COFORGE LIMITED — Interim / Quarterly Report 2020

Jan 29, 2020

January 29, 2020

The Secretary BSE Limited Corporate Relationship Department 1s1 Floor, New Trading Ring, Rotunda Building Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400 001

The Secretary National Stock Exchange of India Ltd. Exchange Plaza 5th Floor, Plot no C/ 1, G Block Bandra Kurla Complex Bandra (East) Mumbai 400 051.

Dear Sir,

Sub.: Outcome of Board Meeting - January 29, 2020

• Standalone and Consolidated un-audited financial results for the quarter ended December 31, 2019, Limited Review Report, web presentation & Fact Sheet
• Interim Dividend & Record Date

Pursuant to the provisions contained in Regulation 33 of the Securities & Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 and all amendments thereto, we wish to inform you that the Board of Directors at their meeting held today on January 29, 2020 have approved the un-audited Standalone and Consolidated Financial Results for the quarter year ended December 31, 2019. Please find enclosed the following documents in this regard:

• a. Un-audited Standalone and Consolidated Financial Results for the quarter ended December 31, 2019 along with Fact Sheet & web presentation;
• b. Unqualified Limited Review Report issued by SR Batliboi & Associates LLP, Statutory Auditors of the Company for the quarter ended December 31, 2019.

The Board has also declared second interim dividend of Rs. 10/- (Rupees Ten only) per Equity Share i.e. at the rate of 100% on the face value of Rs. 10/- each fully paid-up, for the financial year 2019-20.

Further, in terms of Regulation 42 of the SEBI Listing Regulations, 2015 as amended, the Board has fixed February 10, 2020 as the "Record Date" for the purpose of ascertaining the eligibility of shareholders for payment of interim Dividend.

The payment of interim dividend/dispatch of dividend warrants would be done within 30 days from the date of declaration of dividend.

You are requested to take the same on your records.

For NIIT Technologies Limited

harma Secretary & Legal Counsel FCS 6218

N!IT Tech11o!ogles Limited

Regd Office :8, Btt!aji Estate, First Hoo1<, Guro ·Ravidass Marg, !(alkaji_, Nf:WLh.o!hl-i10!HfL

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$tat0munt of l}naudlted FlnQ(lC!al.Rosu!ts for .the Qw;oter.and nine months poriod end~d PCicentber :li, 2019

			Standalone Financial Results				-1790 - 178 - 1888 8
	Particulars	3 Months endedDecember 31.2019	3 Months endedSeptember 30.2019	Corrooponding 3months endedDecember31,2018	Year to datefigures for thecurrent periodenaed December31,2019	Year to datefigures for theprevious periodended December31.201B	Previous vearended March31,2019
				(Unaudited).			(Audited)
	71)	(2)	(3)	(A)	46)	76)	(7)
	Revenue from Operations	5.906	5.441	5,214	16,729	14.614	19,992
積	Other Income	-816.	183	57.	2.014	1.437	1,842
48.	Total	6.722	5,624	5.271	-18,743	15.951	21,534
IV.	Expenditurea) Purchases of stock- in- trade
	b) Employee benefits expense.	236	35.	22.	320	-43	52 z
	c) Finance Costs	3.612	3.518	3,181	10,653	8,864	12,146
	d) Depreciation and amortization expense	16	21.	:14	51	33.	54
		232	221	192	G78	594	781
	e) Other expenses	1.054	1,069	1,221	3.416	3,567	4,797
	f) Total	5.150	4.864	4,630	15,121	13.107	17,830
мM.	Profit before Tax (V-VI)Tax Expense	1.572	760	641	3.622	2,844	3.704
	- Current tax
	- Deferred tax	245	219	148	644	462	660
		(24)	(43)	19.	(73)	26	54
VII	Profit for the period from continuingoperations (VII-VIII)	1.354	584	476	3.051	2,356	2,990
VIII)	Other Comprehensive Income
	A. Ilems that will be reclassified to profit or loss
	Deterred gains on cash flow hedgesincome tax relating to items that will bereclassified to profit or lossB. Ilems that will not be reclassified to profit orloss.	(167)43	(115)29	430(114)	(238)81	137(37)	254(68)
	Remeasurement of post - employmentbenefit obligations (expenses) / Income	(36)		(4)	(45)	28	32
	Income tax relating to items that will not bereclassified to profit or loss	13.			46	(10)	(11)
	Total	(147)	(36)	313	(200)	118	207
ŦХ	Total comprehensive income for the period(Comprising Profit and other comprehensiveincome for the partod)	1.204	498	787	2.845	2,474	3,197
x	Paid up Equity Share Capital(Face Value of Rs 10 each, fully paid)	625	624	616	625	616	618
XI.	Earnings Per Share of Rs. 10/- each)Basic.		9.42	7.70	49.13.	38.29	18,55
	Diluted	21.64	0.35		48.80	37.84	47.09
		21.58		7.61

