350 18,938
(7)
Debt - 5,389 20,317 15,731
Total Debt (8) - 8,404 20,663 17,802
Notes:
(1) Figures have been extracted from the limited reviewed financial results of NIIT Limited for the nine months period ended December 31,
2020. Since as per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended,
Balance Sheet for the nine months period ended December 31, 2020 is not required to be published and is not subject to limited review, the
figures appearing in the Balance Sheet have not been stated in the above table.
(2) Figures have been extracted from Audited Financial Statements for the Financial Year ended on March 31, 2020
(3) Figures have been extracted from Audited Financial Statements for the Financial Year ended on March 31, 2020, as the figures for the
Financial Year ended on March 31, 2019 were restated in the Audited Financial Statements for the Financial Year ended on March 31, 2020
35
(5) Other Equity / Reserves & Surplus includes share application money pending allotment
(6) Net Worth includes Equity Share Capital, Security Premium, Employees Stock Option Outstanding, General Reserve and Retained Earnings
but excludes capital reserve, capital redemption reserve, hedging reserve, foreign currency translation reserve and share application money
pending allotment (if any)
(7) Debt includes non - current borrowings (including current maturities), current borrowings, deferred payment liabilities and excluding
working capital loans and cash credit.
(8) Total Debt includes non- current borrowings (including current maturities), current borrowings, deferred payment liabilities, working
capital loans and cash credit
Key Ratios on consolidated basis:
As at/For the year/period ended on

Particulars
December 31, 2020 March 31, 2020 March 31, 2019 March 31, 2018
Basic Earnings per Equity Share (Rs.)* 6.81 82.87 5.18 3.76
Diluted Earnings per Equity Share (Rs.)* 6.74 82.40 5.14 3.72
Debt / Equity Ratio (times) - 0.09 0.73 0.94
Book Value per Equity Share (Rs.) - 68.05 16.94 11.37
Return on Net Worth (%)* - 137.86 30.49 32.99
Total Debt / Net Worth - 0.09 0.73 0.94
*Figures for the period ended December 31, 2020 have not been annualized.
Notes:
Key Ratios Basis

Net Profit attributable to equity shareholders / Weighted average number
Basic Earnings per Equity Share
of Equity Shares outstanding during the period/year
Net Profit attributable to equity shareholders / Weighted average number
Diluted Earnings per Equity Share of shares outstanding during the period/year, adjusted with dilutive
potential ordinary shares
Debt-Equity Ratio Total Debt / Net Worth
Book Value per Equity Share Net Worth / Number of Equity Shares outstanding at period/year end
Net Profit for the period/year attributable to owners of NIIT Limited /
Return on Net Worth
Net Worth
Total Debt / Net Worth Total Debt / Net Worth
Standalone:
(in Rs. Lakhs)

2020 (1) 2020 (2) 2019 (3) 2018 (4)
Revenue from operations 25,920 40,086 37,778 36,187
Other Income 9,403 14,870 5,988 5,112
Total Income 35,323 54,956 43,766 41,299
Expenses (excluding Finance Cost, Depreciation &
24,219 35,970 35,998 35,145
Amortisation and Exceptional Items)
Finance Cost/ Interest 279 1,330 1,935 1,949
Depreciation & Amortisation 1,988 3,500 2,315 2,382
36
2020 (1) 2020 (2) 2019 (3) 2018 (4)
Profit before exceptional items and tax 8,836 14,156 3,519 1,823
Exceptional Items (2,859) 138,022 349 (1,256)
Profit Before Tax for the period/year 5,978 152,178 3,868 567
Tax expense 1,577 14,401 118 53
Net Profit after tax for the period/year from
4,401 137,777 3,749 515
Continuing Operations
Loss after tax for the year from discontinued operations (176) (941) (1,200) -
Net Profit after tax for the period/year 4,225 136,836 2,550 515
Other Comprehensive Income for the period/year 109 (342) 348 (13)
Total Comprehensive Income for the period/year 4,333 136,494 2,898 502
Paid-up Equity Share capital 2,836 2,830 3,347 3,332
Other Equity / Reserves & Surplus (5) - 150,442 77,560 75,935
(6)
Net Worth - 103,371 31,271 27,832
Debt (7) - 2,494 21,380 17,049
Total Debt (8) - 2,494 21,380 17,166
Notes:
(1) Figures have been extracted from limited reviewed financial results of NIIT Limited for the nine months period ended December 31, 2020.
Since as per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended,
Balance Sheet for the nine months period ended December 31, 2020 is not required to be published and is not subject to limited review, the
figures appearing in the Balance Sheet have not been stated in the above table.
(2) Figures have been extracted from Audited Financial Statements for the Financial Year ended on March 31, 2020
(5) Other Equity / Reserves & Surplus includes share application money pending allotment
(6) Net Worth includes Equity Share Capital, Security Premium, Employees Stock Option Outstanding, General Reserve and Retained Earnings
but excludes capital reserve, capital redemption reserve, hedging reserve, foreign currency translation reserve and share application money
pending allotment (if any)
(7) Debt includes non - current borrowings (including current maturities), current borrowings, deferred payment liabilities and excluding
working capital loans and cash credit.
(8) Total Debt includes non- current borrowings (including current maturities), current borrowings, deferred payment liabilities, working
capital loans and cash credit
Key Ratios on standalone basis:

Particulars
December 31, 2020 March 31, 2020 March 31, 2019 March 31, 2018
Basic Earnings per Equity Share (Rs.)* 2.98 85.42 1.53 0.31
Diluted Earnings per Equity Share (Rs.)* 2.95 84.94 1.52 0.30
Debt / Equity Ratio (times) - 0.02 0.68 0.62
Book Value per Equity Share (Rs.) - 73.05 18.69 16.71
Return on Net Worth (%)* - 132.37 8.15 1.85
Total Debt / Net Worth - 0.02 0.68 0.62
*Figures for the period ended December 31, 2020 have not been annualized.
37
Notes:
Key Ratios Basis

Net Profit attributable to equity shareholders / Weighted average number of Equity
Basic Earnings per Equity Share
Shares outstanding during the period/year
Net Profit attributable to equity shareholders / Weighted average number of shares
Diluted Earnings per Equity Share
outstanding during the period/year, adjusted with dilutive potential ordinary shares
Debt-Equity Ratio Total Debt / Net Worth
Book Value per Equity Share Net Worth / Number of Equity Shares outstanding at period/year end
Return on Net Worth Net Profit After Tax / Net Worth
Total Debt / Net Worth Total Debt / Net Worth
Confirmations
The Company confirms that it will comply with the provisions of the Takeover Regulations, if applicable.
The Company confirms that it has complied and shall comply with the provisions of Sections 68, 69 and 70 of the Companies
Act, 2013 and the Companies (Share Capital and Debentures) Rules, 2014, as may be applicable to the Buyback.
38
STOCK MARKET DATA
The Equity Shares are listed on the NSE and BSE.
The closing market price of the Equity Shares and number of Equity Shares traded in the last 3 (three) years (April to March
period) preceding the date of the Public Announcement on the Stock Exchanges is set out below:
NSE:
High Low
No. of Total no. of
Low Average
Period Date of No. of Equity Date of Equity Equity
High (Rs.) (Rs.)
High Shares traded (Rs.) Low Shares Shares traded
traded
April 1, 2019 to 23-Mar-
114.70 12-Apr-2019 37,44,351 58.40 3,92,956 97.35 21,29,75,485
March 31, 2020 2020
April 1, 2018 to 23-Apr- 08-Oct-
117.30 1,74,36,655 61.70 10,14,553 90.86 27,71,01,869
March 31, 2019 2018 2018
April 1, 2017 to 11-Jan-
115.10 23,31,352 77.95 12-Apr-17 7,50,405 94.56 28,18,68,856
March 31, 2018 2018
Source: www.nseindia.com
Note: High, Low and Average price for the period are based on closing prices
BSE:
Period High Low

Total no. of
Average
High No. of Equity No. of Equity Equity Shares
Date of High Low (Rs.) Date of Low (Rs.)
(Rs.) Shares traded Shares traded traded
April 1, 2019 to 114.40 4,02,528 57.40 23-Mar- 79,678 97.30 2,67,35,950

March 31, 2020 12-Apr-2019 2020
April 1, 2018 to 117.25 23,47,782 62.00 09-Oct- 87,733 90.84 3,89,71,887
March 31, 2019 23-Apr-2018 2018
April 1, 2017 to 114.80 3,39,636 77.85 12-Apr- 1,53,458 94.49 5,10,58,741
March 31, 2018 11-Jan-2018 2017
Source: www.bseindia.com
The monthly closing market prices and number of Equity Shares traded during the 6 (six) months preceding the date of the
Public Announcement on the Stock Exchanges is set out below:
NSE:
High Low
Total no. of
No. of
Average Equity
Period High Equity Low (Rs.) Date of No. of Equity
Date of High (Rs.) Shares
(Rs.) Shares Low Shares traded
traded
traded
February 1 to
201.05 19-Feb-21 8,03,285 188.90 02-Feb-21 4,02,129 195.60 78,03,632
23, 2021
January 2021 206.15 08-Jan-21 9,23,318 187.60 29-Jan-21 3,34,722 198.60 1,25,15,220
December
207.30 28-Dec-20 45,10,233 168.85 03-Dec-20 4,95,760 182.97 3,66,57,193
2020
November
190.50 23-Nov-20 46,09,525 131.50 11-Nov-20 3,20,331 153.43 2,57,84,519
2020
October 2020 142.35 27-Oct-20 16,57,673 129.70 15-Oct-20 6,55,151 134.96 1,63,97,519
September
144.05 14-Sep-20 29,55,445 118.75 01-Sep-20 3,91,892 130.37 2,16,46,000
2020
August 2020 136.25 25-Aug-20 59,74,500 93.40 04-Aug-20 2,60,856 108.83 5,49,51,441
Source: www.nseindia.com
39
BSE:
High Low
No. of Total no. of
Average
Period High Equity Low No. of Equity Equity Shares
Date of High Date of Low (Rs.)
(Rs.) Shares (Rs.) Shares traded traded
traded
February 1 to
201.10 19-Feb-21 58,747 188.95 01-Feb-21 54,760 195.54 7,02,858
23, 2021
January 2021 205.95 08-Jan-21 1,29,234 187.65 29-Jan-21 20,863 198.63 14,67,344
December
207.35 28-Dec-20 2,11,389 168.75 03-Dec-20 21,999 182.88 24,28,831
2020
November
190.35 23-Nov-20 3,53,764 131.50 11-Nov-20 32,166 153.42 18,50,971
2020
October 2020 142.60 27-Oct-20 1,65,306 129.65 12-Oct-20 52,028 134.96 13,83,429
September
143.70 14-Sep-20 3,48,553 118.65 01-Sep-20 23,968 130.42 21,68,965
2020
August 2020 136.20 25-Aug-20 3,21,426 93.40 04-Aug-20 26,099 108.84 60,25,353
Source: www.bseindia.com
Notice of the Board Meeting convened to consider the proposal of the Buyback was given to BSE and NSE on December 21,
2020. The Board, at its meeting held on December 24, 2020 approved the proposal for the Buyback at a price of Rs. 240 (Rupees
Two Hundred and Forty only) per Equity Share and the intimation was sent to BSE and NSE on the same day. The closing
market price of the Equity Shares on NSE and BSE, during this period, are summarized below.
Event Date NSE (Rs.) BSE (Rs.)

Notice of the Board Meeting convened to consider the
21-Dec-20 173.55 172.50
proposal of the Buyback
1 Trading Day Post-Notice of Board Meeting 22-Dec-2020 183.75 183.50
1 Trading Day Prior to Board Meeting 23-Dec-2020 193.80 193.85
Board Meeting date 24-Dec-2020 200.45 200.40
1 Trading Day Post-Board Meeting 28-Dec-2020 207.30 207.35
Date of the Public Announcement 15-Feb-2021 200.90 200.80
Date of publication of the Public Announcement 16-Feb-2021 196.05 195.90
Source: www.nseindia.com and www.bseindia.com
40
DETAILS OF STATUTORY APPROVALS
The Buyback is subject to approvals, if any, required under the provisions of the Companies Act, 2013, the Buyback Regulations
and/or such other acts/regulations in force for the time being. Buyback of shares from Non Resident Shareholders will be subject
to approval if any, of the appropriate authorities including RBI/SEBI.
Considering the shareholding of U.S. residents in the Company and conflicting regulatory requirements between Indian and U.S.
laws, the Company had requested (through counsel appointed) that the staff of the Division of Corporation Finance of the SEC
grant an exemptive relief with respect to Rule 14e-1(a) under the Exchange Act. Rule 14e-1(a) of the Exchange Act which
provides that a tender offer must remain open for a minimum of 20 U.S. business days. The staff of the Division of Corporation
Finance of the SEC has vide its letter dated March 24, 2021 granted exemptive relief to the Company, permitting the Buyback
to remain open for a fixed period of 10 Working Days, in compliance with the Buyback Regulations.
The Company will have the right to make payment to the Eligible Shareholders in respect of whom no prior RBI approval is
required and not accept Equity Shares from the Eligible Shareholders in respect of whom prior RBI approval is required in the
event copies of such approvals are not submitted. Non-Resident Shareholders (excluding OCBs) permitted under general
permission under the consolidated Foreign Direct Investment policy issued by the Government of India read with applicable
regulations issued under FEMA, are not required to obtain approvals from RBI.
By agreeing to participate in the Buyback, the Non-Resident Shareholders give the Company the authority to make, sign, execute,
deliver, acknowledge and perform all applications to file regulatory reporting’s, if required, including FC-TRS form, if necessary
and undertake to provide assistance to the Company for such regulatory reporting, if required by the Company.
If any statutory or regulatory approvals become applicable subsequently, the Buyback will be subject to such statutory or
regulatory approvals. In the event that the receipt of any statutory or regulatory approvals are delayed, any changes to the
proposed timetable of the Buyback, shall be intimated to the Stock Exchanges.
Further, the Company falls in the sector where, in terms of the Foreign Exchange Management (Non-debt Instruments) Rules,
2019, Foreign Direct Investment upto 100 % is allowed under the automatic route. Also, the Company has an overall Foreign
Portfolio Investors’ limit of 100% of the paid-up equity capital on a fully diluted basis (“FPI Limit”) and an aggregate limit of
upto 10% of the paid-up equity capital on a fully diluted basis for Non-Resident Indian (NRI) and Overseas Citizen of India
(OCI) (“NRI and OCI Limit”).
Thus, while the foreign investors holding may change as a result of their participation or non-participation in the Buyback, the
resultant change will be within the prescribed limits as above.
41
DETAILS OF THE REGISTRAR TO THE BUYBACK AND COLLECTION CENTRE
Eligible Shareholder who wish to tender their Equity Shares in the Buyback can hand deliver Tender Form and all relevant
documents along with the TRS generated by the exchange bidding system at any of the below mentioned collection center of
the Registrar to the Buyback in accordance to the procedure as set out in this Letter of Offer. The envelope should be super
scribed as “NIIT Limited Buyback 2021” and so that the same are received not later than 2 (two) days from the Buyback
Closing Date i.e. by Friday, April 30, 2021 (by 5 p.m.). The collection center shall be open for the period i.e. Monday, April
12, 2021 to Wednesday, April 28, 2021 between 10 a.m. to 5 p.m. on all working days except Saturday, Sunday and public
holidays and for 2 days after Buyback Closing date i.e. on Thursday, April 29, 2021 to Friday, April 30, 2021 between 10 a.m.
to 5 p.m.:
LINK INTIME INDIA PRIVATE LIMITED

