Interim report
Page 1
MANAGED TRAINING SERVICES Corporate Office : lnfocity , A-24 , Sector 34 October 29, 2026 The Manager BSE Limited Phiroze Jeejeebhoy Towers , Dalal Street, Mumbai - 400 001 Gurugram 122 001, Haryana , India Tel: +91 (124) 4916 500 www.nii tmts.com Email : info@niitmts.com The Manager National Stock Exchange of India Limited Exchange Plaza, Sandra Kurla Complex, Sandra (E), Mumbai - 400 051 Sub: Outcome of Board Meeting held on October 28, 2026, and concluded on October 29, 2026 Ref.: Our earlier intimation letter dated October 22, 2026 Scrip Code: BSE - 543952 ; NSE - NIITMTS Dear Sir, We would like to inform you that the Board of Directors of the Company in its meeting held on October 29, 2026, has, inter-alia: a) approved both Consolidated and Standalone Unaudited Financial Results of the Company for the quarter and half year ended September 30, 2026 ("Results") along with Limited Review Reports with unmodified opinion of the Statutory Auditors. A copy of the said Results along with Limited Review Reports is enclosed herewith, for your information and records. b) Based on recommendation of the Audit Committee, approved the appointment of Price Waterhouse Chartered Accountants LLP (FRN: 012754N/N500016), as the Statutory Auditors of the Company for a term of five consecutive years, from the conclusion of the 25th Annual General Meeting ("AGM"), proposed to be held in the calendar year 2027, until the conclusion of the 30th AGM, proposed to be held In the calendar year 2032. The appointment is subject to the approval of the shareholders at 25th AGM and fulfilment of applicable statutory and regulatory requirements. M/s. S. R. Batliboi & Associates LLP, the present Statutory Auditors will continue to undertake the audit of the Company until the conclusion of the 25th AGM to be held in the calendar year 2027. Further members may note that the Trading Window for dealing in the securities of the Company shall open for all Designated Persons and their immediate relatives with effect from November 1, 2026. The Board Meeting commenced today at 2:00 P.M. (1ST) and concluded at 3:43 P.M. (1ST). You are requested to take note of the same and inform your members accordingly. Yours sincerely, For NIIT Learning Sys ms Limited ~.~~ Company Secretary & Compliance Officer Encls .: a/a NIIT Learning Systems Limited (Fonner1y MondChampoon Leaming Systems L1m1ted) Registered Office : Plot No. 85. Sector 32 , lnst1tut1onal Area, Gurugram 122 001, Haryana, India I Tel: +91 (124) 4293000 I GIN: L72200HR 200 1 PLC 099478
Page 2
NIIT Learning Systems Limited Regd Office : Plot No. 85, Sector - 32, Institutional Area, Gurugram - 122001 (Haryana) India Tel: +91 (124) 4293000 Fax: +91 (124) 4293333 Website: http://www.niitmts.com Corporate Identity Number: L72200HR2001PLC099478 Email : investors@niitmts.com Statement of Unaudited Financial Results for the quarter and half year ended September 30, 2026 Consolidated Financial Results Preceding Corresponding Year to date figures 3 months ended 3 months ended 3 months ended for the current Sept em her 30, 2026 June 30, 2026 September 30, 2025 period ended Particulars September 30, 2026 Unaudited Unaudited Unaudited Unaudited (Refer notes 6 and 7) (1) 12) (3\ (4\ 15\ l Income a) Revenue from operations 5,285.76 5,650.81 4,757.16 10,936.57 b) Other income 58.43 165.59 83.25 224.02 Total income 5 344.19 5 816.40 4 840.41 II 160.59 2 Expenses a) Purchase of stock-in-trade 56.65 52.30 21.19 108.95 b) Changes in invcntmies of stock-in-trade - 0.15 0.18 0.15 c) Employee benefits expense 2,481.65 2,467.88 2,087.92 4,949.53 d) Professional & teclmical outsourcing expenses 1,429.87 1,683.01 1,252.64 3,112.88 e) Finance costs 85.93 88.37 73.08 174.30 f) Depreciation and ammtisation expenses 224.21 214.60 183.92 438.81 ,~) Other expenses 522.17 517.91 468.13 1 040.08 Total exnenses 4 800.48 5 024.22 4 087.06 9 824.70 3 Profit before exceptional items and tax 0-2) 543.71 792.18 753.35 I 335.89 4 Exceotional items lnet) (Refer notes 5, 6 and 7) (33.63' (11.21) (60.31) (44.84) 5 Profit before tax (3+4) 510.08 780.97 693.04 1,291.05 6 Tax expense -Cunent tax 158.50 197.62 223.11 356.12 -Deferred tax (credit)/ charge (21.55) 9.24 0.29 (12.31) Total tax exnense 136.95 206.86 223.40 343.81 7 Profit after tax profit attributable to (5-6) 373.13 574.11 469.64 947.24 Owners