Selected explanatory notes to the Statement of Standalone Financial Results for tho Qunrtor and Nine months poriod ondod December 31, 2019

• 1 The above results were reviow,,d ,ind recommended by \he Aud,\ Committee at Iha meeting hetct on January 26, 2020 and appIoved by the Board of Directors at their meeting held on Janua,y 29, 2020
• 2 The financial results have been prepared ,n accordance wiU1 applicable Indian Accounting Standards as proscnbed under Section 133 of the Companies Acl ?013 read With Ru10 3 of the Cornpani1<8 (Indian Accounting Standards) Rules 2015 and relevant amendment rules thereaf!cr
• 3 Dunnq the quarter ended December 31,2018, pursuant to EmploynP.~ Stnr.k Or,ltnn Pl11n ,nns, f/i,nnn options were exercised, 28.800 were lapsed from various Grants and 234,550 op!lons were outstanding as 011 December 31, 2019 Issued on various dates.
• 4 On April 6, 2019, the Company executed a Share Purchase Agreement with shareho!dcrs of Wr.lshworks IT Consulting Pnvate Limited ( Whish,,10rks"} far acquisition of 57.6% stake m Whlshworks against consideration of Rs 1,494 Mn As per the terms of the agreement, the Company will acqulre the remaining stake or In two tranches subject to certain conditions as specified in the agreemenl signed botween the aforesaid parties
• 5 Pursuant to the Share Purchase agreemenl detect April 6 2019, the Company has sold lls entire ~take of 86.99% shareholding In ESRI India Technologies Ll<niled (ESRI lnd:a) to ESRI Inc, USA (existing 9.90% Shareholder of ESR1 tr1d1a) at a consideration ol Rs. 897 Mn. on May 13, 2019 resulting in gain or Rs 888 Mn
• 6 Errectlve Aprll 1, 2019, the Company adopted Ind AS 116 on "Leases", as appllcaole lo ell lease contracts existing on April 1, 2018 using the modified relrospective melhod anti has taken the cumulallve adjustment to retained earnings, on the date of Ini1tal application Accordingly, comparatives for the year ended March 31, 2019 have not been retrospectlvoly adjusted On transition, the adoption of the new standard resulted In recognition of Right-of-Use asset (ROU) of l~s 196 Mn, and a lease liability of Rs 242 Mn. The cumulative effect of applying the standard resulted In Rs 31 Mn being debited to retained earnings, net of taxes of Rs 15 Mn. The effect of this adoption is insignificant on tho profit for the penocl and earnings per share
• 7 The Board of Directors ('Board·) of the Company at their meeting held on December 23, 2019 has, subject to the approval of the shareholders of the Company by way of a special resolution and approvals of statutory, regulatory or governmental authonlies as may be required under applicable laws, approved a buyback of up to 19,56,290 fully paid up equity shares 01 face value Rs 10/ each of the Company from the existing SharehOlders holding equity shares of the Company on a propoJ1lonate basis U1rough the •tender offer" method through the Stock Exchange mechanism as prescribed under the Secunties and Exchange Board of India (Buy Back of SecuriI1es) Regulations, 2018, read With SEBI Circular CIR/CFD/POLICYCELU1/2016 dated Apnl 13, 2015 and the SFBI Circular CFD/DCR2/CIR/P/2016/131 dated December 9, 2016 at a price of lNR 1,725/- p!lr equity share of INR 10/- each payable rn cash for an aggregate amount not exceeding Rs. 337.46,00,250/-. The otfer size of the Buyback represents up to 3 13% of the paid-up equity share capllal of Iha Company The Board in its meeting dated December 23, 2019 has also approved the Postal Ballot Notice pursuant to Section 108 and Section 11 O (1) (a) of the Companies Act, 2013, read wiU1 Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended. The e-voting commenced on January 15, 2020 and shall end on February 13, 2020 The resulls of the Postal Ballot shall be declared on or before February 15, 2020.
• 8 The Board of Directors at its meellng held on January 29, 2020 has declared an lnterrm div,dend of Rs. 10 per equity share and the record dote fixed for the purpose of interrm dividend is Februa1y 10, 2020 In addition to th1S the Company has di&trlbuted interim dividend amounting lo Rs 624 Mn during the qut1rter.
• 9 Previous year/ period figures have been reclassified to conform to current year/ period's classification

Place: Gurugram Date: January 29, 2020

By orde\ of U1e~ rd ,n1fj ( ,,.. l!asa f'1ml nn·· Ct1a11rn:m

N!IT n,chnofog[e,::; UmHed

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Statement of Una.1,cttted Financial R6su/h.: for the Quarter and nine months period ended Decomber 31, 201 $