C-101, 1st Floor, 247 Park, LBS Marg, Vikhroli (West),
Mumbai - 400083 Tel: +91 22 4918 6200
Fax: +91 22 4918 6195
Contact Person: Sumeet Deshpande
Email: niit.buyback2021@linkintime.co.in
Website: www.linkintime.co.in
Applicants who cannot submit their Tender Form and other relevant documents at the collection centre, may send Tender Form
and other relevant documents hand delivery/registered/speed post or courier, at their own risk, by super-scribing the envelope
as “NIIT Limited Buyback 2021”, to the Registrar to the Buyback at its office set out below, so that the same are received not
later than 2 (two) days from the Buyback Closing Date i.e. by Friday, April 30, 2021 (by 5 p.m.):

Mumbai - 400083
Tel: +91 22 4918 6200
Fax: +91 22 4918 6195
In case of any query, the shareholders may contact the Registrar during working hours i.e. 10 a.m. and 5 p.m. on all working
days except Saturday, Sunday and public holidays.
ELIGIBLE SHAREHOLDERS ARE REQUESTED TO NOTE THAT THE TENDER FORM, TRS AND OTHER
RELEVANT DOCUMENTS SHOULD NOT BE SENT TO THE COMPANY OR TO THE MANAGER TO THE
BUYBACK.
PLEASE NOTE THAT IT IS NOT MANDATORY FOR ELIGIBLE SHAREHOLDERS HOLDING AND
TENDERING EQUITY SHARES IN DEMAT FORM TO SUBMIT THE TENDER FORM AND THE TRS.
ELIGIBLE SHAREHOLDERS WHO HAVE DEMATERIALIZED THEIR PHYSICAL EQUITY SHARES POST
RECORD DATE AND TENDERED THEIR DEMAT EQUITY SHARES IN THE BUYBACK MAY DELIVER THE
TENDER FORM DULY SIGNED (BY ALL ELIGIBLE SHAREHOLDERS IN CASE SHARES ARE IN JOINT
NAMES) IN THE SAME ORDER IN WHICH THEY HOLD THE EQUITY SHARES, ALONG WITH TRS
GENERATED BY THE STOCK EXCHANGE BIDDING SYSTEM UPON PLACING OF A BID, EITHER BY
REGISTERED POST, SPEED POST OR COURIER OR HAND DELIVERY TO THE REGISTRAR TO THE
BUYBACK AT THE ABOVE ADDRESS, SO THAT THE SAME ARE RECEIVED NOT LATER THAN 2 (TWO)
DAYS OF BUYBACK CLOSING DATE BY 5:00 P.M. THE ENVELOPE SHOULD BE SUPER SCRIBED AS “NIIT
LIMITED BUYBACK 2021”.
42
PROCESS AND METHODOLOGY FOR THE BUYBACK
The Buyback shall be available to all Eligible Shareholders holding Equity Shares as on the Record Date. The Buyback shall
be undertaken on a proportionate basis through the tender offer process prescribed under Regulation 4(iv)(a) of the Buyback
Regulations. Additionally, the Buyback shall, subject to applicable laws, be facilitated by tendering of Equity Shares by the
Eligible Shareholders and settlement of the same, through the stock exchange mechanism as specified in the SEBI Circulars.
The Company proposes to Buyback up to 9,875,000 fully paid-up Equity Shares of face value Rs. 2 each representing up to
6.978 % of the issued and paid-up Equity Share capital of the Company as on March 31, 2020, at a price of Rs. 240 (Rupees
Two Hundred and Forty Only) per Equity Share payable in cash for an amount aggregating up to Rs. 2,370 Million (Rupees.
Two Thousand Three Hundred And Seventy Million Only), excluding Transaction Costs being up to 24.96% and 23.23% of
the total issued and paid-up Equity Share capital and free reserves of the Company, respectively, as per consolidated and
standalone financial statements of the Company as at and for the period ended March 31, 2020, from the Eligible Shareholders
on a proportionate basis through a Tender Offer in accordance with the provisions of Article 120 of the Articles of Association
and provisions of the Sections 68, 69, 70 and any other applicable provisions of the Companies Act, 2013, the Companies
(Share Capital and Debentures) Rules, 2014, the Management Rules and in compliance with the Buyback Regulations.
The Buyback is subject to receipt of any approvals of statutory, regulatory or governmental authorities, as may be required,
under applicable laws, including but not limited to SEBI and the Stock Exchanges.
The Equity Shareholders of the Company approved the Buyback, by way of a special resolution, through postal ballot through
remote e-voting on February 10, 2021 the results of which were announced on February 12, 2021.
THE COMPANY EXPRESSES NO OPINION AS TO WHETHER ELIGIBLE SHAREHOLDERS SHOULD

PARTICIPATE IN THE BUYBACK AND, ACCORDINGLY, ELIGIBLE SHAREHOLDERS ARE ADVISED TO
CONSULT THEIR OWN ADVISORS TO CONSIDER PARTICIPATION IN THE BUYBACK.
The aggregate shareholding of the Promoter and Promoter Group as of date of Public Announcement is 48,604,637 Equity
Shares which represents 34.146% of the existing Equity Share capital of the Company. In terms of the Buyback Regulations
under the Tender Offer method, the Promoter and Promoter Group have expressed their intention to participate in the Buyback
and may tender up to an aggregate of 1,713,468 Equity Shares or such lower number of Equity Shares in accordance with the
provisions of the Buyback Regulations
Based on the shareholding pattern of the Company as of the Record Date, assuming that the Promoter and Promoter Group
tender all Equity Shares up to their Buyback Entitlement, subject to intention expressed, and other Eligible Shareholders tender
the balance Equity Shares and all such tendered shares are accepted in the Buyback, the aggregate percentage shareholding of
the Promoter and Promoter Group after the Buyback, may change from 34.146%, (i.e. 48,604,637 Equity Shares) which is the
shareholding as on date of Public Announcement and as on the Record Date to 35.400% (i.e. 46,893,993 Equity Shares) of the
post Buyback Equity Share Capital of the Company. Further, if none of the Eligible Shareholders from the public participate
and only the Promoter and Promoter Group of the Company participate to the extent of the Equity Shares intended to be
tendered, their shareholding will reduce to 33.343% (46,891,169 Equity Shares) of the post Buyback Equity Share Capital of
the Company.
Record Date and Ratio of Buyback as per the Buyback Entitlement in each Category:
The Company has approved February 24, 2021 as the Record Date for the purpose of determining the Buyback Entitlement and
the names of the Equity Shareholders, who will be eligible to participate in the Buyback.
The Equity Shares proposed to be bought back as a part of this Buyback is divided into two categories:
(i) Reserved category for Small Shareholders (“Reserved Category”); and
(ii) General Category for other Eligible Shareholders (“General Category”).
As defined in the Regulation 2(i)(n) of the Buyback Regulations, a Small Shareholder is a shareholder, who holds Equity Shares
having market value, on the basis of the closing price of the equity shares on the stock exchanges having the highest trading
volume as on the Record Date, of not more than Rs. 2,00,000 (` Two Lakhs only).
As on Record Date, the volume of Equity Shares traded on NSE was 191,203 Equity Shares and on BSE was 52,294 Equity
Shares. Accordingly, NSE being the exchange with highest trading volume, the closing price was Rs. 198.80 and hence all Eligible
Shareholders holding not more than 1,006 Equity Shares as on the Record Date are classified as ‘Small Shareholders’ for the
purpose of the Buyback.
43
Based on the above definition, there are 81,102 Small Shareholders in the Company with aggregate shareholding of 13,342,307
Equity Shares as on Record Date, which constitutes 9.373% of the paid-up Equity Share capital of the Company as on the
Record Date and 135.112% of the maximum number of Equity Shares which the Company proposes to buy back as a part of
this Buyback, and there are 3,252 other Eligible Shareholders in the General Category with aggregate shareholding of
129,002,677 Equity Shares. In compliance with Regulation 6 of the Buyback Regulations, the reservation for the Small
Shareholders, is higher of:
(i) 15% (fifteen percent) of the number of Equity Shares which the Company proposes to Buyback, ( i.e. 15% of 9,875,000
Equity Shares which works out to are 1,481,250 Equity Shares); or
(ii) number of Equity Shares are entitled as per their shareholding as on Record Date (i.e. (1,33,42,307/14,23,44,984) x
9,875,000), being 925,605 Equity Shares.
All the outstanding Equity Shares have been used for computing the Buyback Entitlement of Small Shareholders since the
Promoters also intend to offer Equity Shares held by them in the Buyback.
Based on the above and in accordance with Regulation 6 of the Buyback Regulations, 1,481,250 Equity Shares have been
reserved for Small Shareholders. Accordingly, General Category for all other Eligible Shareholders shall consist of 8,393,750
Equity Shares.
Clubbing of Entitlements
In accordance with the Buyback Regulations, in order to ensure that the same Eligible Shareholders with multiple demat
accounts/ folios do not receive a higher entitlement under the Small Shareholder category, the Equity Shares held by such Eligible
Shareholder with a common PAN shall be clubbed together for determining the category (Small Shareholder or General) and
entitlement under the Buyback. In case of joint shareholding, the Equity Shares held in cases where the sequence of the PANs
of the joint shareholders is identical shall be clubbed together. In case of Eligible Shareholders holding Equity Shares in physical
form as on Record Date, where the sequence of PANs is identical and where the PANs of all joint shareholders are not available,
the Registrar will check the sequence of the names of the joint holders and club together the Equity Shares held in such cases
where the sequence of the PANs and name of joint shareholders are identical.
The shareholding of institutional investors like mutual funds, insurance companies, foreign institutional investors/ foreign
portfolio investors etc. with common PAN are not proposed to be clubbed together for determining their entitlement and will be
considered separately, where these Equity Shares are held for different schemes/ subaccounts and have a different
dematerialization account nomenclature based on information prepared by the Registrar as per the shareholder records received
from the depositories.
Based on the above Buyback Entitlements, the Ratio of Buyback for both categories is decided as below:
Category of Shareholders Ratio of Buyback*