of the Parent Company 373.13 574.11 469.64 947.24 Non Controllin, Interests - - - - 8 Other comprehensive income (i) Items that will not be reclassified subsequently to profit or loss a) Remeasurement of the defined benefit obligation 30.30 (8.44) 10.40 21.86 b) Income tax effect (7.62) 2.12 (2.62) (5.50) c) Gain on equity instrument measured at Fair value through - -other comprehensive income d) Income tax effect - - - - 22.68 (6.32) 7.78 16.36 (ii) Items that will be reclassified subsequently to profit or loss a) Fair value changes on cash flow hedges 14.99 55.89 (26.03) 70.88 b) Income tax effect (3.65) (13.94) 6.89 (17.59) c) Exchange differences on translation of foreign operations 105.12 28.60 233.03 133.72 116.46 70.55 213.89 187.01 Total (i+ii) 139.14 64.23 221.67 203.37 9 Total comprehensive income attributable to (7+8): 512.27 638:34 691.31 1,150.61 Owners of the Parent Company 5!2.27 638.34 691.31 1,150.61 Non Controllin, Interests - - - 10 Paid-up equity share capital 276.32 275.63 274.14 276.32 Ii Face value ofRs. 2 each, fully paid) 11 Reserves excluditw revaluation reserves 12 Earnings Per Share attributable to equity shareholders of parent (in Rs.): (Face value ofRs. 2/-) (Not annualised for the quarter) - Basic 2.70 4.17 3.43 6.87 -Diluted 2.67 4.10 3.35 6.78 (Rs in Millions except per share data) Year to date figures for the previous Previous year ended period ended March 31, 2026 Septem her 30, 2025 Unaudited Audited (Refer notes 6 and 7) (6) (7\ 9,270.70 19,519.84 213.99 359.55 9 484.69 19 879.39 35.59 91.38 0.19 0.37 4,097.23 8,732.09 2,402.65 4,993.35 133.81 228.02 365.01 763.85 903.84 2 030.75 7 938.32 16 839.81 1 546.37 3 039.58 (123.12) 272.21 1,423.25 3 311.79 464.39 894.07 (381) (59.5 I) 460.58 834.56 962.67 2,477.23 962.67 2,477.23 6.47 11.24 (1.63) (2.83) - 2.60 - 10 33) 4.84 10.68 (48.79) (83.32) 12.18 21.35 520.49 912.92 483.88 850.95 488.72 861.63 1,451.39 3,338.86 1,451.39 3,338.86 - - 274.14 275.04 15,153.48 7.05 18 09 6.87 17.66
Page 3
NIIT Learning Systems Limited Regd Office: Plot No. 85, Sector - 32, Institutional Area, Gurugram - 122001 (Haryana) India Tel: +91 (124) 4293000 Fax: +91 (124) 4293333 Website: http://www.niitmts.com Corporate Identity Number: L72200HR2001PLC099478 Email : investors@niitmts.com (Rs. in Millions) Consolidated Statement of Assets and Liabilities As at Particulars September 30 2026 March 31,2026 Unaudited Audited (Refer notes 6. 7 and 9) ASSETS Non-current assets Property, plant and equipment 283.43 291.54 Goodwill 8,334.20 8,217.00 Other Intangible assets 1,568.34 1,649.22 Right-of-use assets 416.78 465.75 Intangible assets under development 255.51 250.18 Financial assets Investments 382.83 380.39 Other financial assets 62.98 217.34 Deferred tax assets (net) 143.69 142.57 Income tax assets (net) 193.28 81.33 Other non-current assets 0.39 0.75 Total non-current assets 11,641.43 11,696.07 Current assets Inventories 0.29 0.44 Financial assets Investments 5,145.89 4,933.01 Trade receivables 4,411.25 4,617.69 Cash and cash equivalents 3,600.34 3,943.15 Bank balances other than above 103.29 3.34 Other financial assets 4,571.89 4,696.17 Other current assets 1,141.35 714.09 Total current assets 18,974.30 18,907.89 TOTAL ASSETS 30,615.73 30,603.96 EQUITY AND LIABILITIES EQUITY Equity share capital 276.32 275.04 Other equity 16,027.43 15,153.48 Share application money pending allotment - 0.35 TOTAL EQUITY 16,303.75 15,428.87 LIABILITIES Non-current liabilities Financial liabilities Borrowings 1,391.27 1,747.64 Lease liabilities 362.59 408.07 Other financial liabilities 2,159.10 2,054.51 Deferred tax liabilities (net) 137.20 124.15 Provisions 5.47 5.20 Other non-current liabilities 3.09 3.67 Total non-current liabilities 4,058.72 4,343.24 Current liabilities Financial liabilities Borrowings 1,008.41 926.22 Lease liabilities 101.43 99.70 Trade payables (a) Total outstanding dues of micro enterprises and small enterprises 21.17 25.87 (b) Total outstanding dues of creditors other than micro enterprises 1,284.46 1,292.75 and small enterprises Other financial liabilities 5,670.58 5,833.54 Other current liabilities 1,618.69 2,234.37 Provisions 370.18 350.93 Income tax liabilities (net) 178.34 68.47 Total current liabilities 10,253.26 10,831.85 TOTAL LIABILITIES 14,311.98 15,175.09 TOTAL EQUITY AND LIABILITIES 30,615.73 30,60i96 .... ~-~., ....