							Rs. in Mn
			Consolidated Financial Results
	Particulars	3 Months endedDecember 31.2013	3 Months endedSeptember 36.2019	Corresponding 3months sndedDecember31.2018	Year to dateflaures for thecurrent periodended December31,2019	Year to datefigures for theprevious periodended December31.2018	Previous vearended March31 2019
				(Unsudited)			(Audited)
	141	(2)	(3)	(4)	(5)	(6)	(7)
п.	Revenue from Operations	10,734	10,385	9.717	30.746	27,040	36.702
- 8	Other Income	1/8	102.	-16	456	462	535
揤	Total	10,882	10,487	9.733	34.202	27,502	37 297
W	Expenditurea) Purchases of stock- in- trade	334	96	69	588	127	291
	b) Changes in inventories of stock- in- trade	iste.		(1)		(3)
	c) Employee benefits expense	6.524	6,276	5.586	18,857	15,769	21.532
	o) Finance Costs	26.	44	20	101	58	$-92$
	e) Depreciation and amortization expense	449	447	314.	1.297	945	1.248
	f) Other expenses	1,928	2.095	2.259	6,052	6.377	8.454
	g) Total	9.261	038.8	8,237	26,895	23,273	31.617
V	Profit before exceptional items and tax (III-IV)	1,621	1.527	1,496	4.307	4.229	5.680
Ŵ	Exceptional ilems				(57)		$56 -$
-VII	Profit before Tax (V-VI)	1,621	1,527	1,496	4,364	4,229	5,624
	VIII Tax Expense
	- Current lax	473	423	418	1,217	1,084	1,387
	- Deferred lax	(137)	(147)	27.	(287)	23	16.
	Profit for the period from continuing	1,285	1.251	1,051	3,434	3,122	4.221
	operations (VII-VIII)Profit attributable to owners of NIIT TechnologiesLimited	1,233	1,195	1,002	3,304	2978	4.033
	Profit attributable to Non-Controlling interests	52	56	49	130	144	188
Х	Other Comprehensive Income
	A tiems that will be reclassified to profit or loss
	Deferred gains / (loss) on cash flow hedges	(167)	(115)	430	(238)	137	254
	Exchange Differences on Translation ofForeign Operations	404	49	(418)	362	25	37
		43	29		61
	Income tax relating to items that will bereclassified to profit or loss.			(14)		(37)	(68)
	B. Items that will not be reclassified to profit orloss.
	Remeasurement of post - employment	(35)	9.	10	(35)	49	36
	benefit obligations (expenses) / incomeIncome tax relating to items that will not bereclassified to profit or loss	12	(3)	(4)	12 2	(17)	(13)
	Total.	257	(31)	(96)	162	157	246
X1	Total comprehensive income for the period	1,542	1,220	955	3,696	3,279	4,467
	(Comprising Profit and other comprehensiveincome for the period)
	Attributable to:
	Owners of NIIT Technologies LimitedNon-Controlling Interests	1,49032.	1,164-56.	89659.	3,466130	3,125154	4,279188
XII	Paid up Equity Share Capital(Face Value of Rs 10 each, fully paid)	625	624	616	625	616	618
	XIII Earnings Per Share of Rs. 10/- each).
	Basic	19.75	19.25	16.27	53,21	48.40	65.49
	Diluted	19.69	19.12	16.09	52.65	47.62	64.73

Selected explanatory notes to the Consolidated Financial Results for tho Quarter and Nine Months period ended December 31, 2019

1 The above results were revlt'Wed and mcornmend(ld by the Audit Committee al the meeting held on January 28, 2020 and appmved by U1e Board of Directors at their meeting held on January 20, 2020

2 The f111anc.1al results have been prepared in accord.ince w,th applicable Indian Accounting Standards as prescribed under Section 133 of tho Companies Ac1. ?013 read w,th Rule 3 of the Companies (Indian Accounting Standards) Rules 2015 and 1elovan1 amendment rules thereafter

3 During the quarter ended December 3 I,2Cl19, p11rsuant to Fmployeos Slack Option Plan 2005, 65,000 options were exeIc,sed. 28,800 were lapsed from various Grams and 234,550 options were outstanding as 011 Dec:em~r 31 2019 issueo on Vdrim,s dat%