Reserved category for Small Shareholders 102 Equity Shares for every 919Equity Shares held on the
Record Date
General category for all other Eligible Shareholders 19 Equity Shares for every 292 Equity Shares held on the
Record Date
* The ratio of Buyback indicated above is approximate and provides an indication of the Buyback Entitlement. Any computation of
entitled Equity Shares using the above ratio of Buyback may provide a slightly different number due to rounding-off. The actual
Buyback Entitlement for reserved category for Small Shareholders is 11.10190314% and general category for all other Eligible
Shareholders is 6.50664792%.
Fractional Entitlements
If the Buyback Entitlement for any Eligible Shareholder under the Buyback, after applying the abovementioned ratios to the
Equity Shares held on Record Date, is not a round number (i.e. not in the multiple of one Equity Share), then the fractional
entitlement shall be ignored for computation of Buyback Entitlement to tender Equity Shares in the Buyback for both categories
of Eligible Shareholders.
On account of ignoring the fractional entitlement, those Small Shareholders who hold 9 or less Equity Shares as on Record Date
will be dispatched a Tender Form with zero entitlement. Such Small Shareholders whose entitlement would be less than 1 Equity
Share are entitled to tender Additional Equity Shares as part of the Buyback and will be given preference in the Acceptance of
one Equity Share, if such Small Shareholders have tendered for Additional Equity Shares. The Company shall make best efforts
subject to Buyback Regulations in accepting Equity Shares tendered by such Shareholders to the extent possible and permissible.
44
Basis of Acceptance of Equity Shares validly tendered in the Reserved Category for Small Shareholders
Subject to the provisions contained in this Letter of Offer, the Company will accept the Equity Shares tendered in the Buyback
by the Small Shareholders in the Reserved Category in the following order of priority:
a) Acceptance of 100% Equity Shares from Small Shareholders in the Reserved Category, who have validly tendered their Equity
Shares to the extent of their Buyback Entitlement or the number of Equity Shares tendered by them, whichever is less.
b) Post the acceptance as described in paragraph (a) above, in case there are any Equity Shares left to be bought back from Small
Shareholders in the Reserved Category, the Small Shareholders who were entitled to tender zero Equity Shares (on account
of ignoring the fractional entitlement), and have tendered Additional Equity Shares as part of the Buyback, shall be given
preference and one Equity Share each from the Additional Equity Shares tendered by such Small Shareholders shall be
bought back in the Reserved Category.
c) Post the acceptance as described above, in case, there are any validly tendered unaccepted Shares in the Reserved Category
(“Reserved Category Additional Shares”) and Equity Shares left to be bought back in Reserved Category, the Reserved
Category Additional Shares shall be accepted in a proportionate manner and the acceptances shall be made in accordance
with the Buyback Regulations, i.e. valid acceptances per Shareholder shall be equal to the Reserved Category Additional
Shares tendered by the Shareholder divided by the total Reserved Category Additional Shares and multiplied by the total
number of Equity Shares remaining to be bought back in Reserved Category. For the purpose of this calculation, the Reserved
Category Additional Shares taken into account for such Small Shareholders, from whom one Equity Share has been accepted
in accordance with the above, shall be reduced by one.
Adjustment for fractional results in case of proportionate Acceptance, as described above:
(i) For any Small Shareholder, if the number of Additional Equity Shares to be Accepted, calculated on a proportionate basis
is not in the multiple of one and the fractional Acceptance is greater than or equal to 0.50, then the fraction would be rounded
off to the next higher integer.
(ii) For any Small Shareholder, if the number of Additional Equity Shares to be Accepted, calculated on a proportionate basis
is not in the multiple of one and the fractional Acceptance is less than 0.50, then the fraction shall be ignored.
Basis of Acceptance of Equity Shares validly tendered in the General Category
Subject to the provisions contained in this Letter of Offer, the Company will accept the Equity Shares tendered in the Buyback
by all other Eligible Shareholders in the General Category in the following order of priority:
(a) Acceptance of 100% Equity Shares from other Eligible Shareholders in the General Category who have validly tendered their
Equity Shares, to the extent of their Buyback Entitlement, or the number of Equity Shares tendered by them, whichever is
less.
(b) Post the acceptance as described in paragraph (a) above, in case, there are any validly tendered unaccepted Equity Shares
in the General Category (“General Category Additional Shares”) and Equity Shares left to be bought back in General
Category, the General Category Additional Shares shall be accepted in a proportionate manner and the acceptances shall
be made in accordance with the Buyback Regulations, i.e. valid acceptances per Eligible Shareholder shall be equal to the
General Category Additional Shares validly tendered by the Eligible Shareholder divided by the total General Category
Additional Shares and multiplied by the total number of Equity Shares remaining to be bought back in General Category.
Adjustment for fractional results in case of proportionate acceptance as described above:
(i) For any Eligible Shareholder, if the number of Additional Equity Shares to be Accepted, calculated on a proportionate
basis is not in the multiple of one and the fractional Acceptance is greater than or equal to 0.50, then the fraction would be
rounded off to the next higher integer.
(ii) For any Eligible Shareholder, if the number of Additional Equity Shares to be Accepted, calculated on a proportionate
basis is not in the multiple of one and the fractional Acceptance is less than 0.50, then the fraction shall be ignored.
In case of any practical issues, resulting from the rounding-off of Equity Shares or otherwise, the Board or any person(s)
authorized by the Board will have the authority to decide such final allocation with respect to such rounding-off or any excess
of Equity Shares or any shortage of Equity Shares after allocation of Equity Shares as set out in the process described above.
45
Basis of Acceptance of Equity Shares between Categories
After acceptances of tendered Equity Shares, as mentioned above, in case, there are any Equity Shares left to be bought back in
one category (“Partially filled Category”), and there are additional unaccepted validly tendered Equity Shares (“Further
Additional Shares”) in the second Category (“Over Tendered Category”), then the Further Additional Shares in the Over
Tendered Category shall be accepted in a proportionate manner i.e. valid Acceptances per Shareholder shall be equal to the
Further Additional Shares validly tendered by an Eligible Shareholder in the Over Tendered Category divided by the total Further
Additional Shares in the Over Tendered Category and multiplied by the total Equity Shares left to be bought back in the Partially
filled Category.
If the Partially Filled Category is the General Category and the Over Tendered Category is the Reserved Category, then any
Small Shareholder who has tendered Additional Shares shall be eligible for priority acceptance of one Equity Share before
acceptance out of the Equity Shares left to be bought back in the Partially Filled Category, provided no acceptance could take
place from such Eligible Shareholder in accordance with the paragraphs above.
Adjustment for fraction results in case of proportionate acceptance, as defined above:
(i) For any Eligible Shareholder, if the number of Further Additional Shares to be accepted, calculated on a proportionate
basis is not in the multiple of 1 and the fractional acceptance is greater than or equal to 0.50, then the fraction would be
rounded off to the next higher integer.
(ii) For any Eligible Shareholder, if the number of Further Additional Shares to be accepted, calculated on a proportionate
basis is not in the multiple of 1 and the fractional acceptance is less than 0.50, then the fraction shall be ignored.
For avoidance of doubt, it is clarified that:
(a) the Equity Shares Accepted under the Buyback from each Eligible Shareholder, in accordance with clauses above, shall
not exceed the number of Equity Shares tendered by the respective Eligible Shareholders;
(b) the Equity Shares Accepted under the Buyback from each Eligible Shareholder, in accordance with clauses above, shall
not exceed the number of Equity Shares held by respective Eligible Shareholder as on the Record Date; and
(c) the Equity Shares tendered by any Eligible Shareholder over and above the number of Equity Shares held by such
Eligible Shareholder as on the Record Date shall not be considered for the purpose of Acceptance in accordance with
the clauses above.
(d) In case of any practical issues, resulting out of rounding-off of Equity Shares or otherwise, the Board or any person(s)
authorized by the Board will have the authority to decide such final allocation with respect to such rounding-off or any
excess of Equity Shares or any shortage of Equity Shares after allocation of Equity Shares as set out in the process
described in above.
46
PROCEDURE FOR TENDER OFFER AND SETTLEMENT
1. Tender Offer and Settlement
1.1 THE BUYBACK IS OPEN TO ALL ELIGIBLE SHAREHOLDER(S) HOLDING EQUITY SHARES EITHER
IN PHYSICAL AND /OR DEMATERIALIZED FORM ON THE RECORD DATE.
1.2 The Company proposes to effect the Buyback through Tender Offer process, on a proportionate basis. The Letter of
Offer and Tender Form, outlining the terms of the Buyback as well as the detailed disclosures as specified in the
Buyback Regulations, will be e-mailed to Eligible Shareholders whose names appear on the register of members of the
Company, or who are beneficial owners of Equity Shares as per the records of Depositories, on the Record Date and
who have their email IDs registered with the Company or the Depository, and for all remaining Eligible Shareholders
who do not have their email IDs registered with the Company or the Depository, the Letter of Offer and the Tender
Form will be sent physically. However, on receipt of a request by the Registrar to the Buyback to receive a copy of
the Letter of Offer in physical format from such Eligible Shareholder to whom Letter of Offer and Tender Form were
emailed, the same shall be sent physically.
1.3 The Company will not accept any Equity Shares offered for Buyback where there exists any restraint order of a Court
or any other competent authority for transfer, disposal, sale or where loss of share certificates has been notified to the
Company or where the title to the Equity Shares is under dispute or otherwise not clear or where any other restraint
subsists.
1.4 The Company shall comply with Regulation 24(v) of the Buyback Regulations which states that the Company shall not
Buyback the locked-in Equity Shares and non-transferable Equity Shares till the pendency of the lock-in or till the
Equity Shares become transferrable.
1.5 the Eligible Shareholders are advised to tender Equity Shares from their respective demat accounts in which they are
holding the Equity Shares as on the Record Date; and in case of multiple demat accounts, Eligible Shareholders are required
to tender the applications separately from each demat account; In case of any changes in the demat account in which the
Equity Shares were held as on Record Date, such Eligible Shareholders should provide sufficient proof of the same to
the Registrar to the Buyback and such tendered Equity Shares may be Accepted subject to appropriate verification and
validation by the Registrar to the Buyback. The Board or any person(s) authorized by the Board will have the authority
to decide such final allocation in case of non-receipt of sufficient proof by such Eligible Shareholder.
1.6 Eligible Shareholders’ participation in Buyback will be voluntary. Eligible Shareholders can choose to participate, in
part or in full, and get cash in lieu of the Equity Shares accepted under the Buyback or they may choose not to
participate. Eligible Shareholders also have the option of tendering Additional Shares (over and above their Buyback
Entitlement) and participate in the shortfall created due to non-participation of some other Eligible Shareholders, if any.
Acceptance of any Equity Shares tendered in excess of the Buyback Entitlement by the Eligible Shareholder, shall be
in terms of procedure described in the section entitled “Process and Methodology for the Buyback” on page 43.
1.7 The Company shall accept all the Equity Shares validly tendered for the Buyback by Eligible Shareholders, on the basis
of their Buyback Entitlement as on the Record Date.
1.8 As indicated above, the Equity Shares proposed to be bought as a part of the Buyback is divided into two categories:
(a) Reserved Category for Small Shareholders; and
(b) General Category for other Eligible Shareholders.
And the Buyback Entitlement of an Eligible Shareholder in each category shall be calculated accordingly.
1.9 After accepting the Equity Shares tendered on the basis of Buyback Entitlement, Equity Shares left to be bought as a
part of the Buyback, if any, in one category shall first be accepted, in proportion to the Equity Shares tendered, over
and above their Buyback Entitlement, by Eligible Shareholders in that category, and thereafter, from Eligible
Shareholders who have tendered over and above their Buyback Entitlement, in other category.
1.10 The Buyback shall be implemented by the Company using the “Mechanism for acquisition of shares through Stock
Exchange” notified by SEBI vide circular CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015, circular no.
CFD/DCR2/CIR/P/2016/131 dated December 9, 2016, including any amendments and statutory modifications for time
being in force and following the procedure prescribed under the Companies Act, 2013 and the Buyback Regulations
and as may be determined by the Board (including the persons authorized to complete the formalities of the Buyback)
and on such terms and conditions as may be permitted by law from time to time.
47
1.11 The maximum tender under the Buyback by any Eligible Shareholder cannot exceed the number of Equity Shares held
by the Eligible Shareholder as on the Record Date.
1.12 For implementation of the Buyback, the Company has appointed JM Financial Services Limited as the registered broker
to the Company (the “Company’s Broker”) to facilitate the process of tendering of Equity Shares through stock
exchange mechanism for the Buyback. The contact details of the Company’s Broker are as follows:
Name: JM Financial Services Limited