Page 4
NUT Learning Systems Limited Regd Office: Plot No. 85, Sector- 32, Institutional Area, Gurugram - 122001 (Hruyana) India Tel: +91 (124) 4293000 Fax: +91 (124) 4293333 Website: http://www.niitmts.com Corporate Identity Number : L 72200HR2001PLC099478 Email : investors@niitmts.com Consolidated Statement of Cash Flows Period ended Rs. in Millions Particulars Se tern ber 30, 2026 Se tern ber 30, 2025 A. CASH FLOW FROM OPERATING ACTIVITIES: Profit before exceptional items and tax Adjustments to reconcile profit before tax to net cash flows Depreciation and amortisation expenses Advances from Customers written back Finance costs Interest income from deposits with Banks and Financial Institutions Interest income on strategic investments Unwinding of interest income on security deposit given Unwinding of deferred income on advances received Loss on termination of leases and others (net) Gain on sale/ disposal of Property, Plant and Equipment and Intangible assets (net) Net gain on changes in fair value of investments through profit and loss Fair value loss on contingent consideration Allowance for expected credit losses on trade receivables (net of reversal) Allowance for slow/ non-moving inventory (net of reversal) Liabilities/ Provisions no longer required written back Unrealised Foreign Exchange Loss/ (Gain) (net) Share based payment expense Operating cash flows before working capital changes Changes in assets and liabilities (Decrease)/ Increase in Trade Payables (Decrease)/ Increase in Other Non Current Financial Liabilities (Decrease)/ Increase in Other Current Liabilities (Decrease)/ Increase in Other Current Financial Liabilities (Decrease)/ Increase in Provisions-Current (Increase)/ Decrease in Trade Receivables (Increase)/ Decrease in Inventories (Increase)/ Decrease in Other Non Current assets (Increase)/ Decrease in Other Current Assets (Increase)/ Decrease in Other Current Financial Assets (Increase)/ Decrease in Other Non Current Financial Assets Net cash flows from operations before tax Direct Tax- (paid including TDS)/ refund received (net) Net Cash flows from Operating activities before Exceptional Items Exceptional Expenses in relation to business combination and Strategic initiatives Net Cash flows from Operating activities (A) B. CASH FLOW FROM INVESTING ACTIVITIES: Purchase of Property, Plant and Equipment (including internally generated Intangible Assets and capital advances) Proceeds from sale of Property, Plant and Equipment Placement of Fixed Deposits with Banks (net) Placement of Deposits with Financial Institutions (net) Proceeds from sale of mutual funds Purchase of mutual funds Payment towards acquisition of businesses (net of cash acquired) Interest received from deposits with Banks and Financial Institutions Net Cash used in Investing activities (B) C. CASH FLOW FROM FINANCING ACTIVITIES: Proceeds from issue of shares nnder Employee stock option scheme Share application money received Payment of principal portion oflease liabilities Payment of interest on lease liabilities Repayment oflong term borrowings Proceeds from short term borrowings Proceeds from long te1m borrowings Interest paid Dividend paid to equity share holders of Parent Company Net Cash (used in)/ flows from Financing activities (C) Net decrease in cash & cash equivalents (A)+ (B) +(C) Exchange difference on translation of foreign cw-rency cash and cash equivalents Cash and Cash equivalents as at the beginning of the period Cash and cash e uivalents as at the end of the eriod Unaudited ·unaudited Refer notes 6 7 and 9 1,335.89 1,546.37 438.81 365.01 (0.03) (0.11) 85.90 54.67 (58.43) (68.11) (3.53) (139) (1.15) (0,92) (0.80) 0.01 (2.54) (149.39) (130.67) 88.40 79.14 1.44 0.41 (0 60) (0.58) (2.04) (0.14) 9.18 (19. 70) 118.77 135.74 1,863.06 1,956.55 (26.47) 127.51 (4.22) 2.34 (643.80) (139.43) ( 124.13) 388.99 41.11 30.23 199.57 (350.49) 0.75 0.77 0.71 0.16 (413.88) (236. 10) 377.13 (78.68) (4.66) (11.01) 1,265.17 1,690.84 (338.47) (492.79) 926.70 1,198.05 (51.43) 112.02) 875.27 1,086.03 (285.26) (188.09) 3.63 (106.68) (3.08) (50.00) 3,249.05 2,273.82 (3,256.55) (2,679.14) (2,060.89) 25.70 34.38 420.11) (2,623.00 54.00 77.84 4.79 (48.06) (40.72) (17.02) (15.26) (307.52) (130.25) 8.54 1,497.77 (65.74) (30.80) (448.56 (411.22) 832.90) 960.69 (377.74) (576.29) 34.93 361.62 3,943.15 3,372.55 3,600.34 3,157.88
Page 5
Notes to the Consolidated Financial Results :- NIIT Learning Systems Limited Regd Office: Plot No. 85, Sector - 32, Institutional Area, Gwugram • 122001 (Haryana) India Tel : +91 (124) 4293000 Fax. +91 (124) 4293333 Website: http://www.niitrnts.com Corporate Identity N1Jlllber: L72200HR2001 PLC099478 Email : investors@niitmts.com ! The above results were reviewed and recommended by Audit Committee and approved by the Board of Directors at its meeting held on October 29, 2026. 