4 Segm,,n• nrormaUon al Con~o•1dated level

	3 Months endedDecember 31,2019	3 Months endedSeptember 30,2019	Corresponding 3months endedDecember31,2018	Year to datefigures for thecurrent periodended December31,2019	Year to datefigures for theprevious periodended December31,2018	Previous yearended March31,2019
Revenue from Operations
Europe, Middle East and Africa	3,990	3,829	3,237	11.211	9,004	12,227
Asia Pacific	879	1,022	889	2,950	2,584	3,577
India	706	477	895	1,639	2,234	3,010
Americas	5,159	5,057	4,696	14 946	13.218	17,948
Total	10.734	10.385	9.717	30,746	27,040	36,762
Adjusted earning before Interest, Tax, Depreciation and Amortization (EBITDA)
Europe, Middle East and Africa	867	945	623	2,451	1,731	2,257
Asia Pacific	(14)	119	139	286	354	540
India	21	(133)	59	(256)	(4)	21
Americas	1,066	967	984	2,745	2,664	3,634
Total	1.940	1.898	1,805	5.226	4.745	6,452
Depreciation and Amortization	449	447	314	1,297	945	1,248
Other Income (net)	130	76		37 B	429	476
Profit Before Tax (before exceptional Items)	1,621	1,527	1,496	4,307	4,229	5,680
Exceptional items				(57)		56
Profit Before Tax	1,621	1,527	1,496	4,364	4,229	5,624
Provision for Tax	336	276	445	930	1,107	1,403
Profit after Tax	1,285	1.251	1,051	3,434	3,122	4,221

Notes to segment mformatlon : (a} The Chief Operallng Decision Maker I e., the Chief Executive Officer (CEO), primarily uses a measure of revenue and adjusted Earnings before Interest, Tax, Depreciation and Amortisation (Adjusted EBITDA) to assess the per1om1ance of the oporallng segments Earnings before Interest, Ta)(, Depreciation and Amortisation is adJusted with other income and foreign exchange differences to nrrive at Adjusted E13ITDA. Assets ancl llabllilles used in the group's business are not identilied lo any of the reportable segments, as these are used interctiangeably between segments Accordingly, the CEO does not review assets and liabilities at reportable segments level

(b) As per Ind AS ·100 on 'Operating Segments', the Company has disclosed the segment inforrnati(ln only as paIt of the consolidated financial results

5 l:xceptional Items during the previous year ended MaIch 31,2019 represent amounts recorded on Group's re-assessment of certain tax positions and during the period ended December 31, 2019 represent settlement/ recovery of amounts pertarntng to such taxAs

• 6 On April 6, 201 o, the Company executed a Sham Purchase Agreement with shareholders of Wlllshworks IT Consulling Private Llmite:J ("Whlshworks"} for acquisition of 57.6% stake In Whlshwort<s against consideration of Rs 1,494 Mn. As per the terms or the agreement, the Company will acquire the remaining stake of In two !ranches and accordingly it has recorded financial liability for future acquisition for the 42.4% stake and derecognised the liability towards non controlling Interest On acquisition. the Company recorded identifiable assets basis preliminary fair valuation The purchase price allocation was finalised dunng the cuirent quaretr resulting In Insignificant impact on the results.
• 7 Pursuant to the Shore Purchase agreement dated April o, 2019, the Company has sold Its entire slake of 88.99% shareholding in ESRI India Technologies Limited (ESRI India) lo ESRI Inc., USA (existing 9 99% Shareholder of ESRI India) at a consideration or Rs. 897 Mn, on May ·13, 2019 resulting in gain of Rs 96 Mn
• e Effective April 1, 2019, the Group adopted Ind AS 116 on "Leases". as applicable to all lease contracts existing on April 1, 2019 using the modified retrospective mothod and has taken the cumulative adjustment to retained earnings, on the date of Initial appllcallon. Accordingly, compar.ilives for the year ended March 31, 2019 have not been relrospeclively adjusted On transillon, the adoptton or the new standard resulted in recognition or Right-of-Use asset (ROU) of Rs. ll93 Mn, and a lease liablh\y or Rs 1,178 Mn The cumulative effect of applying the standard resulted In Rs. 127 Mn being debited to retained earnings, net of taxes of Rs 58 Mn. Tho effect of this adoption Is Insignificant on the profit for the period and earnings per share
• 9 The Board of Directors ("Board') or the Company at their meeting held on Decembor 23, 2010 has, subject to tho approv.il or the shareholders of tho Company by way of a special resolution and approvals of statutory, regulatory or governmental authorities as may be required under applicable laws, approved a buyback ol up to 10,56,200 fully paid up equity shares of race value Rs 'IOI- each of the Company, from the existing Shareholders holding equity shares of the Company on a proportionate basis through the "tender offer" method through the Stock Exchange mechanism as prescribed under the Securities and Exchange Board of India (Buy Bae~ of Secunties) Hegulalions, 2018, read with SEBI Ci1cular CIRICFD/POLICYCELL/112015 dated April 13, 2015 and the SEBI Circular CFDIDCR2/CIRIP/201G/131 dated December 9, WHJ al a price ortNR 1,725/·· per equity sham of INR 10/- eacl1 payal,le In cash ror an aggregate arn()unt not exceeding Rs. 337,48,00,2!JO/- The offer &lze of the Bul'back represents up to 3 13% ol the paid-up equity share capital of the Company The Board In Its meeting dated December 23, 2019 has also approved the Postal Ballot Notice pursuanl lo Section 108 and Section 110 (1) (a) ol the Companies Acl, 2013, read with Rule 20 and Rule 22 or the Companies (Management and Administration) Rules, 2014, as amended Thee-voling commenC<.>d on January 15, 2020 imd shalt end on Fetlluary 13, 2020 The results of the Postal Ballot shall be declared 011 or beforo Februery 15. 2020.
• 10 The Board of Directors al its meetin!J held on JanuaIy 29, 2020 has declared an interim dividend of Rs. 10 per equity share and the record dale fixed tor the purpose of 111te1im d;viuen<l iij FebIuary 1 o, 2020. In dtMll!on lo this \he Cun1pa11y has distributed Interim dividend amounting (o Rs tl24 Mn during the quarter
• 11 Previous year/period figures hove Men reclassified to conform to current year/ pcnod's classification