Address: 5th Floor, Cnergy, Appasaheb Marathe Marg Prabhadevi,
Mumbai 400 025 India
Tel: +91 22 6704 3000; Fax: +91 22 4505 7222
Contact Person: Mr. Divyesh Kapadia; Tel: +91 22 6704 3458
Email: divyesh.kapadia@jmfl.com
Website: www.jmfinancialservices.in
SEBI Registration Number: INZ000195834
Corporate Identification Number: U67120MH1998PLC115415
1.13 The Company has requested the Stock Exchanges i.e. BSE and NSE to provide a separate acquisition window
(“Acquisition Window”) to facilitate placing of sell orders by Eligible Shareholders who wish to tender Equity Shares
in the Buyback. Accordingly, Equity Shares may be tendered in the Buyback through either BSE or NSE. BSE has
been appointed by the Company as the designated stock exchange for its Buyback.
1.14 During the tendering period, the order for selling the Equity Shares will be placed in the Acquisition Window by the
Eligible Shareholders through their respective stock brokers (each, a “Stock Broker”) during normal trading hours of
the secondary market. In the tendering process, the Company Broker may also process the orders received from the
Eligible Shareholders.
1.15 Modification or cancellation of orders and multiple bids from a single Eligible Shareholder will be allowed during the
tendering period of the Buyback. Multiple bids made by single Eligible Shareholder for selling the Equity Shares shall
be clubbed and considered as ‘one’ bid for the purposes of Acceptance.
1.16 The cumulative quantity tendered is expected to be available on the BSE website at www.bseindia.com and NSE
website at www.nseindia.com throughout the trading session and updated at specific intervals during the Tendering
Period.
1.17 All documents sent by the Eligible Shareholders will be at their own risk. Eligible Shareholders are advised to safeguard
adequately their interests in this regard.
2. Procedure to be followed by Eligible Shareholders holding shares in dematerialized form
2.1 Eligible Shareholders who desire to tender their Equity Shares under the Buyback would have to do so through their
respective Stock Broker by indicating to their Stock Broker, the details of Equity Shares they intend to tender under
the Buyback.
2.2 Each Stock Broker would be required to place an order/bid on behalf of the Eligible Shareholders who wish to tender
Equity Shares in the Buyback using the Acquisition Window of the Stock Exchanges. Before placing the bid, the
Eligible Shareholder would be required to transfer the tendered Equity Shares to the special account of Indian Clearing
Corporation Limited or NSE Clearing Limited (formerly known as National Securities Clearing Corporation Limited)
( the “Clearing Corporation”), by using the early pay in mechanism as prescribed by the Stock Exchanges or the
Clearing Corporation prior to placing the order/bid by the Stock Broker.
2.3 The details of the settlement number of the special account shall be provided in the issue opening circular that will be
issued by the Stock Exchanges or the Clearing Corporation.
2.4 For custodian participant orders for demat Equity Shares, early pay-in is mandatory prior to confirmation of order/bid
by custodians. The custodian shall either confirm or reject the orders not later than closing of trading hours on the last
day of the Tendering Period i.e. date of closing of the Buyback. Thereafter, all unconfirmed orders shall be deemed to
be rejected. For all confirmed custodian participant orders, any order modification shall revoke the custodian
confirmation and the revised order shall be sent to the custodian again for confirmation.
2.5 The reporting requirements for non-resident shareholders under Reserve Bank of India, Foreign Exchange
Management Act, 1999, as amended and any other rules, regulations, guidelines, for remittance of funds, shall be made
48
by the Eligible Shareholders and/ or the Shareholder Broker through which the Eligible Shareholders places the bids.
2.6 Upon placing the bid, the Stock Broker shall provide a Transaction Registration Slip (“TRS”) generated by the
exchange bidding system to the Eligible Shareholder on whose behalf the bid has been placed. TRS will contain details
of order submitted like Bid ID No., Application No., DP ID, Client ID, Number of Equity Shares tendered etc.
2.7 Eligible Shareholders who have tendered their Equity Shares in the Buyback may deliver the Tender Form duly signed
(by all Shareholders in case the Equity Shares are in joint names) in the same order in which they hold the Equity
Shares, along with the TRS generated by the exchange bidding system either by registered post or courier to the
Registrar to the Buyback not later than 2 (two) days from the Buyback Closing Date. The envelope should be
superscribed as “NIIT Limited Buyback 2021 ” It is clarified that in case of dematerialized Equity Shares, submission
of the Tender Form and TRS is not mandatory. After the receipt of the dematerialized Equity Shares in the account of
the Clearing Corporation and a valid bid in the exchange bidding system, the bid for Buyback shall be deemed to have
been tendered for Eligible Shareholders holding the Equity Shares in dematerialized form.
2.8 The Eligible Shareholders will have to ensure that they keep the DP Account active and unblocked to receive credit in
case of return of dematerialized Equity Shares due to rejection or partial acceptance. Excess Equity Shares or
unaccepted Equity Shares, in dematerialized form, if any, tendered by the Eligible Shareholders would be transferred
by the Clearing Corporation directly to the respective Eligible Shareholder’s DP account. If the securities transfer
instruction is rejected in the depository system, due to any issue then such securities will be transferred to the Stock
Broker’s depository pool account for onward transfer to such Eligible Shareholder.
2.9 Eligible Shareholders shall also provide all relevant documents, which are necessary to ensure transferability of the
Equity Shares in respect of the Tender Form. Such documents may include (but not be limited to): (a) Duly attested
power of attorney, if any person other than the Eligible Shareholder has signed the Tender Form; (b) Duly attested
death certificate and succession certificate/ legal heirship certificate, in case any Eligible Shareholder has expired; and
2.10 In case of companies, the necessary certified corporate authorizations (including board and/ or general meeting
resolutions).
3. Procedure to be followed by Eligible Shareholders holding Equity Shares in the Physical form:
3.1 In accordance with SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/144 dated July 31, 2020, Eligible
Shareholders holding Equity Shares in physical form can participate in the Buyback. The procedure is as below.
3.2 While shareholders holding equity shares in physical form are eligible to participate in the Buyback, they are urged to
have their shares dematerialized so as to be able to freely transfer them and participate in corporate actions in a
convenient and effective manner.
3.3 Eligible Shareholders who are holding physical Equity Shares and intend to participate in the Buyback will be required
to approach their respective Stock Brokers along with the complete set of documents for verification procedures to be
carried out including the (i) original share certificate(s), (ii) valid share transfer form(s) (i.e., form SH-4) duly filled
and signed by the transferors (i.e. by all registered Eligible Shareholders in same order and as per the specimen
signatures registered with the Company) and duly witnessed at the appropriate place authorizing the transfer in favour
of the Company, (iii) self-attested copy of the Eligible Shareholder’s PAN Card, and (iv) any other relevant documents
such as power of attorney, corporate authorization (including board resolution/ specimen signature), notarized copy of
death certificate and succession certificate or probated will, if the original shareholder has deceased, etc., as applicable.
In addition, if the address of an Eligible Shareholder has undergone a change from the address registered in the Register
of Members of the Company, such Eligible Shareholder would be required to submit a self-attested copy of address
proof consisting of any one of the following documents: valid Aadhaar Card, Voter Identity Card or Passport.
3.4 Based on the documents mentioned in paragraph 3.3 above, the concerned Stock Broker shall place the bid on behalf
of the Eligible Shareholder holding Equity Shares in physical form who wishes to tender Equity Shares in the Buyback
using the acquisition window of the Stock Exchanges. Upon placing the bid, the Stock Broker shall provide a TRS
generated by the Stock Exchanges’ bidding system to the Eligible Shareholder. The TRS will contain the details of the
order submitted like Folio No., Certificate No., Distinctive No., No. of Equity Shares tendered, etc.
3.5 The Stock Broker has to deliver the original share certificate(s) and documents (as mentioned in paragraph above)
along with TRS either by registered post or courier or hand delivery to the Registrar (at the address mentioned at
paragraph above or the collection centres of the Registrar details of which are included in this Letter of Offer) within
2 (two) days of closure of the Tendering Period. The envelope should be super scribed as “NIIT Buyback Offer
2021”. One copy of the TRS will be retained by Registrar and it will provide acknowledgement of the same to the
Stock Broker/ Eligible Shareholder.
49
3.6 An Eligible Shareholder holding physical Equity Shares should note that physical Equity Shares will not be Accepted
unless the complete set of documents are submitted. Acceptance of the physical Equity Shares for the Buyback shall
be subject to verification as per the Buyback Regulations and any further directions issued in this regard. The Registrar
will verify such bids based on the documents submitted on a daily basis and till such time the Stock Exchanges shall
display such bids as ‘unconfirmed physical bids’. Once the Registrar confirms the bids, it will be treated as ‘confirmed
bids’.
3.7 All documents as mentioned above, shall be enclosed with the valid Tender Form, otherwise the Equity Shares tendered
will be liable for rejection.
3.8 In case any Eligible Shareholder has submitted Equity Shares in physical form for dematerialization, such Equity
Shareholders should ensure that the process of getting the Equity Shares dematerialized is completed well in time so
that they can participate in the Buyback before Buyback Closing Date.
4. Additional requirements in respect of tenders by Eligible Shareholder being Non-resident Shareholders
4.1 While tendering their Equity Shares under the Buyback, all Eligible Shareholders being Non-resident Shareholders
(excluding FIIs and FPIs) should provide relevant confirmations/ declarations vide the duly filled-in and signed (by all
shareholders in case the Equity Shares are held in joint names) Tender Forms (including a copy of the permission
received from RBI wherever applicable). In the event relevant confirmations / declarations are not provided in the
Tender Forms or there is ambiguity in the information provided, the Company reserves the right to reject such Tender
Forms.
4.2 Foreign Portfolio Investor shareholders should also enclose a copy of their SEBI registration certificate.
4.3 In case the Equity Shares are held on repatriation basis, the Non-Resident Shareholders should enclose documents in
support of the same. Such documents should include:
(a) a copy of the permission received by them from RBI at the time of the original acquisition of Equity Shares;
(b) a letter from the Eligible Shareholder’s authorized dealer/bank confirming that at the time of acquiring the
said Equity Shares, payment for the same was made by the Non-Resident Shareholder from the appropriate
account as specified by RBI in its approval; and
(c) Any other document which evidences repatriability of sale proceeds in respect of the tendered Equity Shares.
4.4 By participating in the Buyback, the Non-Resident Shareholders give the Company the authority to make, sign, execute,
deliver, acknowledge and perform all applications to file regulatory reporting(s), if required, and such Non-Resident
Shareholders undertake to provide assistance to the Company for such regulatory reporting, if required by the Company.
4.5 In case the Non-Resident Shareholder is not in a position to produce supporting documents towards enabling
repatriation, the Equity Shares would be deemed to have been acquired on non-repatriation basis and in that case the
Non-Resident Shareholder shall submit a consent letter addressed to the Company, allowing the Company to make the
payment on a non-repatriation basis in respect of the valid Equity Shares accepted under the Offer i.e. by way of credit
to an non-repatriation bank account or issuance of Rupee demand draft.
4.6 If any of the above stated documents, as applicable, are not enclosed along with the Tender Form, the Equity Shares
tendered under the Buyback are liable to be rejected.
5. Non-receipt of the Letter of Offer / Tender Form
5.1 In case the Equity Shares are in dematerialized form
If Eligible Shareholder(s) who have been sent the Letter of Offer through electronic means wish to obtain a physical
copy of the Letter of Offer, they may send a request in writing to the Company or Registrar at the address or email id
mentioned at the cover page of the Letter of Offer stating name, address, number of Equity Shares held on Record Date,
client ID number, DP name / ID, beneficiary account number, and upon receipt of such request, a physical copy of the
Letter of Offer shall be provided to such Eligible Shareholder. An Eligible Shareholder may participate in the Offer by
downloading the Tender Form from the website of the Company i.e. www.niit.com or send an application in writing
on plain paper signed by all Eligible Shareholders (in case of joint holding), stating name and address of Eligible
Shareholder(s), number of Equity Shares held as on the Record Date, Client ID number, DP Name/ID, beneficiary
account number, number of Equity Shares tendered for the Buyback.
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5.2 In case Equity Shares are in physical form
(i) Eligible Shareholder(s) have been sent the Letter of Offer and the Tender Form. An Eligible Shareholder may
participate in the Buyback by providing their application in writing on plain paper signed by all Equity
Shareholders stating name, address, folio number, number of Equity Shares held, share certificate number,
number of Equity Shares tendered for the Buyback and the distinctive numbers thereof, enclosing the original
share certificate(s), copy of Equity Shareholders’ PAN card(s) and executed share transfer form in favour of
the Company. The Letter of Offer, Tender Form and share transfer form SH-4 can be downloaded from the
website of the Company, Equity Shareholders must ensure that the Tender Form, along with the TRS and
requisite documents (as mentioned in paragraph 3.3 on page 49 above), reach the Registrar not later than 2
(two) days from the Buyback Closing Date i.e. (by 5 PM). If the signature(s) of the Eligible Shareholders
provided in the plain paper application differs from the specimen signature(s) recorded with the Registrar of
the Company or are not in the same order (although attested), such applications are liable to be rejected under
this Buyback.
(ii) Please note that Eligible Shareholder(s) who intend to participate in the Buyback will be required to approach
their respective Stock Broker (along with the complete set of documents for verification procedures) and have
to ensure that their bid is entered by their respective Stock Broker or broker in the electronic platform to be
made available by the Stock Exchanges before the Buyback Closing Date, otherwise the same are liable to be
rejected.
(iii) The Company shall accept Equity Shares validly tendered by Eligible Shareholder(s) in the Buyback on the
basis of their shareholding as on the Record Date and the Buyback Entitlement. Eligible Shareholder(s) who
intend to participate in the Buyback using the ‘plain paper’ option as mentioned in paragraph 5.2 (i) above are
advised to confirm their entitlement from the Registrar to the Buyback, before participating in the Buyback.
6. Non-receipt of the Letter of Offer by, or accidental omission to dispatch the Letter of Offer to any Eligible Shareholder,
shall not invalidate the Buyback in any way.
7. Any Equity Shares tendered after the Buyback Closing Date by an Eligible Shareholder shall not be accepted.
8. The acceptance of the Buyback made by the Company is entirely at the discretion of the Eligible Shareholders of the
Company. The Company does not accept any responsibility for the decision of any Eligible Shareholder to either
participate or to not participate in the Buyback. The Company will not be responsible in any manner for any loss of
any documents during transit and the Eligible Shareholders are advised to adequately safeguard their interest in this
regard. The instructions and authorizations contained in the Tender Form constitute an integral part of the terms of this
Buyback.
9. The Registrar shall provide details of order Acceptance to Clearing Corporation within specified timelines.
10. Method of Settlement