2 The consolidated financial results have been prepared in accordance with applicable Indian Accounting Standards as prescribed under section 133 of the Companies Act 2013 read with rule 3 of the Companies (Indian Accounting Standards) Rules 2015 (as an1ended) and presented in accordance with the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("Listing Regulations"). During the quarter, under the NLSL Employee Stock Option Plans (NLSL ESOP 2023-0 and ESOP 2024), 1,488,667 options were granted, 347,008 equity shares were issued, 23,336 options lapsed, and l l,099,91 l options remained outstanding as on September 30, 2026 4 The Group is engaged in providing Education & Training Services in a single segment. Chief Executive Officer and Chief Financial Officer of the Holding Company are considered as Chief Operating Decision Makers (CODM) who evaluate the pe1formance and allocate resources based on the analysis of performance of the Group as a whole. Its operations are, therefore considered to constitute a single segment in the context of Ind AS l 08 - 'Operating Segments'. Exceptional items in Consolidated Financial Results, include the following: (Rs in Millions) Preceding Corresponding Year to date figures Year to date figures 3 months ended 3 months ended 3 months ended for the current for the previous Previous year ended September 30, 2026 June 30, 2026 September 30, 2025 period ended period ended March 31, 2026 Particulars September 30, 2026 September 30, 2025 Unaudited Unaudited Unaudited Unaudited Unaudited Audited (Refer notes 6 and 7) (Refer notes 6 and 7) Income: Remeasurement of Contingent consideration - - - - (752.57) Exnenses: Legal, Professional and other costs towards 11.21 60.31 Acauisition (Refer notes 6 and 7) 11.21 123.12 253.49 Provision for tmpairment in carrying value -of a minoritv strategic investment - - 91.59 Legal, Professional and other costs towards 33.63 -stratetdc initiatives - 33.63 - Statutory impact of new Labour Codes - - - - 135.28 Total 33,63 11.21 60.31 44.84 123.12 (272.21) 6 During the prevmus year, NUT (Ireland) Limited, Inc, a wholly owned subsidiary of NUT Learning Systems Limited ("NLSL") had acquired a I 00% equity stake in MST Investment Holding GmbH and its subsidiaries (11 MST Group11 ) on July 09, 2025. The acquisition was executed through a Share Sale and Purchase Agreement C'SSPA11 ) and other definitive agreements ("Transaction Documents11 ). Accordingly, financial information for the quruter and period ended September 30, 2026 including the Consolidated Statement of Cash Flows for the period ended September 30, 2026 are not comparable with the corresponding financial infonnation for the quarter and period ended September 30, 2025 and the Consolidated Statement of Cash Flows for the period ended September 30, 2025. Acquts1tion related expenses for the current quarter amounting to Rs. Nil (Previous quarter- Rs. 4.88 Million) (Year ended March 31, 2026 - Rs. 146.91 Million) have been disclosed as an exceptional items. During the quarter, the Group concluded its assessment of provisional goodwill arising on acquisition of MST group resulting in reduction of goodwill by Rs. 210. 74 Million and a corresponding increase in other financial assets. This has been disclosed by restating the corresponding numbers for the year ended March 31, 2026, in accordance with Ind As I 03 Business Combinations. During tl1e previous year, NUT (USA) Inc, USA a wholly owned subsidiary ofNLSL had acquired 100% equity stake in SweetRush Inc. along witl1 its one subsidiary ("SweetRush Group") on January 09, 2026 and executed Stock Purchase Agreement and otl,er definitive agreements. Accordingly, financial information for the quarter and period ended September 30, 2026 including the Consolidated Statement of Cash Flows for the period ended September 30, 2026 are not comparable with the corresponding financial information for the quarter and period ended September 30, 2025 and the Consolidated Statement of Cash Flows for the period ended September 30, 2025. Acquisition-related expenses for the current quarter amounting to Rs. Nil (Previous quarter-Rs. 6.33 Million) (Year ended March 31, 2026 - Rs. I 06 58 Million) have been disclosed as an exceptional items. The Board of Directors of NUT (USA) Inc, USA ("NUT USA") (a wholly owned subsidiary ofNLSL) and Stackroute Learning Inc., USA ("SL!") (a wholly owned subsidiary of NJIT USA) had approved tl1e merger of SLI with and into NUT USA on July 17, 2026 with immediate effect. 9 In line with a recent opinion of the Expe1t Advisory Committee (EAC) of the Institute of Chartered Accountants of India (!CAI) on the "Presentation of Unbilled Revenue" issued in response to a query raised by another party, tl1e Group has reclassified unbilled revenue of Rs. 840.06 Million as at March 31, 2026 from "Other Financial Assets" to "Trade Receivables" within "Financial Assets" The comparative balance sheet and cash flow statement have been restated accordingly. The change has no material impact on the opening balance sheet of the comparative period, hence no third balance sheet is presented. IO Subsequent to the quarter, NIIT (USA), Inc, a wholly owned overseas subsidiary of the NUT Learning Systems Limited acquired I 00% membership interest in Bluewater Learning, LLC, and executed Membership Interest Purchase Agreement and other definitive agreements. 111e aggregate purchase price is up to USO 17 .6 Million including earnout amount payable over the next five years based on the Company performance. Payments are subject to customruy adjustments as per terms of definitive agreements. Place : Gurugram Date : October 29, 2026 By order of the Board Vice--Chairman & Managing Director
Page 6
S.R. BATLIBOI & ASSOCIATES LLP Chartered Accountants 67, Institutional Area Sector 44, Gurugram • 122 003 Haryana, India Tel: +91 124 681 6000 Independent Auditor's Review Report on the Quarterly and Year to Pate Unaudited Consolidated Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended Review Report to The Board of Directors NIIT Learning Systems Limited 1. We have reviewed the accompanying Statement of Unaudited Consolidated Financial Results ofNIIT Leaming Systems Limited (the "Holding Company") and its subsidiaries (the Holding Company and its subsidiaries together referred to as "the Group"), for the quarter ended September 30, 2026 and year to date from April O I, 2026 to September 30, 2026 (the "Statement") attached herewith, being submitted by the Holding Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "Listing Regulations"). 2. The Holding Company's Management is responsible for the preparation of the Statement 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 and in compliance with Regulation 33 of the Listing Regulations. The Statement has been approved by the Holding Company's Board of Directors. Our responsibility is to express a conclusion on the Statement based on our review. 3. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410, "Review oflnterim 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 Master Circular issued by the Securities and Exchange Board of India under Regulation 33(8) of the Listing Regulations, to the extent applicable. 4. The Statement includes the results of the entities listed in Annexure -A. 5. Based on our review conducted and procedures performed as stated in paragraph 3 above and based on the consideration of the review reports ofother auditors referred to in paragraph 7 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 terms of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement. 6. Emphasis of matter a) We draw attention to note 6 to the consolidated financial results, which describes the restatement of comparative numbers of Goodwill and Other financial assets in accordance with the requirements of Ind As 103 Business Combinations. b) We draw attention to note 9 to the consolidated financial results, describing the impact of the restatement of comparative numbers of unbilled revenue which was previously disclosed under Other financial assets instead of being presented under Trade receivables. Our opinion is not modified on these matters. S.R. Bat!lbol & Associates LLP, a Limited Liability Partnersnip with LLP identity No, AAB-429~ R0gd Ofn~·c ?2. Ci::ia(' Str-..;vt.. Bl,J,:i-. • n'. )1(l Fl<>(1r, k<1ll..:1.1J .:r ,'1
Page 7
S.R. BATL/801 & ASSOCIATES LLP Chartered Accountants 7. The accompanying Statement includes the unaudited interim financial results and other financial information, in respect of six subsidiaries, whose unaudited interim financial results include total assets of Rs. I 2,336.13 million as at September 30, 2026, total revenues of Rs. 1,679.81 million and Rs. 3,678.40 million, total net profit after tax of Rs. 17.56 million and Rs. 124.58 million, total comprehensive income of Rs. 18.41 million and Rs. 126.30 million for the quarter ended September 30, 2026 and the period ended on that date respectively, and net cash inflows of Rs. 293.41 million for the period from April 01, 2026 to September 30, 2026. 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. One of the step-down subsidiary (Including three further step-down subsidiaries) is located outside India whose financial results and other financial information have been prepared in accordance with International Financial Reporting Standards ("IFRS"), issued by International Accounting Standards Board ("IASB") and which have been reviewed by other auditor under International Standards on Review Engagement ("ISRE"). The Holding Company's management has converted the financial results of such step-down subsidiaries located outside India from IFRS to accounting principles generally accepted in India. We have reviewed these conversion adjustments made by the Holding Company's management. Our conclusion in so far as it relates to the balances and affairs of such step-down subsidiaries located outside India is based on the report of other auditor and the conversion adjustments prepared by the management of the Holding Company and reviewed by us. 8. The accompanying Statement includes unaudited interim financial results and other unaudited financial information in respect of four subsidiaries, whose interim financial results and other financial information reflect total assets of Rs. 285.51 million as at September 30, 2026, and total revenues of Rs. 27.88 million and Rs. 47.32 million and, total net loss after tax of Rs. 2.16 million and Rs. 2.92 million, total comprehensive loss ofRs.2.16 million and Rs. 2.92 million, for the quarter ended September 30, 2026 and the period ended on that date respectively and net cash outflows of Rs. 9.52 million for the period from April 01, 2026 to Septemher :rn. 2026. The unaudited interim financial results and other unaudited financial information of these subsidiaries have not been reviewed by any auditor and have been approved and furnished to us by the Management and our conclusion on the Statement, in so far as it relates to the affairs of these subsidiaries, is based solely on such unaudited interim financial results and other unaudited financial information. 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 7 and 8 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 ICAI Firm registration number: 101049W/E300004 per Partner Members • No.: 094524 UDIN: 26094524LHUSVS3078 Place: Gurugram Date: October 29, 2026
Page 8
S.R. BATL/801 & ASSOCIATES LLP Chartered Accountants Annexure-A List of entities included in the consolidated financial results for the quarter ended September 30. 2026 and year to date from April 01, 2026 to September 30, 2026. NUT Learning Systems Limited Subsidiaries of NUT Learning Systems Limited 1. NIIT USA Inc., USA 1. 1 Stackroute Learning Inc., USA [merged with entity at serial no. I w.e.f. July 17, 2026] (subsidiary of entity at serial no. l) 1.2 St. Charles Consulting Group, LLC (subsidiary of entity at serial no. I) 1.3 Eagle Training Spain, S.L.U. (subsidiary of entity at Serial no. I) 1.4 NIIT Mexico, S. DE R.L. DE C.V. (subsidiary of entity at serial no. 1 - incorporated on February 23, 2023) 1.5 NIIT Brazil L TDA (subsidiary of entity at serial no. 1 - incorporated on March 23, 2023) . 1.6 SweetRush Inc., USA (subsidiary of entity at serial no. l w.e.f. January 9, 2026) i) 3-102-812005 Sociedad de Responsabilidad Limitada (subsidiary of entity at serial no. 1.6 w.e.f. January 9, 2026) 2. NIIT Limited, UK 3. NIIT Malaysia Sdn. Bhd., Malaysia 4. NIIT (Ireland) Limited 4.1 NIIT Learning Solutions (Canada) Limited (subsidiary of entity at serial no. 4) 4.2 MST Investment Holding GmbH (subsidiary of entity at serial no. 4 w.e.f. July 9. 2025) (a) MST Holding GmbH (subsidiary of entity at serial no. 4.2 w.e.f. July 9, 2025) i. MST Group GmbH [subsidiary of entity at serial no. 4.2.(a) w.e.f. July 9, 2025] ii. MST UK Ltd. (voluntarily liquidated and dissolved w.e.f. March 3, 2026) [subsidiary of entity at serial no. 4.2.(a) w.e.f. July 9, 2025] iii. MST Shanghai Co. Ltd. (voluntarily liquidated and dissolved w.e.f. August 31, 2026) [subsidiary of entity at serial no. 4.2.(a) w.e.f. July 9, 2025] iv. MST South Carolina Inc. (voluntarily liquidated and dissolved w.e.f. February 12, 2026) [subsidiary of entity at serial no. 4.2.(a) w.e.f. July 9, 2025] v. MST Switzerland GmbH (voluntarily liquidated and dissolved w.e.f. February 25, 2026) [subsidiary of entity at serial no. 4.2.(a) w.e.f. July 9, 2025] 5. NIIT West Africa Limited
Page 9
NIIT Learning Systems Limited Regd Office : Plot No. 85, Sector - 32, Institutional Area, Gurugram - 122001 (Haryana) India Tel: +91 (124) 4293000 Fax: +91 (124) 4293333 Website: http://www.niitmts.com Corporate Identity Number: L72200HR2001PLC099478 Email : investors@niitmts.com Statement of Unaudited Financial Results for the quarter and half year ended September 30, 2026 Standalone Financial Results Preceding Corresponding Year to date figures 3 months ended for the current 3 months ended 3 months ended Particulars September 30, 2026 June 30, 2026 September 30, 2025 period ended September 30, 2026 Unaudited Unaudited Unaudited Unaudited Ill 12\ 13\ 14\ 15\ 1 Income a) Revenue from operations 1,430.82 1,385.34 1,338.22 2,816.16 b) Other income 174.64 279.47 606.13 454.11 Total income I 605.46 I 664.81 1 944.35 3 270.27 2 Expenses a) Purchase of stock-in-trade 3.16 6.82 13.67 9.98 b) Changes in inventories of stock-in-trade 0.15 0.18 0.15 c) Employee benefits expense 629.38 581.19 600.93 1,210.57 d) Professional & technical outsourcing expenses 384.88 407.57 430.00 792.45 e) Finance costs 6.49 5.88 7.04 12.37 f) Depreciation and amortisation expenses 122.75 114.20 107.09 236.95 lg:) Other exnenses 161.86 172.24 152.84 334.10 Total expenses 1,308.52 1,288.05 1,311.75 2,596.57 3 Profit before exceptional items and tax (1-2) 296.94 376.76 632.60 673.70 4 Exceotional items (net) (Refer note 5) - - 5 Profit before tax (3+4\ 296.94 376.76 632.60 673.70 6 Tax expense -Current tax 88.99 83.27 56.42 172.26 -Deferred tax (credit)/ charge (14.29) 10.22 (3.45) (4.07) Total tax exnense 74.70 93.49 52.97 168.19 7 Profit after tax (5-6) 222.24 283.27 579.63 505.51 8 Other comprehensive income/ (loss) (i) Items that will not be reclassified subsequently to profit or loss a) Remeasurement of defined benefit obligation 30.30 (8.44) 10.40 21.86 b) Income tax effect (7.62' 2.12 /2.62 IS.SO) 22.68 (6.32' 7.78 16.36 (ii) Items that will be reclassified subsequently to profit or loss a) Fair value changes on cash flow hedges 14.02 54.90 (26.52) 68.92 b) Income tax effect (3 53 m.82l 6.67 117.35' 10.49 41.08 119.85\ 51.57 Total (i+ii) 33.17 34.76 112,07 67.93 9 Total comprehensive income (7+8) 255.41 318.03 567.56 573.44 10 Paid-up equity share capital 1face value of Rs. 2 each, fullv oaid) 276.32 275.63 274.14 276.32 11 Reserves excluding revaluation reserves 12 Earnings Per Share attributable to shareholders (in Rs.): (Face value of Rs. 2/-) (Not annualised for the quarter) - Basic 1.61 2.06 4.23 3.67 -Diluted 1.59 2.03 4.13 3.62 (Rs in Millions except per share data) Year to date figures Previous year for the previous ended period ended March 31, 2026 September 30, 2025 Unaudited Audited 16\ 17\ 2,649.91 5,319.13 844.57 1 216.90 3 494.48 6 536.03 28.07 45.14 0.19 0.37 1,156.84 2,336.14 839.03 1,651.36 13.88 27.72 211.15 434.99 342.73 657.14 2,591.89 5,152.86 902.59 1,383.17 (135.28 902.59 1 247.89 127.94 239.40 (7.40) (37.78) 120.54 201.62 782.05 1,046.27 6.47 11.24 11.63' /2.83) 4.84 8.41 (44.98) (82.66) 11.32 20.81 133.66 (61.85 128.82 (53.44\ 753.23 992.83 274.14 275.04 7,718.21 5.72 7.64 5.58 7.46
Page 10
NUT Learning Systems Limited Regd Office: Plot No. 85, Sector - 32, Institutional Area, Gurugram - 122001 (Haryana) India Tel: +91 (124) 4293000 Fax: +91 (124) 4293333 Website: http://www.niitmts.com Corporate Identity Number: L72200HR2001PLC099478 Email : investors@niitmts.com Standalone Statement of Assets and Liabilities As At (Rs. in Millions· Particulars Sentember 30, 2026 March 31, 2026 ASSETS Non-current assets Property, plant and equipment Intangible assets Right-of-use assets Intangible assets under development Financial assets Investments Other financial assets Deferred tax assets (net) Income tax assets (net) Other non-current assets Total non-current assets Current assets Inventories Financial assets Investments Trade receivables Cash and cash equivalents Bank balances other than above Other financial assets Other current assets Total current assets TOTAL ASSETS EQUITY AND LIABILITIES EQUITY Equity share capital Other equity Share application money pending allotment TOTAL EQUITY LIABILITIES Non-current liabilities Financial liabilities Borrowings Lease liabilities Other financial liabilities Provisions Other non-current liabilities Total non-current liabilities Current liabilities Financial liabilities Borrowings Lease liabilities Trade payables (a) Total outstanding dues of micro enterprises and small enterprises (b) Total outstanding dues of creditors other than micro enterprises and small enterprises Other financial liabilities Other current liabilities Provisions Income tax liabilities (net) Total current liabilities TOTAL LIABILITIES TOTAL EQUITY AND LIABILITIES Unaudited Audited (Refer note 6) 209.32 222.68 585.87 519. I 9 152.80 180.44 270.11 261.43 979.20 979.20 56.44 210.28 1106 133.54 20.18 25.36 0.39 0.33 2,389.07 2,532.45 0.29 0.44 4,795.89 4,733.90 1,266.72 1,297.61 65.73 8.14 103.29 3.34 767.61 829.21 488.83 206.96 7,488.36 7,079.60 9,877.43 9,612.05 276.32 275.04 8,014.98 7,718.21 - 0.35 8,291.30 7,993.60 - - 118.37 150.44 13.55 17.11 5.47 5.20 3.09 3.67 140.48 176.42 - 3.02 62.52 57.85 21.71 25.87 499.41 531.12 371.51 470.31 113.28 83.62. 287.21 270.24 90.01 - 1,445.65 1,442.03 1,586.13 1,618.45 9,877.43 9,612.05
Page 11
NIIT Learning Systems Limited Regd Office: Plot No. 85, Sector - 32, Institutional Area, Gurugrarn - 122001 (Haryana) India Tel: +91 (124) 4293000 Fax: +91 (124) 4293333 Website: http://www.niitmts.com Corporate Identity Number: L72200HR2001PLC099478 Email : investors@niitmts.com Standalone Statement of Cash Flows (Rs. in Millions) Period ended Particulars A. CASH FLOW FROM OPERATING ACTIVITIES: Profit before exceptional items and tax Adjustments to reconcile profit before tax to net cash flows Depreciation and amortisation expenses Advances from customers written back Allowance for expected credit loss on trade receivables (net ofreversal) Allowance for slow/ non-moving inventory (net ofreversal) Unrealised Foreign Exchange (Gain) (net) Finance costs Share based payment expense Interest income from deposits with banks and financial institutions Unwinding of interest on security deposit given Unwinding of deferred income on advances received Loss on termination ofleases and others (net) Dividend income from subsidiaries Gain on sale/ disposal of Property, Plant and Equipment and Intangible assets (net) Net gain on changes in fair value of investments through profit and loss Operating cash flows before changes in working capital Change in assets and liabilities Decrease / (Increase) in Trade Receivables Decrease / (Increase) in Inventories Decrease/ (Increase) in Non-Current Financial Assets Decrease/ (Increase) in Current Financial Assets Decrease/ (Increase) in Other Non-Current Assets Decrease / (Increase) in Other Current Assets (Decrease)/ Increase in Trade Payables (Decrease) / Increase in Provisions-Current (Decrease) / Increase in Other Current Liabilities (Decrease) / Increase in Other Non-Current Financial Liabilities (Decrease) / Increase in Other Current Financial Liabilities Net cash flows from operations before tax Direct Tax- (paid including TDS) / refund received (net) Net cash flows from operating activities (A) B. CASH FLOW FROM INVESTING ACTIVITIES: Purchase of Property, Plant and Equipment (including internally generated intangible assets and capital advances) Proceeds from sale of Property, Plant and Equipment Dividend received from subsidiaries Placement offixed deposits with Banks (net) Placement of deposits with Financial Institutions (net) Purchase of mutual funds Proceeds from sale of mutual funds Net cash (used in)/ flows from investing activities (B) C. CASH FLOW FROM FINANCING ACTIVITIES: Proceeds from issue of shares under Employee stock options scheme Share application money received Interest paid Payment of principal portion oflease liabilities Payment of interest of lease liabilities Dividend paid to equity shareholders Net cash used in financing activities (C) Net Increase in cash and cash equivalents (A)+ (B) + (C) Cash and cash equivalents at the beginning of the period Cash and cash eauivalents as at the end of the oeriod September 30 2026 September 30, 2025 Unaudited Unaudited 673.70 236.95 (0.03) 1.39 (0.60) (62.52) 12.37 72.84 (31.24) (1.39) (0.92) O.oI (2.54) (143.87) 754.15 88.69 0.75 (5.18) 298.04 0.29 (281.87) (32.54) 38.83 29.28 (4.22) (29.36) 856.86 (77.07) 779.79 (274.67) 3.63 (100.00) (50.00) (2,156.58) 2,288.46 (289.16' 54.00 (1.24) (27.40) (9.84) (448.56) (433.04) 57.59 8.14 65,73 (Refer note 6) 902.59 211.15 (0.1 I) 0.41 (0.58) (39.43) 13.83 79.64 (32.09) (1.15) (0.80) (412.50) (125.70) 595.26 (196.57) 0.77 199.62 0.40 (114.82) 29.98 30.58 6.24 2.29 (97.07) 456.68 (131.54) 325.14 (189.88) 412.50 (1,804.91) 1,663.27 80.98 77.84 4.79 (0 39) (21.47) (12.22) (411.22) (362.67) 43.45 4.39 47.84