Place: Gurugram Date. January 29, 2020

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

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

Review Report to The Board of Directors NIIT Technologies Limited

• I. We have reviewed the accompanying statement of unaudited standalone financial results of NIIT Technologies Limited (the "Company") for the quarter ended December 31, 2019 and year to date from April I, 2019 to December 31, 2019 (the "Statement") attached herewith, being submitted by the Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20 I 5, as amended (the "Listing Regulations").
• 1. This Statement, which is the responsibility of the Company's Management and approved by the Company's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, (Ind AS 34) "Interim Financial Reporting" prescribed under Section 133 of the Companies Act, 2013 as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India. Our responsibility is to express a conclusion on the Statement based on our review.
• 1. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opm1on.
• 1. Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standards ('Ind AS') specified under Section 133 of the Companies Act, 2013 as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement.

For S.R. BATLIBOI & ASSOCIATES LLP Chartered Accountants ICAI Firm registration number: l O I 049W /E300004

per Yo Partner Membership No.: 094524 UDIN: 20o9t;S.'.2YAf\lH.\t:\E33L\O Place: Gurugram Date: January 29, 2020

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

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

Review Report to The Board of Directors NUT Technologies Limited

• 1. We have reviewed the accompanying Statement of Unaudited Consolidated Financial Results of NIIT Technologies Limited (the "Holding Company") and its subsidiaries (the Holding Company and its subsidiaries together referred to as "the Group" ), for the quatier ended December 31, 2019 and year to date from April 1, 2019 to December 31, 2019 (the "Statement") attached herewith, being submitted by the Holding Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended(the "Listing Regulations").
• 1. This Statement, which is the responsibility of the Holding Company's Management and approved by the Holding Company's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, (Ind AS 34) "Interim Financial Repo1ting" prescribed under Section 133 of the Companies Act, 2013 as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India. Our responsibility is to express a conclusion on the Statement based on our review.
• 1. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 24 10, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We also performed procedures in accordance with the Circular No. CIR/CFD/CMD 1/44/2019 dated March 29, 2019 issued by the Securities and Exchange Board of India under Regulation 33(8) of the Listing Regulations, to the extent applicable.

S.No.	Name of the entities
1	NIIT Technologies Limited (Parent Company)
2	NIIT Smaiiserve Limited
3	NIIT Technologies Services Limited
4	NIIT Technologies Limited United Kingdom
5	NIIT Technologies Pte Limited Singapore
	NIIT Incessant Private Limited (*Formerly known as Incessant Technologies Private
6	Limited)
7	NIIT Technologies GmbH
8	NIIT Technologies Inc

1. The Statement includes the results of the following entities:

S. . ATLIBOI & ASSOCIATES

Chart ered Account ant s

S.No.	Name of the entities
9	NIIT Airline Technologies GmbH
10	NIIT Technologies FZ LLC
11	NIIT Technologies Philippines Inc (under liquidation)
12	NIIT Technologies BV (Wholly owned by NIIT Technologies, UK)
13	NIIT Technologies Ltd (Wholly owned by NIIT Technologies, Singapore)
14	NIIT Technologies Pty Ltd (Wholly owned by NIIT Technologies, Singapore)
	NIIT Insurance Technologies Limited (Wholly owned by NIIT Technologies Limited,
15	UK)
16	NIIT Technologies S.A. (Wholly owned by NIIT Technologies Limited, UK)
17	RuleTek LLC (Majority owned by NIIT Incessant Private Limited)
	Incessant Technologies. (UK) Limited (Wholly owned by NIIT Incessant Private
18	Limited)
	Incessant Technologies Ltd., (Ireland) (Wholly owned by NIIT Incessant Private
19	Limited)
	Incessant Technologies (Australia) Pty Ltd. (Wholly owned by NIIT incessant Private
20	Limited)
21	Incessant Technologies NA Inc., USA (Wholly owned by NIIT Incessant PrivateLimited)
22	Whishworks IT Consulting Private Limited (Consolidated w.e.f., June 15, 2019)
23	Whishworks Limited, UK (Consolidated w.e.f., June 15,2019)
24	Whishworks Pty. Limited, Australia (Consolidated w.e.f., June 15, 2019)
25	ESRI India Technologies Limited (Consolidated till May 13 , 2019)