Upon finalization of the basis of acceptance as per Buyback Regulations:
10.1 The settlement of trades shall be carried out in the manner similar to settlement of trades in the secondary market.
10.2 The Company will pay the consideration to the Company’s Broker who will transfer the funds pertaining to the
Buyback to the Clearing Corporation’s bank accounts as per the prescribed schedule. For Equity Shares accepted under
the Buyback, the Clearing Corporation will make direct funds payout to respective Eligible Shareholders. If Eligible
Shareholders’ bank account details are not available or if the funds transfer instruction is rejected by the Reserve Bank
of India/Eligible Shareholders’ bank, due to any reason, then such funds will be transferred to the concerned stock
broker’s settlement bank account for onward transfer to such Eligible Shareholders.
10.3 For the Eligible Shareholders holding Equity Shares in physical form, the funds pay-out would be given to their
respective Stock Broker’s settlement accounts for releasing the same to the respective Eligible Shareholder’s account.
10.4 The Equity Shares bought back in demat form would be transferred directly to the demat account of the Company
opened for the Buyback (“Company Demat Account”) provided it is indicated by the Company’s Broker or it will be
transferred by the Company’s Broker to the Company Demat Account on receipt of the Equity Shares from the clearing
and settlement mechanism of the Stock Exchanges.
10.5 In case of certain types of Eligible Shareholders viz. Non-Resident Shareholders (where there may be specific RBI and
other regulatory requirements pertaining to funds pay-out) who do not opt to settle through custodians, the funds pay-
51
out would be given to their respective Shareholder Broker’s settlement accounts for releasing the same to the respective
Eligible Shareholder account. For this purpose, such Eligible Shareholders details would be collected from the
Depositories, whereas amount payable to the Eligible Shareholder pertaining to the bids settled through custodians
will be transferred to the settlement bank account of the custodian, each in accordance with the applicable mechanism
prescribed by the Stock Exchanges and the Clearing Corporation from time to time.
10.6 The Eligible Shareholders will have to ensure that they keep the depository participant (“DP”) account active and
unblocked to receive credit in case of return of Equity Shares, due to rejection or due to non-acceptance of Equity
Shares under the Buyback.
10.7 Excess demat Equity Shares or unaccepted demat Equity Shares, if any, tendered by the Eligible Shareholders will be
returned to them by the Clearing Corporation. If the securities transfer instruction is rejected in the depository system,
due to any issue then such securities will be transferred to the Shareholder Broker’s depository pool account for onward
transfer to such Eligible Shareholder. Any excess physical Equity Shares pursuant to proportionate
acceptance/rejection will be returned back to the Eligible Shareholders directly by the Registrar. The Company is
authorized to split the share certificate and issue a new consolidated share certificate for the unaccepted Equity Shares,
in case the Equity Shares accepted by the Company are less than the Equity Shares tendered in the Buyback by Equity
Shareholders holding Equity Shares in the physical form.
10.8 The Company’s Broker would issue a contract note to the Company for the Equity Shares accepted under the Buyback.
10.9 Eligible Shareholders who intend to participate in the Buyback should consult their respective stock broker for any
cost, applicable taxes, charges and expenses (including brokerage) etc., that may be levied by the stock broker upon
the selling shareholders for tendering Equity Shares in the Buyback (secondary market transaction). The Buyback
consideration received by the Eligible Shareholders in respect of accepted Equity Shares could be net of such costs,
applicable taxes, charges and expenses (including brokerage) and the Company accepts no responsibility to bear or
pay such additional cost, charges and expenses (including brokerage) incurred solely by the Eligible Shareholders.
10.10 The Equity Shares accepted, bought and lying to the credit of the Company’s Demat Account and the Equity Shares
bought back and accepted in physical form will be extinguished in the manner and following the procedure prescribed
in the Buyback Regulations.
11. Rejection Criteria
11.1 The Equity Shares shall be liable for rejection on the following grounds amongst others:
(i) the Equity Shareholder is not a Eligible Shareholder of the Company as on the Record Date
(ii) in the event of non-receipt of the completed Tender Form and other documents from the Eligible Shareholders
who were holding shares in physical form as on the Record Date and have placed their bid in demat form; or
(iii) if there is a name mismatch in the demat account of the Eligible Shareholder and PAN; or
(iv) if there is any other company’s equity share certificate(s) enclosed with the Tender Form instead of the Equity
Share certificate(s) of the Company;
(v) There exists any restraint order of a court/any other competent authority for transfer/disposal/sale or where
loss of share certificates has been notified to the Company or where the title to the Equity Shares is under
dispute or otherwise not clear or where any other restraint subsists
(vi) if the transmission of Equity Shares is not completed, and the Equity Shares are not in the name of the Eligible
Shareholders;
(vii) if the Eligible Shareholders tender Equity Shares but the Registrar to the Buyback does not receive the Equity
Share certificate(s) or other relevant documents; or
(viii) in case the signature on the Tender Form and Form SH-4 does not match as per the specimen signature
recorded with Company/Registrar of the Company.
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NOTE ON TAXATION
THE FOLLOWING SUMMARY OF THE TAX CONSIDERATIONS IS BASED ON THE READING OF THE
CURRENT PROVISIONS OF THE TAX LAWS OF INDIA AND THE REGULATIONS THEREUNDER, THE
JUDICIAL AND THE ADMINISTRATIVE INTERPRETATIONS THEREOF, WHICH ARE SUBJECT TO
CHANGE OR MODIFICATION BY SUBSEQUENT LEGISLATIVE, REGULATORY, ADMINISTRATIVE OR
JUDICIAL DECISIONS. ANY SUCH CHANGES MIGHT HAVE DIFFERENT TAX IMPLICATIONS.
IN VIEW OF THE COMPLEXITY AND THE SUBJECTIVITY INVOLVED IN THE TAX CONSEQUENCES ON
BUYBACK TRANSACTION, ELIGIBLE SHAREHOLDERS ARE REQUIRED TO CONSULT THEIR
RESPECTIVE TAX ADVISORS FOR TAX TREATMENT IN THEIR HANDS CONSIDERING THE RELEVANT
TAX PROVISIONS, FACTS AND CIRCUMSTANCES OF THEIR CASE. THE COMPANY DOES NOT ACCEPT
ANY RESPONSIBILITY FOR THE ACCURACY OR OTHERWISE OF THIS TAX SUMMARY AND EXPLICITLY
DISOWNS ANY LIABILITY ARISING OUT OF ANY ACTION INCLUDING A TAX POSITION TAKEN BY THE
ELIGIBLE SHAREHOLDER BY RELYING ON THIS SUMMARY. THE SUMMARY OF TAX CONSIDERATIONS
RELATING TO BUY BACK OF EQUITY SHARES LISTED ON THE STOCK EXCHANGE SET OUT BELOW
SHOULD BE TREATED AS INDICATIVE AND FOR GENERAL GUIDANCE PURPOSES ONLY.
1. GENERAL
The Indian tax year runs from 1 April to 31 March. The basis of charge of Indian income-tax depends upon the
residential status of the taxpayer during a tax year. A person who is a tax resident of India is liable to taxation in India
on his worldwide income, subject to certain prescribed tax exemptions provided under the Income Tax Act 1961
(‘Income Tax Act’ or ‘ITA’).
A person who is treated as a non-resident for Indian tax purposes is generally liable to tax in India only on his/her India
sourced income or income received by such person in India. In case of shares of a Company, the source of income from
shares would depend on the ‘situs’ of the shares. As per judicial precedents, generally the “situs” of the shares is where
company is “incorporated” and where its shares can be transferred. Accordingly, since the Company is incorporated in
India, the shares of the Company would be “situated” in India and any gains arising to a non-resident on transfer of
such shares should be taxable in India under the ITA subject to any specific exemption in this regard. Further, the non-
resident can avail the beneficial tax treatment prescribed under the relevant Double Tax Avoidance Agreement
(“DTAA”) subject to satisfaction of the relevant conditions including non-applicability of General Anti-Avoidance
Rule (“GAAR”) and providing and maintaining necessary information and documents as prescribed under the ITA.
The summary of tax implications on buyback of equity shares listed on the stock exchanges in India is set out below.
All references to equity shares in this note refer to equity shares listed on the stock exchanges in India unless stated
otherwise.
2. INCOME TAX PROVISIONS IN RESPECT OF BUY BACK OF EQUITY SHARES LISTED ON THE
RECOGNISED STOCK EXCHANGE
a. Section 115QA of the ITA provides for the levy of additional Income- tax at the rate of twenty per cent (as
increased by Surcharge and Health and Education cess, as applicable) of the distributed income on account of
buyback of listed equity shares by all domestic Indian company. The tax is chargeable on distributed income
which is defined under section 115QA to mean the consideration paid by the company on buyback of shares
as reduced by the amount which was received by the company for issue of such shares. Such tax on distributed
income is to be discharged by the company as per the procedure laid down in section 115QA read with any
applicable rules framed thereunder.
b. The tax on the distributed income by the company shall be treated as the final payment of tax in respect of the
said income and no further credit therefor is allowable under the ITA to the company or to any other person
in respect of the amount of tax so paid.
c. No deduction under any other provision of the ITA shall be allowed to the company or a shareholder in respect
of the income which has been charged to tax on the distributed income under section 115QA.
d. As the said additional income-tax has been levied at the level of company under Section 115QA of the ITA,
the consequential income arising in the hands of shareholders has been exempted from tax under sub-clause
(34A) of section 10 of the ITA. Accordingly, any income arising in the hands of the shareholder (whether
resident or non-resident) on buyback of equity shares shall be exempt from tax in India irrespective of the
characterisation of the shares, i.e. whether long term or short term or held as investment or stock-in-trade under
sub-clause (34A) of Section 10 of the ITA.
53
3. TAX DEDUCTION AT SOURCE
In absence of any specific provision under the current ITA, the Company is not required to deduct tax at source on the
consideration payable to resident shareholders pursuant to the Buyback.
Further, given that the consequential income arising in the hands of shareholder will be exempted by virtue of sub-clause
(34A) of Section 10 of the ITA, the same would not be subject to tax deduction at source for non-resident shareholders.
Caveat:
The summary of the tax considerations as above is based on the current provisions of the tax laws of India, which are subject
to change or modification by subsequent legislative, regulatory, administrative or judicial decisions.
Shareholders, who are non-residents in India, in respect of tax consequence (including capital gain tax, if any) in their state
of residence, are required to consult their tax advisors for the applicable tax and the appropriate course of action that they
should take considering the provisions of the relevant Country or State tax law and provisions of DTAA where applicable.
The above note on taxation sets out the provisions of law in a summary manner only and does not purport to be a complete
analysis or listing of all potential tax consequences of the disposal of equity shares. This note is neither binding on any
regulators nor can there be any assurance that they will not take a position contrary to the comments mentioned herein.
4. SECURITIES TRANSACTION TAX
Since the buyback of shares shall take place through the settlement mechanism of the Stock Exchange, Securities Transaction
Tax at 0.1% of the value of the transaction will be applicable.
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DECLARATION
The Board has made full enquiry into the affairs and prospects of the Company and confirm that:
(i) there are no defaults subsisting in repayment of deposits, redemption of debentures or preference shares or repayment
of term loans to any financial institutions or banks;
(ii) Immediately following the date of the Board meeting and the date on which the result of special resolution approving
the Buyback is passed by way of postal ballot (“Postal Ballot Resolution”), were declared, there will be no grounds
on which the Company could be found unable to pay its debts;
(iii) As regards the Company’s prospects for the year immediately following the date of the Board, approving the Buyback
as well as for the year immediately following the date of Postal Ballot Resolution, and having regard to the Board’s
intention with respect to the management of Company’s business during that year and to the amount and character of
the financial resources which will in the Board’s view be available to the Company during that year, the Company will
be able to meet its liabilities as and when they fall due and will not be rendered insolvent within a period of one year
from the date of the Board Meeting and also from the date of approval of Postal Ballot Resolution;
(iv) In forming an opinion as aforesaid, the Board has taken into account the liabilities (including prospective and contingent
liabilities), as if the Company was being wound up under the provisions of the Companies Act, 2013/Insolvency and
Bankruptcy Code, 2016, as amended.
The declaration has been made and issued under the authority of the Board in terms of the resolution passed at its meeting held
on December 24, 2020
For and on behalf of the Board
Sd/- Sd/-
Vijay K Thadani Parappil Rajendran

Vice-Chairman & Managing Director Joint Managing Director
55
AUDITORS CERTIFICATE
Report addressed to the Board of Directors by the Company’s Auditors on the permissible capital payment:
The text of the report dated December 24, 2020 received from M/s S.R. Batliboi & Associates LLP, Chartered Accountants, the
Statutory Auditors of the Company, addressed to the Board of Directors of the Company is reproduced below:
Quote
Independent Auditor’s Report on buy back of shares pursuant to the requirement of Schedule I to the Securities and
Exchange Board of India (Buyback of Securities) (Amendment) Regulations, 2018, as amended
The Board of Directors
NIIT Limited
8, Balaji Estate, First Floor,
Guru Ravi Das Marg,
Kalka Ji, New Delhi 110019
1. This Report is issued in accordance with the terms of our service scope letter dated December 23, 2020 and master
engagement agreement dated October 10, 2017 and addendum to master agreement dated June 15, 2018 with NIIT Limited
(hereinafter the “Company”).
2. In connection with the proposal of NIIT Limited (“the Company”) to buy back its equity shares in pursuance of the provisions
of Section 68, 69 and 70 of the Companies Act, 2013 (“the Act”) and Securities and Exchange Board of India (Buy-back of
Securities) Regulations, 2018, as amended (“the Regulations”), and in terms of the resolution passed by the directors of the
Company in their meeting held on December 24, 2020, which is subject to the approval of the shareholders of the Company,
we have been requested by the Company to perform a reasonable assurance engagement on the Statement of determination
of the amount of permissible capital payment (including premium) (the “Statement”), which we have initialed for
identification purposes only.
Board of Directors Responsibility for the Statement
3. The preparation of the Statement is the responsibility of the Board of Directors of the Company, including the preparation
and maintenance of all accounting and other relevant supporting records and documents. This responsibility includes the
design, implementation and maintenance of internal control relevant to the preparation and presentation of the Statement
and applying an appropriate basis of preparation; and making estimates that are reasonable in the circumstances.
4. The Board of Directors are responsible to make a full inquiry into the affairs of the Company and to form an opinion that
the Company will not be rendered insolvent within a period of one year from the date of meeting of the Board of Directors
approving the buyback of its equity shares i.e. December 24, 2020 (hereinafter referred as the “date of Board meeting”) and
from the date on which the results of the shareholders’ resolution with regard to the proposed buyback are declared.
5. The Board of Directors are responsible to ensure compliance with the Act and the regulations.
Auditor’s Responsibility
6. Pursuant to the requirements of the Regulations, it is our responsibility to provide reasonable assurance on the following
“Reporting Criteria”:
(i) Whether we have inquired into the state of affairs of the Company in relation to its audited financial statements for the
year ended March 31, 2020;
(ii) Whether the amount of permissible capital payment (including premium) for the buyback is within the permissible limit
and computed in accordance with the provisions of Section 68 (2) (c) of the Act and regulation 4 (i) of the Regulations;
(iii) Whether the Board of Directors has formed the opinion, as specified in Clause (x) of Schedule I to the Regulations, on
a reasonable grounds that the Company having regard to its state of affairs will not be rendered insolvent within a
period of one year from the date of Board meeting and from the date on which the results of the shareholder’s resolution
with regard to the proposed buy-back are declared;
(iv) Whether we are aware of anything to indicate that the opinion expressed by the Directors in the declaration as to any
of the matters mentioned in the declaration is unreasonable in circumstances as at the date of declaration.
7. The standalone and consolidated financial statements as at March 31, 2020, have been audited by us, on which we issued
an unmodified audit opinion vide our report(s) dated June 04, 2020. Our audits of these financial statements were conducted
in accordance with the Standards on Auditing, as specified under Section 143(10) of the Act and other applicable
authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards require that we
plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement.
8. We conducted our examination of the Statement in accordance with the Guidance Note on Reports or Certificates for Special
Purposes issued by the Institute of Chartered Accountants of India. The Guidance Note requires that we comply with the
ethical requirements of the Code of Ethics issued by the Institute of Chartered Accountants of India.
56
9. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control
for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services
Engagements.
10. A reasonable assurance engagement involves performing procedures to obtain sufficient appropriate evidence on the
Reporting criteria mention in paragraph 6 above. The procedures selected depend on the auditor’s judgement, including the
assessment of the risks associated with the Reporting Criteria. We have performed the following procedures in relation to
the Statement:
i) We have inquired into the state of affairs of the Company in relation to its audited standalone and consolidated financial
statements for the year ended March 31, 2020;
ii) Examined authorization for buyback from the Articles of Association of the Company;
iii) Examined that the amount of permissible capital payment (including premium) for the buyback as detailed in Annexure
A is within permissible limit computed in accordance with section 68 (2) (c) of the Act and regulation 4 (i) of the
Regulations based on the audited standalone and consolidated financial statements of the Company as at March 31,
2020;
iv) Examined that the ratio of debt owned by the Company, if any, is not more than twice the paid-up capital and its free
reserve after such buy-back;
v) Examined that all shares for buyback are fully paid-up;
vi) Examined resolutions passed in the meeting of the Board of Directors held on December 24, 2020;
vii) Examined Director’s declarations for the purpose of buy back and solvency of the Company;
viii) Obtained necessary representations form the management of the Company.
Opinion
11. Based on our examination as above, and the information and explanations given to us, we state that we have inquired to the
state of affairs of the Company and in our opinion,
(i) the Statement of permissible capital payment towards buyback of equity shares, as stated in Annexure A, has been
properly determined in accordance with Section 68 (2) (c) of the Act and regulation 4 (i) of the Regulations; and
(ii) the Board of Directors, in their meeting held on December 24, 2020, have formed the opinion, as specified in clause (x)
of Schedule I of the Regulations, on reasonable grounds, that the Company will not, having regard to its state of affairs,
be rendered insolvent within a period of one year from the date of Board meeting and from the date on which the results
of the shareholder’s resolution with regard to the proposed buyback are declared and we are not aware of anything to
indicate that the opinion expressed by the Directors in the declaration as to any of the matters mentioned in the
declaration is unreasonable in circumstances as at the date of declaration.
Restriction on Use
12. The certificate is addressed to and provided to the Board of Directors of the Company pursuant to the requirements of the
Regulations solely to enable them to include it (a) in the explanatory statement to be included in the postal ballot notice to
be circulated to the shareholders of the Company, (b) in the public announcement to be made to the Shareholders of the
Company, (c) in the draft letter of offer and letter of offer to be filed with the Securities and Exchange Board of India, the
Stock Exchanges, the Registrar of Companies as required by the Act and the Regulations, the National Securities Depository
Limited , the Central Depository Securities (India) Limited and for providing to the Merchant banker to the buyback offer
and should not be used by any other person or for any other purpose.
13. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to
whom this report is shown or into whose hands it may come without our prior consent in writing. We have no responsibility
to update this report for events and circumstances occurring after the date of this report.
For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004
Sd/-
per Sanjay Bachchani
Partner
Membership Number: 400419
UDIN: 20400419AAAAKA1019
Place of Signature: Gurugram
Date: December 24, 2020
57
Statement of permissible capital payment (Annexure-A)
Computation of amount of permissible capital payment towards buyback of equity shares in accordance with section 68(2)(c)
of the Companies Act 2013 and regulation 4 (i) of Securities and Exchange Board of India (Buy-back of Securities)
Regulations, 2018, as amended, based on Audited standalone and consolidated financial statements of the Company for the
year ended March 31, 2020
Rs. in millions
Particulars Standalone Consolidated
Paid-up Equity Share Capital (A)