Page 12
NUT Learning Systems Limited Regd Office : Plot No. 85, Sector - 32, Institutional Area, Gurugrarn - 122001 (Haryana) India Tel: +91 (124) 4293000 Fax: +91 (124) 4293333 Website: http://www.niitmts.com Corporate Identity Number: L72200HR2001PLC099478 Email : investors@niitmts.com Notes to the Standalone Financial Results:- 1 The above results were reviewed and recommended by the Audit Committee and approved by the Board of Directors at its meeting held on October 29, 2026. 2 The standalone financial results have been prepared in accordance with applicable Indian Accounting Standards as prescribed under section 133 of the Companies Act 2013 read with rule 3 of the Companies (Indian Accounting Standards) Rules 2015 (as amended) and presented in accordance with the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), ("Listing Regulations"). 3 During the quarter, under the NLSL Employee Stock Option Plans (NLSL ESOP 2023-0 and ESOP 2024), 1,488,667 options were granted, 347,008 equity shares were issued, 23,336 options lapsed, and 11,099,911 options remained outstanding as on September 30, 2026. 4 The Company is engaged in providing Education & Training Services in a single segment. Chief Executive Officer and Chief Financial Officer of the Company are considered as Chief Operating Decision Makers (CODM) who evaluate the performance and allocate resources based on the analysis of performance of the Company as a whole. Its operations are, therefore considered to constitute a single segment in the context oflnd AS 108 - 'Operating Segments'. 5 Considering the material and non-recurring nature of the impact of new Labour Codes, the increase in gratuity liability attributable to past service costs amounting to Rs. 135.28 Million has been disclosed under Exceptional Items in the financial results for the year ended March 31, 2026. 6 In line with a recent opinion of the Expert Advisory Committee (EAC) of the Institute of Chartered Accountants of India (ICAI) on the "Presentation of Unbilled Revenue" issued in response to a query raised by another party, the Company has reclassified unbilled revenue of Rs. 76.01 Million as at March 31, 2026 from "Other Financial Assets" to "Trade Receivables" within "Financial Assets". The comparative balance sheet and cash flow statement have been restated accordingly. The change has no material impact on the opening balance sheet of the comparative period, hence ho third balance sheet is presented. 7 Subsequent to the quarter, NIIT (USA), Inc, a wholly owned overseas subsidiary of the NIIT Learning Systems Limited acquired 100% membership interest in Bluewater Learning, LLC, and executed Membership Interest Purchase Agreement and other definitive agreements. The aggregate purchase price is up to USD 17.6 Million including earnout amount payable over the next five years based on the Company performance. Payments are subject to customary adjustments as per terms of definitive agreements. Place: Gurugram Date : October 29, 2026 Vice-Chairman & Managing Director
Page 13
S.R. BAr1.1Bo1&Assoc1ArEs LLP Chartered Accountants 6 7, Institutional Area Sector 44, Guruoram • 1?? ocn Haryana, lnc;lia Tel: +91124 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 Learning Systems Limited 1. We have reviewed the accompanying statement of unaudited standalone financial results of NIIT Learning Systems Limited (the "Company") for the quarter ended September 30, 2026 and year to date from April 01, 2026 to September 30, 2026 (the "Statement") attached herewith, being submitted by the Company pursuant to the requirements of Regulation 33 of the SEB I (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "Listing Regulations"). 2. The Company's Management is responsible for the preparation of the Statement 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 lndic1 and in compliance with Regulation 33 of the Listing Regulations. The Statement has been approved by the Company's Board of Directors. Our responsibility is to express a conclusion on the Statement based on our review. 3. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. 4. Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standards ('Ind AS') specified under Section 133 of the Companies Act, 2013 as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement. 5. Emphasis of matter We draw attention to note 6 to the standalone financial results, describing the impact of the restatement of comparative figures of unbilled revenue which was previously disclosed under Other financial assets instead of being presented under Trade receivables. Our opinion is not modified in this matter. For S.R. BATLIBOI & ASSOCIATES LLP Chartered Accountants ICAI Firm registration number: IO 1049W /E300004 per Partner Membersh No.: 094524 UDIN: 2609 24GMUUST1474 Place: Gurugram Date: October 29, 2026 S.R. B•tliboi & Associates LLP, a Limited Liability Partnership with LLP Identity No. AAB-4295 Rcgd Office 22. Camac Street. Block ·B' Jrd Fki<ff, h:olkara-"'!"(J(1016