• 1. Based on our review conducted and procedures performed as stated in paragraph 3 above and based on the consideration of the review repmts of other auditors referred to in paragraph 6 below, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with recognition and measurement principles laid down in the aforesaid Indian Accounting Standards ('Ind AS ') specified under Section 133 of the Companies Act, 2013, as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in te1ms of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement.
• 1. The accompanying Statement includes unaudited interim financial results of 8 subsidiaries, whose interim financial results reflect Group's share of total revenues of Rs. 2,013 million and Rs. 6,044 million, Group's share of total net profit after tax of Rs. 182 million and Rs. 529 million, Group's share of total comprehensive income of Rs. 182 million and Rs. 535 million, for the quarter ended December 31, 2019 and for the period from April 1, 2019 to December 31, 2019, respectively, as considered in the Statement, which have been reviewed by their respective independent auditors. The independent auditor's reports on interim financial results of these entities have been furnished to us by the Management and our conclusion on the Statement, in so far as it relates to the amounts and disclosures in respect of these subsidiaries is based solely on the report of such auditors and procedures performed by us as stated in paragraph 3 above.
• 1. The accompanying Statement of unaudited consolidated financial results include unaudited interim financial results in respect of 8 subsidiaries, whose interim financial results reflect Group's share of total revenues of Rs. 209 million and Rs. 708 million, Group's share of total net profit after tax of Rs. 35 million and Rs. 38 million, Group's share of total comprehensive income of Rs. 35 million and Rs. 38 million, for the qua1ter ended December 31, 2019 and for the period from April 1, 2019 to December 31 , 2019, respectively, as considered in the Statement. These unaudited interim financial results have been approved and furnished to us by the Management and our conclusion on

S. . BATUBOI & ASSOCIATES

Chartered Account ants

the Statement, in so far as it relates to the affairs of these subsidiaries, is based solely on such unaudited interim financial results. According to the information and explanations given to us by the Management, these interim financial results are not material to the Group.

Our conclusion on the Statement in respect of matters stated in para 6 and 7 above is not modified with respect to our reliance on the work done and the reports of the other auditors and the financial results certified by the Management.

For S.R. BATLIBOI & ASSOCIATES LLP Chartered Accountants **~ CAI Firm registration number:** IO I 049W/E300004

per Yo nder Seth Partner Membership No.: 094524 UDIN: 200 °14 S"J YA A Ft RA .D 54 ~'.}- Place: Gurugram Date: January 29, 2020

Financial Performance – Q3FY20

Jan 29, 2020

© 2019 NIIT Technologies | www.niit-tech.com | Confidential 2020 NIIT Technologies

Agenda

• Financial Highlights
• Business Update
• Financial Statements
  • Income Statement
  • Balance Sheet
• Business Analysis

Q3 Revenue at INR 10,734 Mn

• Up 10.5% YoY, Up 3.4% QoQ
• Up 16.1% YoY on continuous business basis
• Constant currency organic revenue growth is 2.0%

Net Profits at INR 1,233 Mn

• Up 23.0% YoY, Up 3.2% QoQ
• Net Profit excl. GIS business Up 33.8% YoY

EBITDA at INR 1,940 Mn

• Up 7.5% YoY, Up 2.2% QoQ
• EBITDA Margins at 18.1%, Down 50 bps YoY and 20 bps QoQ

Order Intake at $218 Mn

• $424 Mn of firm business executable over next 12 months

					INR Mn.
Particulars (INR Mn)	Q3FY20	Q2FY20	QoQ%	Q3FY19	YoY%
Gross Revenues	10,734	10,385	3.4%	9,249	16.1%
GM%	34.1%	34.6%	-41 Bps	34.8%	-64 Bps
EBITDA	1,940	1,898	2.2%	1,677	15.7%
EBITDA%	18.1%	18.3%	-20 Bps	18.1%	-6 Bps
Profit Before Tax	1,621	1,527	6.2%	1,372	18.1%
PBT %	15.1%	14.7%	40 Bps	14.8%	27 Bps
Profit After Tax (after Minority Int.)	1,233	1,195	3.2%	922	33.8%
PAT%	11.5%	11.5%	-2 Bps	10.0%	152 Bps
Basic EPS (INR)	19.8	19.3	2.6%	15.0	31.8%