283.03 283.03
(141,508,401 Equity shares of Rs. 2 /- each)
Free Reserves
Securities Premium - 104.41
General Reserve - 46.34
Retained Earnings 9,919.51 9,060.86
Total Free Reserves (B) 9,919.51 9,211.61
Total (A+B) 10,202.54 9,494.64
Maximum amount permissible for the buyback i.e. 25% of

2,550.64 2,373.66
total paid-up equity share capital and free reserves #
Maximum amount permitted by the Board resolution dated

2,370.00 2,370.00
December 24, 2020 approving buyback
# Note: As per provisions of section 68 (2) (c) of the Companies Act 2013 and regulation 4 (i) of Securities and Exchange Board
of India (Buy-back of Securities) Regulations, 2018, the maximum amount permissible for the buyback of equity shares of the
Company is twenty five percent or less of the aggregate of paid up capital and free reserves of the Company.
Signature Sd/- Sd/- Sd/-
Name Vijay Kumar Thadani P Rajendran Sanjay Mal
Designation Vice-Chairman & Managing Joint Managing Director Chief Financial Officer
Director
DIN/PAN 00042527 00042531 AAFPM6063L
Date: December 24, 2020

Place: Gurugram
58
CONFIRMATIONS UNDER COMPANIES ACT AND BUYBACK REGULATIONS
As per the provisions of the Companies Act, 2013 and the Buyback Regulations, the Company hereby confirms that:
1.1. All the Equity Shares for Buyback are fully paid-up;
1.2. The Company shall not issue and allot any equity shares or other specified securities including by way of bonus, from
the date of passing of the special resolution till the date of expiry of the Buyback Period;
1.3. The ratio of the aggregate of secured and unsecured debts owed by the Company, will not be more than twice the paid-
up capital and free reserves after the Buyback on both standalone and consolidated basis;
1.4. The Company, as per provisions of Section 68(8) of the Act, shall not make further issue of the same kind of equity
shares or other specified securities within a period of six months after the expiry of the Buyback Period except by way
of bonus shares or equity shares issued to discharge subsisting obligations such as conversion of warrants, stock option
schemes, sweat equity or conversion of preference shares or debentures into equity shares (“the subsisting obligations”);
1.5. The Company shall not raise further capital for a period of one year or any such period as may be stipulated by SEBI,
from the expiry of the Buyback Period, except in discharge of subsisting obligations;
1.6. The Company shall not buyback locked-in equity shares and non-transferable equity shares till the pendency of the
lock-in or till the equity shares become transferable;
1.7. The Company shall not buyback its equity shares from any person through negotiated deal whether on or off the stock
exchanges or through spot transactions or through any private arrangement in the implementation of the Buyback;
1.8. That the Company has been in compliance with Sections 92, 123, 127 and 129 of the Act;
1.9. The Company shall not make any offer of buyback within a period of one year reckoned from the date of expiry of the
Buyback Period;
1.10. There is no pendency of any scheme of amalgamation or compromise or arrangement pursuant to the provisions of the
Act, as on date;
1.11. The buyback shall be completed within a period of one (1) year from the date of passing of the special resolution
through postal ballot;
1.12. The Company shall pay the consideration only by way of cash;
1.13. The Company shall transfer from its free reserves a sum equal to the nominal value of the equity shares purchased
through the Buyback to the Capital Redemption Reserve Account and the details of such transfer shall be disclosed in
its subsequent audited financial statements;
1.14. There are no defaults subsisting in the repayment of deposits or interest payment thereon, redemption of debentures or
interest payment thereon or preference shares or payment of dividend due to any shareholder or repayment of any term
loans or interest payable thereon to any financial institution or banks;
1.15. The Company shall not withdraw the Buyback offer after the draft letter of offer is filed with the SEBI;
1.16. The Company has not undertaken a buyback of any of its securities during the period of one year immediately preceding
the date of the Board meeting wherein the proposal of Buyback was approved;
1.17. That funds borrowed from Banks and Financial Institutions, if any, will not be used for the Buyback;
1.18. The Company shall comply with the statutory and regulatory timelines in respect of the buyback in such manner as
prescribed under the Act and/or the Buyback Regulations and any other applicable laws;
1.19. The Buyback shall not result in delisting of the Equity Shares from the stock exchanges; and
1.20. The Company shall not directly or indirectly purchase its Equity Shares through any subsidiary company including its
own subsidiary companies or through any investment company or group of investment companies.
59
DOCUMENTS FOR INSPECTION
The copies of the following documents will be available for inspection by the members during the offer period. Members seeking
to inspect such documents (physically or electronically), can send an email to investors@niit.com. Physical inspection of the
documents shall be arranged on the basis of request received from the members at the Registered Office of the Company at 8,
Balaji Estate, First Floor, Guru Ravi Das Marg, Kalkaji, New Delhi - 110019 between 09:00 a.m. and 5:00 p.m. on all Working
Days except Saturday, Sunday and public holidays.
1. Certificate of incorporation of the Company
2. Certified copies of the updated Memorandum of Association and Articles of the Company, as amended.
3. Annual reports of the Company for the past three Financial Years
4. Audited consolidated and standalone financial statements of the Company as at and for the period ended December 31,
2020
5. Resolution of the Board dated December 24, 2020 approving the proposal of Buyback
6. Special Resolution of the Shareholders passed by way of postal ballot dated February 10, 2021 approving the proposal
of Buyback
7. Auditor’s Report dated December 24, 2020 by M/s S.R Batliboi & Associates LLP, Chartered Accountants, the
Statutory Auditors of the Company in terms of clause (xi) of Schedule I of the Buyback Regulations
8. Public Announcement dated February 15, 2021 published in all editions of Financial Express an English national daily
newspaper, and Jansatta a Hindi national daily newspaper (being the regional language where our Registered Office is
located) on February 16, 2021.
9. Declaration of solvency and affidavit dated February 23, 2021
10. Certificate dated February 15, 2021 issued by Bansi S. Mehta & Co., , Chartered Accountants, confirming that the
Company has adequate funds for the purposes of the Buyback
11. Escrow Agreement dated March 31, 2021; and
12. SEBI letter dated March 30, 2021 providing its observations in terms of the Buyback Regulations.
60
DETAILS OF THE COMPLIANCE OFFICER
The details of the Company Secretary and Compliance Officer are provided below:
Mr. Deepak Bansal

Company Secretary and Compliance Officer
NIIT Limited
Address: Plot no 85, Sector 32, Institutional Area, Gurugram – 122001, Haryana, India
Tel: +91 124 4293360;
Fax: +91 124 4293333;
Email: Investors@niit.com
Eligible Shareholders may contact the Compliance Officer for any clarification or to address their grievances, if any, during
office hours, being 10:00 a.m. to 5:00 p.m. on all Working Days except Saturday, Sunday and public holidays.
DETAILS OF THE REMEDIES AVAILABLE TO THE ELIGIBLE SHAREHOLDERS
In case of any grievances relating to the Buyback (e.g. non receipt of the Buyback consideration, demat credit, etc.) the Eligible
Shareholders can approach Compliance Officer and/or the Manager to the Buyback and/or Registrar to the Buyback for redressal.
In the event the Company makes any default in compliance with the provisions Section 68, 69 and 70 of the Companies Act,
2013 or rules made thereunder as may be applicable to the Buyback, the Company or any officer of the Company who is in
default shall be liable in terms of the Companies Act, 2013.
The address of the concerned office of the Registrar of Companies is as follows:
The Registrar of Companies NCT of Delhi & Haryana

4th Floor, IFCI Tower, 61,
Nehru Place, New Delhi - 110019
Phone: 011-26235703, 26235708
Fax: 011-26235702
DETAILS OF THE INVESTOR SERVICE CENTER
In case of any query, the Eligible Shareholders may contact the Registrar to the Buyback during working hours, being 10:00 a.m.
to 5:00 p.m. on all working days, except Saturday, Sunday and public holidays at the following address:

Mumbai - 400083
Tel: +91 22 4918 6200; Fax: +91 22 4918 6195
SEBI Registration Number: INR000004058
Corporate Identity Number: U67190MH1999PTC118368
DETAILS OF MANAGER TO THE BUYBACK
The details of the Manager to the Buyback are provided below:
JM FINANCIAL LIMITED
7th Floor, Cnergy, Appasaheb Marathe Marg, Prabhadevi,
Mumbai - 400 025
Tel: +91 22 6630 3030; Fax: +91 22 6630 3330
Contact Person: Ms. Prachee Dhuri
Email: niit.buyback2021@jmfl.com
Website: www.jmfl.com
SEBI Registration Number: INM000010361
Corporate Identity Number: L67120MH1986PLC038784
61
DECLARATION BY THE DIRECTORS REGARDING AUTHENTICITY OF THE INFORMATION IN THIS
LETTER OF OFFER
In terms of Regulation 24(i)(a) of the Buyback Regulations, the Board accepts full responsibility for the information
contained in this Letter of Offer. This Letter of Offer is issued under the authority of the Board in terms of the resolution
passed by the Board in its meeting held on December 24, 2020
For and on behalf of the Board
Sd/- Sd/- Sd/-
Vijay Kumar Thadani P Rajendran Deepak Bansal

Vice Chairman & Joint Managing Director Company Secretary
Managing Director and Compliance Officer
DIN: 00042527 DIN: 00042531 ACS 11579
Date: April 1, 2021

Place: New Delhi
62
TENDER FORM FOR ELIGIBLE SHAREHOLDERS HOLDING SHARES IN DEMATERIALISED FORM
FORM OF ACCEPTANCE-CUM-ACKNOWLEDGEMENT
Bid Number:
Date:
BUYBACK OPENS ON: Monday, April 12, 2021
BUYBACK CLOSES ON: Wednesday, April 28, 2021
For Registrar / collection centre use

Inward No. Date Stamp
Status (Please tick appropriate box)

Individual FII Insurance Co.
Foreign NRI/OCB FVCI
Co.
Body Bank / FI Pension / PF
Corporate
VCF Partnership/LLP Others (specify)
India Tax Residency Status: (Please tick appropriate box)

