Interim report
Page 1
November 5, 2025 The Manager BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001 The Manager MANAGED TRAINING SERVICES Corporate Office: lnfocity, A-24, Sector 34 Gurugram 122 001, Haryana, India Tel: +91 (124) 4916500 www.niitmts.com Email: info@niitmts.com National Stock Exchange of India Limited Exchange Plaza, Sandra Kurla Complex, Sandra (E), Mumbai - 400 051 Subject: Submission of Unaudited Financial Results for the quarter and half year ended September 30, 2025 Scrip Code: BSE - 543952; NSE - NIITMTS Dear Sir, This is to bring to your kind attention that the Board of Directors of the Company in its meeting held on November 5, 2025 (which commenced at , ,~~::,a.m. and concluded at I :.2t-tp.m.) has, inter-alia, approved both Consolidated and Standalone Unaudited Financial Results of the Company for the quarter and half year ended September 30, 2025 ("Results") along with Limited Review Reports of the Statutory Auditors. A copy of the said Results along with Limited Review Reports are enclosed herewith for your information and records. 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 8, 2025. You are requested to take note of the same and inform your members accordingly. Thanking you, Yours sincerely, For NIIT Learning ,stems Limited c· .. ~~ Deepak Bansal Company Secretary & Compliance Offic~r,.--------------------------------- Encls.: a/a NIIT Learning Systems Limited (Fonnerly MindChampion Leaming Systems Limited) Registered Office: Plot No. 85, Sector 32, Institutional Area, Gurugram 122 001, Haryana, India I Tel: +91 (124) 4293000 I CIN: L72200HR 2001 PLC 099478
Page 2
S.R. BATLIBOI & ASSOCIATES LLP Chartered Accountants 67, Institutional Area Sector 44, Gurugram • 122 003 Haryana, India Tel: +91124 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 Learning Systems Limited 1. We have reviewed the accompanying Statement of Unaudited Consolidated Financial Results of NIIT 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, 2025 and year to date from April 01, 2025 to September 30, 2025 (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, (]nd 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 of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Institute of Chartered Accountants oflndia. 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 oflndia under Regulation 33(8) of the Listing Regulations, to the extent applicable. 4. The Statement includes the results of the entities listed in Annexure A. 5. Based on our review conducted and procedures performed as stated in paragraph 3 above and based on the consideration of the review reports of other auditors referred to in paragraph 6 and 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. The accompanying Statement includes the unaudited interim financial results and other financial information, in respect ofnine subsidiaries, whose unaudited interim financial results include total assets of Rs. 11,325.81 million as at September 30, 2025, total revenues of Rs. 1,353.59 million and Rs. 2,509.17 million, total net profit after tax of Rs. 182.56 million and Rs. 803.20 million, total comprehensive income of Rs. 183.26 million and Rs. 800.25 million, for the quarter ended September 30, 2025 and the period ended on that date respectively, and net cash inflows of Rs. 225.20 million for the period from April 1, 2025 to September 30, 2025, as considered in the Statement which have been reviewed by their respective independent auditors. S.R. Batllbol & Associates LLP, a Limited Liability Partnership with LLP Identity No. AAB-4295 Regd. Office: 22, Carnac Street, Block 'B', 3rd Floor, Kolkata-700 016
Page 3