					INR Mn.
Particulars (INR Mn)	Q3FY20	Q2FY20	QoQ%	Q3FY19	YoY%
Gross Revenues	10,734	10,385	3.4%	9,717	10.5%
GM%	34.1%	34.6%	-41 Bps	35.4%	-122 Bps
EBITDA	1,940	1,898	2.2%	1,805	7.5%
EBITDA%	18.1%	18.3%	-20 Bps	18.6%	-50 Bps
Profit Before Tax	1,621	1,527	6.2%	1,496	8.4%
PBT %	15.1%	14.7%	40 Bps	15.4%	-29 Bps
Profit After Tax (after Minority Int.)	1,233	1,195	3.2%	1,002	23.0%
PAT%	11.5%	11.5%	-2 Bps	10.3%	117 Bps
Basic EPS (INR)	19.8	19.3	2.6%	16.3	21.2%

Balance Sheet

							INR Mn.
Particulars	As at Dec 312019	As at Sept 302019	As at Dec 312018	Particulars	As at Dec 312019	As at Sept 302019	As at Dec 312018
Equity	625	624	616	Fixed Assets	4,867	4,955	4,267
Reserves & Surplus	23,096	22,401	18,979	Capital Work in Progress	34	82	12
				Intangible Assets	6,211	6,669	4,107
NET Worth	23,721	23,025	19,596	Current Assets
				Cash and Cash Equivalent	9,060	7,659	8,260
Borrowings	210	99	155	Debtors	7,543	7,971	6,628
Deferred Tax Liability	472	567	448	Other Current Assets	3,805	3,293	2,866
Minority Interest	0	0	80	Current Liabilities	-6,639	-6,187	-5,168
				Future Acquisition Liability	-1,753	-1,916	-1,850
				Deferred Tax Assets	1,275	1,165	1,157
	24,402	23,691	20,278		24,402	23,691	20,278
•Reserves and Surplus up INR 695 Mn over LQ.				Cash and Bank Balances Up by INR 1,401 Mn over LQ, post payment of•dividend and DDT during the qtr
				DSO –67 days•
				Capex during the Qtr –•	INR 103 Mn
© 20192020NIIT Technologies www.niit-tech.com	Confidential

•Reserves and Surplus up INR 695 Mn over LQ.	•Cash and Bank Balances Up by INR 1,401 Mn over LQ, post payment of
	dividend and DDT during the qtr
	•DSO –67 days
	Capex during the Qtr –INR 103 Mn•

Service Mix

Order Intake

Order Intake ($ Mn)

• $218 Mn order intake in the quarter leading to $ 424 Mn of firm business executable over next 12 months
• 10 new customers added: 6 in US, 2 in EMEA and 2 in ROW • Geographical breakdown of order intake – US (90 Mn), EMEA (62 Mn), ROW (66 Mn)

Top Client Mix

End of Document

NIIT Technologies Limited Consolidated Profit and Loss Statement

Continuing Business(Excl. GIS Business)

December 31, 2019

INR Mn. Particulars (INR Mn) Q3FY20 Q2FY20 QoQ% Q3FY19 YoY% Gross Revenues 10,734 10,385 3.4% 9,249 16.1% Direct Costs 7,069 6,796 4.0% 6,032 17.2% Gross Profit 3,666 3,589 2.1% 3,217 13.9% GM% 34.1% 34.6% -41 Bps 34.8% -64 Bps Selling / General And Administration 1,725 1,691 2.0% 1,540 12.0% SG&A to Revenue % 16.1% 16.3% -21 Bps 16.7% -58 Bps EBITDA 1,940 1,898 2.2% 1,677 15.7% EBITDA% 18.1% 18.3% -20 Bps 18.1% -6 Bps Depreciation and Amortization 449 447 0.5% 309 45.1% Other Income (net) 130 76 71.5% 5 2671.9% Profit Before Tax 1,621 1,527 6.2% 1,372 18.1% PBT % 15.1% 14.7% 40 Bps 14.8% 27 Bps Provision for Tax 336 276 21.7% 412 -18.4% Minority Interest 52 56 -7.1% 39 34.3% Profit After Tax (after Minority Int.) 1,233 1,195 3.2% 922 33.8% PAT% 11.5% 11.5% -2 Bps 10.0% 152 Bps Basic EPS (INR) 19.8 19.3 2.6% 15.0 31.8%

NIIT Technologies Limited Consolidated Profit and Loss Statement

December 31, 2019 #REF!

INR Mn.