Resident Non-Resident in Resident of
in India India ……………(Shareholder to
fill the country of residence)
To,
NIIT Limited
C/o. Link Intime India Private Limited,
C-101, 1st Floor, 247 Park,
L.B.S Marg, Vikhroli (West),
Mumbai, Maharashtra - 400 083
Dear Sirs,
Sub: Letter of Offer dated April 01, 2021 in relation to the Buyback of up to 9,875,000 Equity Shares of NIIT Limited (the “Company”) at a price of INR 240
(Rupees Two Hundred and Forty only) per Equity Share (the “Buyback Price”) payable in cash (the “Buyback”)
1. I/We having read and understood the Letter of Offer dated April 01, 2021 hereby tender / offer my / our Equity Shares in response to the Buyback on the terms and
conditions set out below and in the Letter of Offer.
2. I / We authorise the Company to Buyback the Equity Shares offered (as mentioned below) and to issue instruction(s) to the Registrar to the Buyback to extinguish the
Equity Share.
3. I / We hereby affirm and warrant that the Equity Shares comprised in this tender / offer are offered for Buyback by me / us are free from all liens, equitable interest,
charges and encumbrance.
4. I / We declare and warrant that there are no restraints / injunctions or other order(s)/ covenants of any nature which limits / restricts in any manner my / our right to
tender Equity Shares for Buyback and that I / We am / are legally entitled to tender / offer the Equity Shares for the Buyback.
5. I/We agree that the Company will pay the Buyback Offer Price only after due verification of the validity of the documents and that the consideration will be paid as per
secondary market mechanism. The Eligible Shareholders will have to ensure that they keep the DP Account active and unblocked to receive credit in case of return of
Equity Shares due to rejection or due to the Buyback being on a proportionate basis in terms of the Ratio of Buyback.
6. I / We agree that the consideration for the accepted Equity Shares will be paid to the Eligible Shareholder as per the provisions of Buyback Regulations and circulars
issued by SEBI.
7. I/We agree that the excess demat Shares or unaccepted demat Shares, if any, tendered would be returned to the Eligible Shareholder as per the provision of Buyback
Regulations and circulars issued by SEBI.
8. I / We agree to receive, at my own risk, the invalid / unaccepted Equity Shares under the Buy-back in the demat a/c from where I / we have tendered the Equity Shares in
the Buy-back.
9. I / We undertake to return to the Company any Buyback consideration that may be wrongfully received by me / us.
10. I / We undertake to execute any further documents and give any further assurances that may be required or expedient to give effect to my / our tender offer and agree to
abide by any decision that may be taken by the Company to effect the Buyback in accordance with the Companies Act, 2013 and rules made thereunder, the Buyback
Regulations and as may be required under RBI Regulations.
11. I/ We undertake to indemnify the Company if any tax demand is raised on the Company on account of gains arising to me / us on buyback of shares. I / We also
undertake to provide the Company, the relevant details in respect of the taxability / non-taxability of the proceeds arising on buyback of shares by the Company, copy of
tax return filed in India, evidence of the tax paid etc., whenever called for.
12. Applicable for all non-resident shareholders: I/We, being a Non-Resident Shareholder, agree to obtain and submit all necessary approvals, if any and to the extent
required from the concerned authorities including approvals from the RBI under FEMA and any other the rules and regulations, for tendering Equity Shares in the
Buyback, and also undertake to comply with the reporting requirements, if applicable, and any other rules, regulations and guidelines, in regard to remittance of funds
outside India.
13. Details of Equity Shares held and tendered / offered for Buyback Offer:
In Figures In Words
Number of Equity Shares held as on Record

Date (February 24, 2021)
Number of Equity Shares entitled for Buyback

(Buyback Entitlement)
Number of Equity Shares offered for Buyback

(including Additional Shares, if any)
Note: An Eligible Shareholder may tender Equity Shares over and above his / her Buyback Entitlement. Number of Equity Shares validly tendered by any Eligible
Shareholder up to the Buyback Entitlement of such Eligible Shareholder shall be accepted to the full extent. The Equity Shares tendered by any Eligible Shareholder over and
above the Buyback Entitlement of such Eligible Shareholder shall be accepted in accordance with the Letter of Offer. Equity Shares tendered by any Eligible Shareholder
over and above the number of Equity Shares held by such Eligible Shareholder as on the Record Date shall not be considered for the purpose of Acceptance.
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Acknowledgement Slip: NIIT LIMITED – BUYBACK 2021
(to be filled by the Equity Shareholder) (subject to verification)
DP ID Client ID
Received from Mr./Ms./Mrs./M/s
Form of Acceptance-cum-Acknowledgement, Original TRS along with:
No. of Equity Shares offered for Buyback (In Figures) (in words)
Please quote Client ID No. &DP ID No. for all future correspondence Stamp of Broker
63
14. Details of Account with Depository Participant (DP):
Name of the Depository (tick whichever is applicable) □ NSDL □ CDSL
Name of the Depository Participant
DP ID No.
Client ID with the Depository Participant
15. Equity Shareholders Details:
First/Sole Holder Joint Holder 1 Joint Holder 2 Joint Holder 3
Full Name(s) of the Shareholder(s)
Signature(s)*
PAN No.
Address of the Sole/First Equity Shareholder
Telephone No. / Email ID of the Sole/First Equity
Shareholder
* Corporate must affix rubber stamp and sign under valid authority. The relevant corporate authorization should be enclosed with the application from submitted.
16. Applicable for all Non- resident Shareholders-
□ I / We undertake to pay taxes in India on any income arising on such Buyback in accordance with prevailing income tax laws in India within prescribed timelines
from the date on which the Equity Shares are bought back by the Company. I / We also undertake to indemnify the Company against any tax liability on any income
earned on such Buyback of shares by me / us.
□ I/We, being a Non-Resident Shareholder, agree to obtain and submit all necessary approvals, if any and to the extent required from the concerned authorities
including approvals from the RBI under FEMA and any other the rules and regulations, for tendering Equity Shares in the Buyback, and also undertake to comply
with the reporting requirements, if applicable, and any other rules, regulations and guidelines, in regard to remittance of funds outside India.
INSTRUCTIONS
This Tender Form has to be read along with the Letter of Offer and is subject to the terms and conditions mentioned in the Letter of Offer and this Tender / Offer Form
1. This Buyback offer will open on Monday, April 12, 2021 and close on Wednesday, April 28, 2021
2. The Equity Shares tendered in the Buyback shall be rejected if (i) the tenderer is not a Eligible Shareholder of the Company as on the Record Date; or (ii) if there is a
name mismatch in the demat account of the Eligible Shareholder and PAN; or .(iii) for any other reason as specified in Letter of Offer
3. The Buyback shall be rejected for Eligible Shareholder holding Equity Shares in dematerialised form in case of receipt of the completed Tender Form and other
documents but non-receipt of Equity Shares in the special account of the Clearing Corporation; or a non-receipt of valid bid in the exchange bidding system.
4. Eligible Shareholder is required to transfer the Equity Shares under the Buyback Offer to Clearing Corporation, by using the settlement number through the early pay-
in mechanism of depositories. This shall be validated by the Shareholder Broker at the time of order/bid entry. The details of the settlement number for the Buyback
will be provided in a separate circular which shall be issued at the time of issue opening by Clearing Corporation/ Stock Exchanges
5. The Eligible Shareholders will have to ensure that they keep the DP Account active and unblocked to receive credit in case of return of Equity Shares due to rejection
or partial acceptance. Excess demat Equity Shares or unaccepted demat Equity Shares, if any, tendered by the Eligible Shareholders would be returned to them by
Clearing Corporation. If the securities transfer instruction is rejected in the depository system, due to any issue then such securities will be transferred to the Stock
Broker’s depository pool account for onward transfer to the Eligible Shareholder. In case of custodian participant orders, excess demat Shares or unaccepted demat
Shares, if any, will be returned to the respective custodian participant.
6. For the procedure to be followed by Eligible Shareholders for tendering in the Buyback, please refer to “Procedure for Tender Offer and Settlement” of the Letter of
Offer.
7. In case of non-receipt of the Letter of Offer, Eligible Shareholders holding Equity Shares may participate in the offer by providing their application in plain paper in
writing signed by such Eligible Shareholder, stating the name of the Eligible Shareholder, address of the Equity Shareholder, number of Equity Shares held, Client ID
number, DP name, DP ID number and number of Equity Shares tendered. Eligible Shareholders have to ensure that their bid is entered in the electronic platform to be
made available by the _Stock Exchanges before the closure of the Buyback.
8. Eligible Shareholders to whom the Buyback offer is made are free to tender Equity Shares to the extent of their Buyback Entitlement in whole or in part or in excess of
their Buyback Entitlement, but not exceeding their holding as on the Record Date.
9. All documents sent by Eligible Shareholders will be at their own risk. Eligible Shareholders are advised to safeguard adequately their interests in this regard.
10. By agreeing to participate in the Buyback the Non-resident Shareholders give the Company the unconditional and irrevocable authority and power to make, sign,
execute, deliver, acknowledge and perform all applications to file regulatory reporting, if required, including FC-TRS form, if necessary and undertake to provide
assistance to the Company for such regulatory reporting, if required by the Company.
11. Non-Resident Shareholders must obtain all approvals required to tender the Equity Shares held by them in this Buyback (including without limitation the approval
from the RBI).
12. For the Eligible Shareholders holding Equity Shares in demat form, the Tender Form and TRS are not required to be submitted to the Company, Manager or the
Registrar. After the receipt of the demat Equity Shares by the Clearing Corporation and a valid bid in the exchange bidding system, the Buyback shall be deemed to
have been accepted for the Eligible Shareholders holding Equity Shares in demat form.
All capitalised items shall have the meaning ascribed to them in the Letter of Offer.
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ALL FUTURE CORRESPONDENCE IN CONNECTION WITH THIS BUYBACK, IF ANY, SHOULD BE ADDRESSED TO REGISTRAR TO THE BUYBACK
AT THE FOLLOWING ADDRESS QUOTING YOUR CLIENT ID AND DP ID:
Investor Service Centre – NIIT LIMITED - BUYBACK 2021
Link Intime India Private Limited
C-101, 1st Floor, 247 Park, LBS Marg, Vikhroli (West), Mumbai, Maharashtra - 400083
Tel: +91 22 4918 6200; Fax: +91 22 4918 6195; Contact Person: Mr. Sumeet Deshpande; Email: niit.buyback2021@linkintime.co.in;
Website: www.linkintime.co.in; SEBI Registration Number: INR000004058; Corporate Identity Number: U67190MH1999PTC118368
64
TENDER FORM FOR ELIGIBLE SHAREHOLDERS HOLDING SHARES IN PHYSICAL FORM
FORM OF ACCEPTANCE-CUM-ACKNOWLEDGEMENT
Bid Number:
Date:
BUYBACK OPENS ON: Monday, April 12, 2021
BUYBACK CLOSES ON: Wednesday, April 28, 2021
For Registrar / collection centre use

Inward No. Date Stamp
Status (Please tick appropriate box)

Individual FII Insurance Co.
Foreign NRI/OCB FVCI
Co.
Body Bank / FI Pension / PF
Corporate
VCF Partnership/LLP Others (specify)
India Tax Residency Status: (Please tick appropriate box)

Resident Non-Resident in Resident of
in India India ……………(Shareholder
to fill the country of
residence)
To,

NIIT Limited
C/o. Link Intime India Private Limited,
C-101, 1st Floor, 247 Park,
L.B.S Marg, Vikhroli (West),
Mumbai, Maharashtra - 400 083
Dear Sirs,
Sub: Letter of Offer dated April 01, 2021 in relation to the Buyback of up to 9,875,000 Equity Shares of NIIT Limited (the “Company”) at a price of INR 240 (Rupees
Two Hundred and Forty only) per Equity Share (the “Buyback Price”) payable in cash (the “Buyback”)
1. I/We having read and understood the Letter of Offer dated April 01, 2021 hereby tender / offer my / our Equity Shares in response to the Buyback on the terms and
conditions set out below and in the Letter of Offer.
2. I / We authorise the Company to Buyback the Equity Shares offered (as mentioned below) and to issue instruction(s) to the Registrar to the Buyback to extinguish the
Equity Share certificate.
3. I / We hereby affirm and warrant that the Equity Shares comprised in this tender / offer are offered for Buyback by me / us are free from all liens, equitable interest,
charges and encumbrance.
4. I / We declare and warrant that there are no restraints / injunctions or other order(s)/ covenants of any nature which limits / restricts in any manner my / our right to tender
Equity Shares for Buyback and that I / We am / are legally entitled to tender/ offer the Equity Shares for the Buyback.
5. I/We agree that the Company will pay the Buyback Offer Price only after due verification of the validity of the documents and that the consideration will be paid as per
secondary market mechanism to first named Eligible Shareholder.
6. I / We agree that the consideration for the accepted Equity Shares will be paid to the Eligible Shareholder as per the provisions of Buyback Regulations and circulars
issued by SEBI.
7. I/ We agree that the Company is not obliged to accept any Equity Shares offered for Buyback where loss of share certificates has been notified to the Company.
8. I / We undertake to return to the Company any Buyback consideration that may be wrongfully received by me / us.
9. I/We authorize the Company to split the share certificate and issue new consolidated share certificate for the unaccepted Equity Shares in case the Equity Shares accepted
by the Company are less than the Equity Shares tendered in the Buyback.
10. I/ We undertake to indemnify the Company if any tax demand is raised on the Company on account of gains arising to me / us on buyback of shares. I / We also
undertake to provide the Company, the relevant details in respect of the taxability / non-taxability of the proceeds arising on buyback of shares by the Company, copy of
tax return filed in India, evidence of the tax paid etc., whenever called for.
11. I / We undertake to execute any further documents and give any further assurances that may be required or expedient to give effect to my / our tender / offer and agree to
abide by any decision that may be taken by the Company to effect the Buyback in accordance with the Companies Act, 2013 and rules made thereunder, the Buyback
Regulations and as may be required under RBI Regulations.
12. Details of Equity Shares held and tendered / offered for Buyback Offer:
In Figures In Words
Number of Equity Shares held as on Record

Date February 24, 2021
Number of Equity Shares entitled for Buyback

(Buyback Entitlement)
Number of Equity Shares offered for Buyback

(including Additional Shares, if any)
Note: An Eligible Shareholder may tender Equity Shares over and above his / her Buyback Entitlement. Number of Equity Shares validly tendered by any Eligible
Shareholder up to the Buyback Entitlement of such Eligible Shareholder shall be accepted to the full extent. The Equity Shares tendered by any Eligible Shareholder
over and above the Buyback Entitlement of such Eligible Shareholder shall be accepted in accordance with the Letter of Offer. Equity Shares tendered by any Eligible
Shareholder over and above the number of Equity Shares held by such Eligible Shareholder as on the Record Date shall not be considered for the purpose of
Acceptance.
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Acknowledgement Slip: NIIT Limited – Buyback O f f e r 2 0 2 1
(to be filled by the Eligible Shareholder) (subject to verification)
Folio No.:
Received from Shri./ Smt.