S.R. BATLIBOI & ASSOCIATES LLP Chartered Accountants 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. 7. One of the step-down subsidiary (including six further step-down subsidiaries) are 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 fmancial 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 byus. 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. 293.29 million as at September 30, 2025, and total revenues of Rs. 29.87 million and Rs. 48.16 million, total net loss after tax of Rs. 0.14 million and Rs. 6.05 million, total comprehensive loss of Rs. 0.14 million and Rs. 6.05 million, for the quarter ended September 30, 2025, and the period ended on that date respectively and net cash inflows of Rs. 16.50 million for the period from April 1, 2025 to September 30, 2025. The unaudited interim financial results and other unaudited financial information of these subsidiaries have not been reviewed by any auditors 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 6, 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 Yo Partner Membership o.: 094524 UDIN: 25094524BMNZPH8723 Place- Gurugram Date- November 5, 2025
Page 4
S.R. BATLIBOI & ASSOCIATES LLP Chartered Accountants Annexure-A List of entities included in the consolidated financial results for the quarter ended September 30, 2025 and year to date from April 01, 2025, to September 30, 2025. NUT Learning Systems Limited Subsidiaries ofNIIT Learning Systems Limited 1. NUT USA Inc, USA 1.1 Stackroute Learning Inc, USA (subsidiary of entity at serial no. I) 1.2 St. Charles Consulting Group, LLC (subsidiary of entity at serial no. 1) 1.3 Eagle Training Spain, S.L.U (subsidiary of entity at Serial no. I) 1 .4 NUT Mexico, S. DE R.L. DE C. V. (subsidiary of entity at serial no. I - incorporated on February 23, 2023) 1.5 NUT Brazil LTDA (subsidiary of entity at serial no. I - incorporated on March 23, 2023) 2 NUT Limited, UK 3 NIIT Malaysia Sdn. Bhd, Malaysia 4 NIIT (Ireland) Limi.ted 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. Jul 9, 2025) (a) MST Holding GmbH (subsidiary of entity at serial no. 4.2 w.e.f. Jul 9, 2025) i. MST Group GmbH [subsidiary of entity at serial no. 4.2.(a) w.e.f. Jul 9, 2025] ii. MST UK Ltd. [subsidiary of entity at serial no. 4.2.(a) w.e.f. Jul 9, 2025] iii. MST Shanghai Co. Ltd. [subsidiary of entity at serial no. 4.2.(a) w.e.f. Jul 9, 2025] iv. MST South Carolina Inc. [subsidiary of entity at serial no. 4.2.(a) w.e.f. Jul 9, 2025] v. MST Switzerland GmbH (under liquidation) [subsidiary of entity at serial no. 4.2.(a) w.e.f. Jul 9, 2025] 5 NIIT West Africa Limited
Page 5
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(g)niitmts.com Statement of Unaudited Financial Results for the quarter and half year ended September 30, 2025 • Consolidated Financial Results (Rs in Millions, excepl per share data) Preceding Corresponding Year to date figures Year to date figures 3 months ended for the current for the pre, 1 ious Previous year ended September 30, 2025 3 months ended 3 months ended period ended period ended March 31, 2025 Particulars June 30, 2025 Septem her 30, 2024 Septem her 30, 202S Septem her 30, 2024 Unaudited Unaudited Unaudited Unaudited Unaudited Audited (Refer note 5) (Refer note 5) (ll /2) (3) /4) /5) /6) /7) I Income a) Revenue from operations 4,757.16 4,513.54 3,974.48 9,270.70 8,046.77 16,532.64 b) Other income 83.25 130.74 126.34 213.99 219.80 449.12 Total income 4 840.41 4 644.28 4 100.82 9,484.69 8,266.57 16,981.76 2 Expenses a) Purchase of stock-in-trade 21.19 14.40 0.19 35.59 0.88 12.81 b) Changes in inventories of stock-in-trade 0.18 0.01 0.24 0.19 0.43 (0.01) c) Employee benefits expense 2,087.92 2,009.31 1,978.49 4,097.23 3,928.60 7,957.47 d) Professional & technical outsourcing expenses 1,252.64 1,150.01 701.57 2,402.65 1.451.83 3,300.76 c) Finance costs 73.08 60.73 71.22 133.81 143.32 208.29 () Depreciation and amortisation expenses 183.92 181.09 152.64 365.01 292.61 619.07 12) Other exoenses 468.13 435.71 418.76 903.84 829.67 I 708.71 Total exnenses 4087.06 3 8S1.26 3,323.11 7,938.32 6 647.34 13,807.10 3 Profit before exceotional items and tax 11-2) 753.35 793.02 777.71 1 546.37 1,619.23 3,174.66 4 Exceptional items (net) (Refer notes 5 and 6) (60.31 (62.81) (32.27) (123.12) /61.32) (111.09) 5 Profit before tax (3+4) 693.04 730.21 745.44 1,423.25 1S57.91 3 063.57 6 Tax expense -Current tax 223.11 241.28 190.59 464.39 407.13 758.21 -Deferred tax charge '(credit) 0.29 (4.10) (15.51) (3.81) (19.77) 30.36 Total tax exnense 223.40 237.18 175.08 460.58 387.36 788.57 7 Profit after tax profit attributable to (5-6) 469.64 493.03 570.36 962.67 1,170.SS 2,275.00 Owners of the Parent Comoanv 469.64 493.03 570.36 962.67 1,170.55 2,275.00 8 Other comprehensive income/ (loss) (i) Items that will not be reclassified subsequently to profit or loss a) Remeasurement of the defined benefit obligation IOAO (3.93) (3.43) 6.47 (4.21) (9.85) b) Income tax effect (2.62) 0.99 0.86 (1.63) 1.06 2.48 c) Gain on equity instrument measured at Fair value through 12.46 12.46 12.46 other comprehensive income d) Income tax effect - (1.56) (1.56) (1.56) 7.78 (2.94' 8.33 4.84 7.75 3.53 (ii) Items that will be reelassilied subsequently to profit or loss a) Fair value changes on cash flow hedges (26.03) (22.76) (33.55) (48.79) (23.92) 3.65 b) l ncomc lax effect 6.89 5.29 7.49 12.18 5.50 0.20 c) Exchange differences on translation of foreign operations 233.03 287.46 156.51 520.49 136.14 129.54 213.89 269.99 130.45 483.88 117.72 133.39 Total(i+ii) 221,67 267.05 138,78 488,72 12S.47 136.92 9 Total comprehensive income attributable to (7+8) : 691.31 760.08 709.14 1,451.39 1,296.02 2,411.92 Owners of the Parent Comnanv 691.31 760.08 709.14 1,451.39 1,296.02 2,411.92 10 Paid-up equity share capital 274.14 272.97 271.70 274.14 271.70 272.25 (Face value of Rs. 2 each, fullv oaid) 11 Reserves excludine revaluation reserves 11,827.01 12 Earnings Per Share attributable to equity shareholders of parent (in Rs.): l(Facc value of Rs. 2/-) {Not annualised for the quarter) -Basic 3.43 3.62 4.20 7.05 8.63 16.75 I-Diluted .l.35 3.51 4.04 6.87 8.31 16.15
Page 6
... 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: L72200HR2001 PLC099478 Email : investors@niitmts.com Rs. in Millions Consolidated Statement of Assets and Liabilities Particulars ASSETS Non-current assets Property, plant and equipment Goodwill Other 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 TOT AL ASSETS EQUITY AND LIABILITIES EQUITY Equity share capital Other equity Share application money pending allotment TOT AL EQUITY LIABILITIES Non-current liabilities Financial liabilities Borrowings Lease liabilities Other financial liabilities Deferred tax liabilities (net) Provisions Other non-current liabilities Total non-current liabilities Current liabilities Financial Iia bilities Borrowings Lease liabilities Trade payables (a) Total outstanding dues of micro enterprises and small enterprises (b) Total outstanding dues of creditors other than micro enterprise and small enterprises Other financial liabilities Other current liabilities Provisions Income tax liabilities ( net) Total current liabilities TOT AL LIABILITIES UITY AND LIABILITIES As at Se tember 30, 2025 Unaudited Refer note 5 286.50 6,196.61 1,425.16 407.88 165.31 457.42 73.09 98.75 177.03 3.80 9,291.55 0.62 4,391.25 3,350.39 3,157.88 52.07 4,540.65 909.84 16,402.70 25,694.25 274.14 13,075.59 4.79 13,354.52 1,654.55 336.50 1,276.44 139.00 4.94 4.13 3,415.56 506.77 100,93 19.85 1,179.71 5,270.98 1,449.25 242.79 153.89 8,924.17 12,339.73 25,694.25 March 31, 2025 Audited 300.15 4,519.19 1,166.02 299.98 99.90 408.34 60.54 92.84 135.90 1.83 7,084.69 0.81 3,843.40 2,515.09 3,372.55 52.09 4,428.68 583.45 14,796.07 21,880.76 272.25 11,827.01 0.34 12,099.60 449.78 246.51 1,180.17 16.69 4.69 4.03 1,901.87 256.67 75.12 19.56 970.75 4,664.48 1,585.26 219.03 88.42 7,879.29 9,781.16 21,880.76
Page 7
.. NIIT Learning Systems Limited Regd Oftlce: 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 : L 72200HR200 I PLC0994 78 Email : investors@niitmts.com Consolidated Statement of Cash Flows Period ended Particulars Se tember 30, 2025 Se tember 30 2024 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 secu1ity deposit given Unwinding of deferred income on advances received Gain on termination of leases (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 Fair value measurement loss of strategic investment Allowance for expected credit losses on trade receivables (net ofreversal) Allowance for doubtful advances and other receivables (net ofreversal) Allowance for slow/ non-moving inventory (net ofreversal) babilities/ Provisions no longer required written back Unrealised Foreign Exchange (Gain)/ Loss (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 Cun·ent 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 Investments in Convertible Promissory Notes / Preferred shares 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 under Employee stock option scheme Share application money received Payment of principal portion of lease liabilities Payment ofintercst on lease liabilities Repayment of long term borrowings Proceeds from short term borrowings Proceeds from long term borrowings Interest paid Dividend paid to equity share holders of Parent Company Net Cash used in F.inancing activities (C) Net (Decrease)/ Increase in cash & cash equivalents (A)+ (B) +(C) Exchange difference on translation of foreign currency cash and cash Cash and Cash equivalents as at the beginning of the year l)naudited Refer note 5 1,546.37 365.01 (0.11) 54.67 (68.11) (3.53) (1.15) (0.80) (130.67) 79.14 0.41 (0.58) (0.14) (19.70) 135.74 1,956.55 127.51 2.34 (139.43) 388.99 30.23 (593.70) 0.77 0.16 (236.10) 164.53 (I 1.01) 1,690.84 (492.79) 1,198.05 112.02 1,086.03 (188.09) (3.08) 2,273.82 (2,679.14) (2,060.89) 34.38 (2,623.00) 77.84 4.79 (40.72) (15.26) (130.25) 8.54 1,497.77 (30.80) (411.22) 960.69 (576.29) 361.62 3,372.55 3,157.88 l)naudited 1,619.23 292.61 (0.11) 58.23 (55.80) (1.04) (0.60) (0.02) 1.49 (143.16) 85.09 27.21 (1.44) 19.81 101.54 2,003.04 (0.21) 1.36 (354.04) (650.95) 36.51 48.22 1.87 (0.83) (158.30) 683.94 (0.61) 1,610.00 (337.18) 1,272.82 (29.73) 1,243.09 (215.27) I.SI (0.91) 2,207.71 (2,757.11) 33.49 (730.58) 50.06 (35.10) (16.06) ( 125.53) (39.78) (373.52) (539.93) (27.42) 112.82 2,843.04 2,928.44 Rs. in Millions) Year ended March 31 2025 Audited 3,174.66 619.07 (0.32) 107.60 (127.21) (2. 13) (1.31) (0.01) (3.72) (284.23) 97.33 2.14 30.65 0.02 (2.04) 28.14 236.63 3,875.27 73.29 3.43 51.72 (141.41) 40.02 (314.79) 2.03 (0.41) (130.80) (52.71) (5.68) 3,399.96 (804.82) 2,595.14 (124.10) 2,471.04 (478.50) 6.01 (253.11) (7.17) 4,456.44 (4,518.45) (90.05) (534.77) 127.40 (1,292.20) 74.83 0.34 (71.63) (30.74) (254.48) (71.76) (372.37) (725.81) 453.03 76.48 2,843.04 3,372.55
Page 8
NIIT Learning Systems Limited Regd Office : Plot No. 85, Sector - 32, Institutional Area, Gurugram - I 22001 (Haryana) India Tel: +91 (124) 4293000 Fax: +91 (124) 4293333 Website: http://www.niitmts.com Corporate Identity Number: L72200HR2001 PLC099478 Email : investors@niitmts.com Notes to the Consolidated Financial Results :- 1 The above results were reviewed and recommended by Audit Committee and approved by the Board of Directors at its meeting held on November 05, 2025. 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 amended) and presented in accordance with the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("Listing Regulations"). 3 During the quarter, under the NLSL Employee Stock Option Plans (NLSL ESOP 2023-0 and ESOP 2024), I ,691,667 options were granted at exercise price of Rs. 335.80 per option, 583,646 equity shares were issued, 2 options lapsed, and I 0,776,258 options remained outstanding as on September 30, 2025. 4 The Group is engaged in providing Education & Training Services in a single segment. Chief Executive Officer and Chief Financial Officer of the Hold,ing Company are considered as Chief Operating Decision Makers (CODM) who evaluate the performance 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 I 08 - 'Operating Segments'. 5 On July 9, 2025, NIIT (Ireland) Limited, a wholly owned overseas subsidiary of NIIT Leaming Systems Limited, acquired a I 00% equity stake in MST Investment Holding GmbH and its subsidiaries ("MST Group"). The acquisition was executed through a Share Sale and Purchase Agreement ("SSP A") and other definitive agreements ("Transaction Documents") for a total consideration of EUR 22.37 Million. This amount includes the purchase of I 00% equity for EUR 15.35 Million and the takeover of existing loans amounting to EUR 7.02 Million, subject to adjustments as per the definitive agreements. The Group has recorded identifiable assets on provisional basis .. The Consolidated Financial Results for the quarter/period ended September 30, 2025, include the performance of the MST Group from July 10, 2025, to September 30, 2025. Consequently, the results for the current quarter/period are not comparable with the corresponding previous quarter/period. Acquisition-related expenses amounting to Rs. 57.67 Million (previous quarter Rs. 62.81-Million) incurred during the quarter ended September 30, 2025, have been disclosed as Exceptional items. 6 Exceptional items other than above represent expenses incurred in connection with strategic initiatives. Place : Gurugram Date: November OS, 2025 .. By order of the Board terns Limited Vijay K Thadani Vice-Chairman & Managing Director
Page 9
.. S.R. 8ATLIBOI & ASSOCIATES LLP Chartered Accountants 6 7, Institutional Area Sector 44, Gurugram • 122 003 Haryana, India 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 NUT Learning Systems Limited • 1. We have reviewed the accompanying statement of unaudited standalone financial results of NIIT Leaming Systems Limited (the "Company") for the quarter ended September 30, 2025 and year to date from April 01, 2025 to September 30, 2025 (the "Statement") attached herewith, being submitted by the Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "Listing Regulations"). 2. 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 India 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 oflndia. 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. For S.R. BATLIBOI & ASSOCIATES LLP Chartered Accountants ICAI Firm registration number: 101049W/E300004 per Partner MembersH No.: 094524 UDJN: 25094524BMNZPI7798 Place: Gurugram Date: November 5, 2025 S.R. Batllboi & Associates LLP, a Limited Liablllty Partnership with LLP Identity No. AAB-4295 Regd. Office: 22, Camac Street, Block 'B', 3rd Floor, Kolkata-700 016
Page 10
NUT Learning Systems Limited Regd Office : Plot No. 85, Sector - 32, Institutional Area, Gurugram - 12200 I (Haryana) India Tel: +91 (124) 4293000 Fax: +91 (124) 4293333 Websile: http://www.niitmts.com Corporate Identity Number : L72200HR200 I PLC0994 78 Email : investors({!}niitmts.com Statemenl of Financial Results for the quarter and half year ended September 30, 2025 Standalone Financial Results Preceding Corresponding Year to date figures 3 months ended 3 months ended 3 months ended for the current Particulars September 30, 2025 June 30, 2025 September 30, 2024 period ended September 30, 2025 Unaudited Unaudited Unaudited Unaudited {I) (2) (3l (4) (5) I Income a) Revenue from operations 1,338.22 1,311.69 I, 162.31 2,649.91 bl Other income 606.13 238.44 576.99 844.57 Total income 1,944.35 I 550.13 I 739.30 3 494.48 2 Expenses a) Purchase of slock-in-trade 13.67 14.40 0.19 28.07 b) Changes in invenlories of slock-in-lrade 0.18 O.oJ 0.24 0.19 c) Employee benefits expense 600.93 555.91 562.77 1,156.84 d) Professional & lechnical outsourcing expenses 430.00 409.03 265.66 839.03 e) Finance costs 7.04 6.84 7.61 13.88 f) Depreciation and amortisation expenses 107.09 104.06 73.70 211.15 e) Other exoenses 152.84 189.89 162.40 342.73 Total expenses 1,311.75 1,280.14 1,072.57 2,591.89 3 Profit before tax (1-2) 632.60 269.99 666.73 902.59 4 Tax expense -Current tax 56.42 71.52 60.12 127.94 -Deferred lax (credit)/ charge (3.45) (3.95) (14.01) (7.40) Total tax exnense 52.97 67.57 46.11 120.54 5 Profit after tax (3-4) 579.63 202.42 620.62 782.05 6 Other comprehensive loss (i) Items that will not be reclassified subsequently to profit or loss a) Remeasurement of defined benefit obli~ation 10.40 (3.93) (3.43) 6.47 bl Income tax cffel:t (2.62) 0.99 0.86 (1,63) 7.78 (2.94 (2.57 4.84 (ii) Items that will be reclassified subsequently to profit or loss a) Fair value changes.on cash flow hedges (26.52) (18.46) (26.04) (44.98) b) Income tax effect 6.67 4.65 6.56 11.32 (19.85) (13,81 (19.48 (33.66) Total (i+li) (12.07 (16.75 (22.05 (28.82 7 Total comprehensive income (5+6) 567.56 185.67 598.57 753.23 8 Paid-up equity share capital 274.14 272.97 271.70 274.14 I (faee value of Rs. 2 each, fully naid) 9 Reserves excluding revaluation reserves IO Earnin_gs Per Share attributable to shareholders (in Rs.): (Face value of Rs. 2/-) (Nol annualised for the quarter) - Basic 4.23 1.48 4.57 5.72 - Diluted 4.13 1.44 4.40 5.58 (Rs. in Millions, excepl per share data) Year to date figures Previous year for the previous ended period ended March 3 I, 2025 September 30, 2024 Unaudited Audited (6) (7) 2,230.93 4,834.82 738,59 I 122.88 2 969.52 5 957.70 0.88 12.81 0.43 (0.01) 1,061.28 2,137.25 530.94 1,295. I 8 15.36 33.12 136.55 300.65 309.41 630.86 2,054.85 4,409.86 914.67 1,547.84 118.29 213.82 (7.92) 46.72 110.37 260.54 804.30 1,287.30 (4.21) (9.85) 1.06 2.48 (3.15) (7.37) (19.84) (4.68) 5.00 1.18 114.84) (3.50 (17.99 (10.87 786.31 1,276.43 271.70 272.25 6,737.77 5.93 9.48 5.71 9.14 •,f'?J SYsr(!> ...... ,~ ~ ~ ,~ ~ ✓ v ...,. 1t1 \II :,...--V ' --- jS·urugram gt-- ~ ~ ,&Ass~ rtr\r."""~z~ i ~ ~ VJ : "/4, 'l> ..... I ri~ )r- * 'Q 'l J: --
Page 11
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 Particulars ASSETS Non-current assets Property, plant anq 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 TOT AL 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 ~t-':b ;:))Yst~~ ~,&.As.s.~Provisions E,r, rff";-°r\""" ~\1 otaI current liabilities Gurugram j I ~[ 3~ "OTAL LIABILITIES \,....,-, ~, _f;1, ~~\.. }~ ~OTAL EQUITY AND LIABILITIES A •tt, .., 'Q~ ~-~~,;~ 'ti-t,i/ ~ \, - As At September 30, 2025 Unaudited 229.06 555.15 208.94 169.04 979.20 47.79 94.87 30.42 3.01 2,317.48 0.62 4,009.03 1,314.22 47.84 52.07 1,022.14 299.65 6,745.57 9,063.05 274.14 7,288.20 4.79 7,567.13 - 180.89 16.10 4.94 4.13 206.06 2.88 49.90 19.85 626.50 323.43 100.26 167.04 1,289.86 1495.92 9,063.05 (Rs. in Millions) March 31, 2025 Audited 248.95 598.44 237.76 103.55 979.20 46.21 77.78 26.82 1.28 2,319.99 0.81 3,741.69 1,093.90 4.39 52.09 1,120.26 184.83 6,197.97 8,517.96 272.25 6,737.77 0.34 7,010.36 3.02 208.29 13.93 4.69 4.03 233.96 2:76 43.97 19.56 594.73 375.59 94.10 142.93 1,273.64 1,507.60 8,517.96
Page 12
NIIT Learning Systems Limited Regd Office : Plot No. 85, Sector - 32, Institutional Area, Gurugram - 12200 I (Haryana) India Tel: +91 (124) 4293000 Fax: +91 (124) 4293333 Website: http://www.niitmts.com Corporate Identity Number : L 72200HR200 I PLC099478 Email : invcstors@niitmts.com Standalone Statement of Cash Flows Period ended Particulars September 30 2025 September 30. 2024 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 of reversal) Allowance for doubtful advances and other receivables (net of reversal) Allowance for slow/ non-moving inventory (net ofreversal) Unrealised Foreign Exchange (Gain)/ Loss (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 Gain on termination of leases (net) Dividend income from subsidiaries Loss/ (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 Interest received from deposits with Banks and Financial Institutions Dividend received from subsidiaries Placement of fixed deposits with Banks (net) Placement of deposits with Financial Institutions (net) Purchase of mutual funds Proceeds from sale of mutual funds Net cash flows from/ (used in) 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 of lease liabilities Payment of interest of lease liabilities Dividend paid to equity shareholders Net cash used in financing activities (C) Net Increase/ (Decrease) in cash and cash equivalents (A)+ (B) + (C) Cash and cash equivalents at the beginning of the year Cash and cash equivalents as at the end of the period/ year Unaudited 902.59 211.15 (0.11) 0.41 - (0.58) (39.43) 13.83 79.64 (32.09) (I.IS) (0.80) - (412.50) - (125.70) 595.26 (179.22) 0.77 - 182.27 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 Unaudited 914.67 136.55 (0.l l) (0.16) - (1.44) 9.93 15.36 57.20 (21.13) ( 1.04) (0.60) (0.02) (370.96) 1.49 (131.33) 608.41 (105.63) 1.87 - 190.57 (0.82) (189.43) 35.39 27.47 (18.54) 1.37 (68.51) 482.15 (73.57) 408.58 (195.03) I.SI 0.44 370.96 (0.42) - (2,214.39) 1,930.93 (106.00) 50,06 - - (20.01) (14.35) (373.52) (357.82) (55.24' 96.18 40.94 (Rs. in Millions) Year ended March 31 2025 Audited 1,547.84 300.65 (0.32) 0.29 0.02 (2.04) 15.45 33.12 133.93 (46.23) (2.13) (1.31) (0.01) (370.96) (3.68) (259.63) 1,344.99 (259.39) 2.03 (0.56) (182.11) (0.43) 20.88 140.91 25.96 (22.21) 3.45 21.41 1,094.93 (254.66) 840.27 (450.17) 6.01 45.04 370.96 (273.20) (7.17) (3,341.35) 3,083.29 (566.59) 74.83 0.34 (40.69) (27.58) (372.37) (365.47) (91.79 96.18 4.39
Page 13
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 Notes to the Standalone Financial Results:- ! The above results were reviewed and recommended by Audit Committee and approved by the Board of Directors at its meeting held on November 05, 2025. 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), 1,691,667 options were granted at exercise price of Rs. 335.80 per option, 583,646 equity shares were issued, 2 options lapsed, and 10,776,258 options remained outstanding as on September 30, 2025. 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'. Place: Gurugram Date : November 05, 2025 B order of the Board ' 'ed Vijay K Thadani Vice-Chairman & Managing Director