NIIT Technologies Limited Consolidated Balance Sheet

December 31, 2019

							INR Mn.
Particulars	As at Dec 312019	As at Sept 302019	As at Dec 312018	Particulars	As at Dec 312019	As at Sept 302019	As at Dec 312018
Equity	625	624	616	Fixed Assets	4,867	4,955	4,267
Reserves & Surplus	23,096	22,401	18,979	Capital Work in Progress	34	82	12
				Intangible Assets	6,211	6,669	4,107
NET Worth	23,721	23,025	19,596	Current Assets
				Cash and Cash Equivalent	9,060	7,659	8,260
Borrowings	210	99	155	Debtors	7,543	7,971	6,628
Deferred Tax Liability	472	567	448	Other Current Assets	3,805	3,293	2,866
Minority Interest	0	0	80	Current Liabilities	-6,639	-6,187	-5,168
				Future Acquisition Liability	-1,753	-1,916	-1,850
				Deferred Tax Assets	1,275	1,165	1,157
	24,402	23,691	20,278		24,402	23,691	20,278

NIIT Technologies Limited Financial and Operational Metrics

December 31, 2019

Revenue
---------

Q3FY20	Q2FY20	Q3FY19
10,734	10,385	9,717
65	97	(62)

Other Income
INR Mn.	Q3FY20	Q2FY20	Q3FY19
Income on mutual Funds / Net Interest Income	67	52	108
Difference in Exchange *	63	24	(104)
Other Income (net)	130	76	4

* Includes gain/loss on revaluation of foreign currency current assets and liabilities

Vertical Split

%	Q3FY20	Q2FY20	Q3FY19
Banking and Financial Services	16%	17%	15%
Insurance	30%	31%	30%
Transport	29%	28%	26%
Others	25%	24%	29%

Practice Split

%	Q3FY20	Q2FY20	Q3FY19
Application Development & Management	73%	74%	68%
IP Assets	6%	5%	6%
Managed Services	16%	17%	18%
SI & PI **	2%	1%	4%
BPO	3%	3%	4%

Geography

%	Q3FY20	Q2FY20	Q3FY19
Americas	48%	49%	49%
EMEA	37%	37%	33%
ROW	15%	14%	18%

Q3FY20	Q2FY20	Q3FY19
64%	66%	65%
36%	34%	35%
100%	100%	100%

Order Book
$ Mn	Q3FY20	Q2FY20	Q3FY19
Fresh Order Intake	218	176	165
USA	90	65	96
EMEA	62	41	42
ROW	66	70	27
Executable Order Book over Next 12
Months	424	405	375

Client Data

No.	Q3FY20	Q2FY20	Q3FY19
Repeat Business %	88%	90%	88%
New client Addition:
USA	6	7	8
EMEA	2	1	-
APAC	1	2	2
India	1	-	-
Total	10	10	10

** System Integration and Package Implementation

NIIT Technologies Limited Financial and Operational Metrics

December 31, 2019

DAYS	Q3FY20	Q2FY20	Q3FY19
DSO	67	73	69
Revenue Concentration
%	Q3FY20	Q2FY20	Q3FY19
Top 5	27%	29%	28%
Top 10	36%	39%	40%
Client Size
Nos	Q3FY20	Q2FY20	Q3FY19
Between 1 to 5 Million	74	70	62
Between 5 to 10 Million	17	16	20
Above 10 Million	9	9	8
	100	95	90
People Numbers (By Role)
Nos	Q3FY20	Q2FY20	Q3FY19
Billable Personnel
Onsite	2,451	2,468	2,408
Offshore	7,515	7,453	6,881
Total	9,966	9,921	9,289
Sales and Marketing (Excl GIS)	185	185	114
Sales and Marketing (GIS)*	-	-	94
Others	698	694	647
Grand Total	10,849	10,800	10,144
Utilization/Attrition (Excl BPO)
%	Q3FY20	Q2FY20	Q3FY19
Utilization	79.3%	80.7%	79.0%
Attrition Rate	11.9%	12.3%	11.7%
Rupee Dollar Rate
	Q3FY20	Q2FY20	Q3FY19
Period Closing Rate	71.29	70.66	69.60
Period Average Rate	70.97	69.84	72.06
Hedge Position		Q2FY20	Q3FY19
	Q3FY20
USD	71.99	71.79	66.11
GBP	19.11	17.99	13.05
	5.94	6.30	4.50
	Q3FY20	Q2FY20	Q3FY19
EuroAverage Rates for Outstanding Hedges as on:USD	73.08	73.08	71.56
GBPEuro	94.1683.49	93.3983.92	96.1386.19

Revenue by Project type
%	Q3FY20	Q2FY20	Q3FY19
FPP	46%	46%	47%
T&M	54%	54%	53%