Form of Acceptance-cum-Acknowledgement, Original TRS along with:
No. of Equity Shares offered for Buyback (In Figures) (In Words)
Please quote Folio No. for all future correspondence.

13. Details of Share Certificate(s) enclosed: Total No. of Share Certificate Submitted:
65
Sr. Folio No. Share Certificate No. Distinctive Nos. No. of Equity Shares
No. From To
1.
2.
Total
In case the number of folios and Equity Share certificates enclosed exceed two, please attach a separate sheet giving details in the same format as above.
14. Details of other documents (Please √ as appropriate, if applicable) enclosed:
Power of Attorney Previous RBI approvals for acquiring the Equity Shares
Corporate authorizations Death Certificate

Succession Certificate Self attested copy of Permanent Account Number (PAN Card)
TRS Others (please specify):
15. Details of the bank account of the sole or first Shareholder :
Name of the Bank Branch and City IFSC and MICR Code Account Number (indicate type of account)
16. Equity Shareholders Details:

Particulars First/ Sole Shareholder Joint Shareholder 1 Joint Shareholder 2 Joint Shareholder 3
Full Name(s) of the Shareholder
Signature(s)*
PAN
Address of the First/ Sole Shareholder
Telephone No. / Email ID

* Corporate must affix rubber stamp and sign under valid authority. The relevant corporate authorization should be enclosed with the application from submitted.
17. Applicable for all Non- resident Shareholders-
□ I / We undertake to pay taxes in India on any income arising on such Buyback in accordance with prevailing income tax laws in India within prescribed timelines. I / We
also undertake to indemnify the Company against any tax liability on any income earned on such Buyback of shares by me / us.
□ I/We, being a Non-Resident Shareholder, agree to obtain and submit all necessary approvals, if any and to the extent required from the concerned authorities including
approvals from the RBI under FEMA and any other the rules and regulations, for tendering Equity Shares in the Buyback, and also undertake to comply with the
reporting requirements, if applicable, and any other rules, regulations and guidelines, in regard to remittance of funds outside India.
INSTRUCTIONS
This Tender Form has to be read along with the Letter of Offer and is subject to the terms and conditions mentioned in the Letter of Offer and this Tender / Offer Form
1. This Buyback offer will open on Monday, April 12, 2021 ] and close on Wednesday, April 28, 2021
2. Eligible Shareholders who wish to tender their Equity Shares in response to this Buyback should submit the following documents to their Stock Broker. The Eligible
Shareholders / Stock Broker in turn would deliver the said documents along with the Transaction Registration Slip (TRS) to the Registrar; the documents should be sent
to the Registrar only after the placement of a valid bid; non-submission of the below mentioned documents by 5:00 p.m. latest by Friday, April 30, 2021 directly to the
Registrar shall result in the rejection of the tendered Equity Shares: (i) the Tender Form duly signed (by all Equity Shareholders in case shares are in joint names) in the
same order in which they hold the Equity Shares; (ii) original share certificates; (iii) valid share transfer form(s) (Form SH-4) duly filled and signed by the transferors
(i.e. by all registered Shareholders in same order and as per the specimen signatures registered with the Company/Registrar) and duly witnessed at the appropriate place
authorizing the transfer in favour of the Company; (iv) self-attested copy of the Shareholder's PAN Card; (v) any other relevant documents such as (but not limited to (a)
duly attested Power of Attorney if any person other than the Equity Shareholder has signed the relevant Tender Form; (b) notarized copy of death certificate and
succession certificate or probated will, as applicable, if the original Shareholder has deceased; and (c) necessary corporate authorisations, such as board resolutions etc.,
in case of companies); (vi) In addition to the above, if the address of the Shareholder has undergone a change from the address registered in the Register of Members of
the Company, the Shareholder would be required to submit a self-attested copy of address proof consisting of any one of the following documents: valid Aadhar Card,
Voter Identity Card or Passport.
3. Eligible Shareholders to whom the Buyback is made are free to tender Equity Shares to the extent of their entitlement in whole or in part or in excess of their entitlement,
but not exceeding the number of Shares held by them as on Record Date.
4. Eligible Shareholders should also provide all relevant documents in addition to the above documents, which include but are not limited to: (i) Duly attested power of
attorney registered with the Registrar, if any person other than the Eligible Shareholder has signed the relevant Tender Form; (ii) Duly attested death certificate /
succession certificate in case any Eligible Shareholder is deceased; and (iii) Necessary corporate authorisations, such as Board Resolutions etc., in case of companies.
5. In case of non-receipt of the Letter of Offer, Eligible Shareholders holding Equity Shares may participate in the offer by providing their application in plain paper in
writing signed by all Eligible Shareholders (in case of joint holding), stating name, address, folio number, number of Equity Shares held, Equity Share certificate
number, number of Equity Shares tendered for the Buyback and the distinctive numbers thereof, enclosing the original Equity Share certificate(s), self-attested copy of
Eligible Shareholder’s PAN card(s) ,executed share transfer form in favour of the Company and other relevant documents as stated in paragraph 2 above. Eligible
Shareholders must ensure that the Tender Form, along with the TRS and requisite documents, reach the Registrar to the Buyback latest by Friday, April 30, 2021 by
5.00 pm.
6. All documents sent by Eligible Shareholders will be at their own risk. Eligible Shareholders are advised to safeguard adequately their interests in this r e g a r d .
7. All documents as mentioned above, shall be enclosed with the valid Tender Form, otherwise the Equity Shares tendered will be liable for rejection.
8. The Equity Shares tendered in the buyback shall be rejected on the following grounds, amongst others, if (i) the Shareholder is not a Eligible Shareholder of the Company
on the Record Date; or (ii) if there is a name mismatch in the share certificate of the Shareholder; or (iii) if the Eligible Shareholder tender equity Shares but the Registrar
to Buyback does not receive the Equity Share certificate(s) or other relevant documents on or before the close of business hours on Friday, April 30, 2021 by 5:00 p.m.
or (iv) if the transmission of Equity Shares is not completed and the Equity Shares are not in the name of Equity Shareholders or (v) if there is any other Company’s
equity share certificate enclosed with the tender form instead of the Equity Share certificate(s) of the Company or (vi) in the event of non-receipt of the completed Tender
Form and other documents from the Eligible Shareholders who were holding shares in physical form as on the Record Date and have placed their bid in demat form; or
(vii) in case the signature on the Tender Form and Form SH-4 does not match as per the specimen signature recorded with Company/Registrar of the Company or (viii)
for any other reason(s) as specified in the Letter of Offer.
9. By agreeing to participate in the Buy-back the Non-resident Shareholders give the Company the unconditional and irrevocable authority and power to make, sign,
execute, deliver, acknowledge and perform all applications to file regulatory reportings, if required, including FC-TRS form, if necessary and undertake to provide
assistance to the Company for such regulatory reporting, if required by the Company.
10. Non-Resident Shareholders must obtain all approvals required to tender the Equity Shares held by them in this Buyback (including without limitation the approval from
the RBI).
All capitalised items shall have the meaning ascribed to them in the Letter of Offer.
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ALL FUTURE CORRESPONDENCE IN CONNECTION WITH THIS BUYBACK, IF ANY, SHOULD BE ADDRESSED TO REGISTRAR TO THE BUYBACK
AT THE FOLLOWING ADDRESS QUOTING YOUR CLIENT ID AND DP ID:
Investor Service Centre – NIIT LIMITED - BUYBACK 2021
Link Intime India Private Limited
C-101, 1st Floor, 247 Park, LBS Marg, Vikhroli (West), Mumbai, Maharashtra - 400083
Tel: +91 22 4918 6200; Fax: +91 22 4918 6195; Contact Person: Mr. Sumeet Deshpande; Email: niit.buyback2021@linkintime.co.in;
Website: www.linkintime.co.in; SEBI Registration Number: INR000004058; Corporate Identity Number: U67190MH1999PTC118368
66
Form No. SH-4 - Securities Transfer Form
[Pursuant to section 56 of the Companies Act, 2013 and sub-rule (1) of

rule 11 of the Companies (Share Capital and Debentures) Rules 2014]
Date of
execution………………………………..
FOR THE CONSIDERATION stated below the “Transferor(s)” named do hereby transfer to the “Transferee(s)” named the securities specified
below subject to the conditions on which the said securities are now held by the Transferor(s) and the Transferee(s) do hereby agree to accept and
hold the said securities subject to the conditions aforesaid.
CIN: L74899DL1981PLC015865
Name of the company (in full): NIIT Limited
Name of the Stock Exchange where the company is listed, if any: BSE Limited and National Stock Exchange of India Limited
DESCRIPTION OF SECURITIES:
Kind/Class of Nominal value of Amount called Amount paid up
securities (1) each unit of up per unit of per unit of
security (2) security (3) security (4)
Equity Shares Rs. 2.00 Rs. 2.00 Rs. 2.00
No. of Securities being Transferred Consideration Received (Rs)

In Figures In Words In words In figures
Distinctive Number From

To
Corresponding Certificate Nos:
TRANSFEROR’S PARTICULARS
Registered Folio Number
Name(s) in full and PAN number (attach copy of pan card) Signature (s)
1.
2.
3.
I, hereby confirm that the Transferor has signed before me.
Signature of the Witness
Name of the Witness
Address of Witness
Pincode
67
TRANSFEREE’S PARTICULARS
1
Name in full NIIT Limited
Father’s Not Applicable

/
Mother’
s/
Address,
Spouse Registered Office: 8, Balaji Estate, First Floor, Guru Ravi Das Marg,
Name Kalkaji New Delhi – 110019
Mobile/Ph. +91-11-41675000
investors@niit.com
No. E-mail
ID
Occupation Business
Existing
folio no., if any
Signature
Folio No. of Transferee:
Specimen Signature of Transferee(s)

1.
2.
3.
Value of stamp affixed: Rs.
Enclosures:
(1) Certificate of shares or debentures or other securities
(2) If no certificate is issued, Letter of allotment.
(3) Copy of PAN CARD (For all listed Cos).
(4) Other, Specify…………………….
Stamps
For office use only
Checked by
Signature tallied by
Entered in the Register of Transfer on
vide Transfer No.
Approval Date
Power of attorney/Probate/Death Certificate/Letter of Administration
Registered on at No.
68

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LETTER OF OFFER

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

JM FINANCIAL LIMITED LINK INTIME INDIA PRIVATE LIMITED

Activity Day and Date

Buyback Opening Date Monday, April 12, 2021

Buyback Closing Date Wednesday, April 28, 2021

Last date of intimation regarding acceptance or non-acceptance of tendered Equity

Last date of return of unaccepted Equity Shares by Stock Exchanges to Eligible

Last date of payment of consideration to Eligible Shareholders who participated in

Last date of extinguishment of Equity Shares Friday, May 14, 2021

DIN Director Identification Number

Exchange Act United States Securities Exchange Act of 1934

FEMA Foreign Exchange Management Act, 1999

SEC United States Securities and Exchange Commission

Name of the Company NIIT Limited

AUTHORITY FOR THE BUYBACK

OBJECTIVE/ NECESSITY OF THE BUYBACK

Parameter (based on Audited Financial Consolidated Standalone

The Buyback Price represents:

SOURCES OF FUNDS FOR THE BUYBACK

Name: Bansi S. Mehta & Co., Chartered Accountants

Authorized, issued, subscribed and paid-up capital of the Company

C SUBSCRIBED AND PAID-UP EQUITY SHARE CAPITAL BEFORE THE BUYBACK

D #ISSUED EQUITY SHARE CAPITAL AFTER THE BUYBACK

E SUBSCRIBED AND PAID-UP EQUITY SHARE CAPITAL AFTER THE BUYBACK

Sr Equity Shares Bought

Shareholding pattern of the Company

Particulars Pre- Buyback Post- Buyback *

Sr. No. Name No. of Equity Shares Percentage of Equity Share

*Price at which ESOP grant was made by the Company

History of the Company:

Business growth /Financial Performance of the Company:

Equity Share Capital History of the Company:

Date of allotment / Number of Face Issue Nature of Nature of Cumulative Cumulative

14 November, 1986 100 100 100 Cash Allotment 11,894 11,89,400

26 October 1987 52 100 100 Cash Allotment 11,946 11,94,600

Sr. Name, Designation Qualifications Date of Directorship in other companies, Bodies

5. Geeta Mathur Independent Chartered Original  Motherson Sumi Systems Limited

S. Name Date of Date of Reason

Summary of the financial information of the Company

As at/For the year/period ended

As at/For the year/period ended on

Key Ratios Basis

As at/For the year/period ended on

As at/For the year/period ended on

Key Ratios Basis

The Equity Shares are listed on the NSE and BSE.

Period High Low

April 1, 2019 to 114.40 4,02,528 57.40 23-Mar- 79,678 97.30 2,67,35,950

Event Date NSE (Rs.) BSE (Rs.)

Source: www.nseindia.com and www.bseindia.com

LINK INTIME INDIA PRIVATE LIMITED

LINK INTIME INDIA PRIVATE LIMITED

THE COMPANY EXPRESSES NO OPINION AS TO WHETHER ELIGIBLE SHAREHOLDERS SHOULD

(i) Reserved category for Small Shareholders (“Reserved Category”); and

(ii) General Category for other Eligible Shareholders (“General Category”).

Category of Shareholders Ratio of Buyback*

Adjustment for fractional results in case of proportionate Acceptance, as described above:

Basis of Acceptance of Equity Shares validly tendered in the General Category

Adjustment for fractional results in case of proportionate acceptance as described above: