NIIT

MANAGED TRAINING SERVICES

Corporate Office:
Infocity, A-24, Sector 34
Gurugram 122 001, Haryana, India
Tel: +91 (124) 4916500
www.niitmts.com
Email: [email protected]

May 12, 2026

The Manager
BSE Limited
Phiroze Jeejeebhoy Towers,
Dalal Street, Mumbai - 400 001

The Manager
National Stock Exchange of India Limited
Exchange Plaza, Bandra Kurla Complex,
Bandra (E), Mumbai - 400 051

Subject: Submission of Audited Financial Results for the financial year ended March 31, 2026

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 May 12, 2026 (which commenced at 11:40 a.m. and concluded at 1:15 p.m.) has, inter-alia, approved:

the Audited Financial Statements for the financial year ended March 31, 2026 and Audited Financial Results for the Quarter and financial year ended March 31, 2026, both Consolidated and Standalone; and
recommended dividend of Rs. 3.25 per equity share of the face value of Rs. 2 per equity share of the Company for the financial year 2025-26.

We would like to confirm that S. R. Batliboi & Associates LLP, Statutory Auditors of the Company, have issued Audit Reports with unmodified opinion on these financial results. Copies of the said Audited Consolidated and Standalone Financial Results for the quarter and financial year ended March 31, 2026, along with Statutory Audit 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 May 15, 2026.

You are requested to take note of the same and inform your members accordingly.

Thanking you,

Yours sincerely,

For NIIT Learning Systems Limited

Deepak Bansal
Company Secretary &
Compliance Officer

Encls.: a/a

NIIT Learning Systems Limited
(Formerly MindChampion Learning Systems Limited)
Registered Office: Plot No. 85, Sector 32, Institutional Area,
Gurugram 122 001, Haryana, India | Tel: +91 (124) 4293000 | CIN: L72200HR 2001 PLC 099478

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 : [email protected]
Statement of Audited Financial Results for the quarter and year ended March 31, 2026

(Rs. in Millions, except per share data)

Consolidated Financial Results
	Particulars	3 months ended March 31, 2026	Preceding 3 months ended December 31, 2025	Corresponding 3 months ended March 31, 2025	Current year ended March 31, 2026	Previous year ended March 31, 2025
		Audited (Refer notes 5, 7 and 10)	Unaudited (Refer note 5)	Audited (Refer note 10)	Audited (Refer notes 5 and 7)	Audited
	(1)	(2)	(3)	(4)	(5)	(6)
1	Income
	a) Revenue from operations	5,252.19	4,996.95	4,297.10	19,519.84	16,532.64
	b) Other income	41.33	104.23	126.28	359.55	449.12
	Total income	5,293.52	5,101.18	4,423.38	19,879.39	16,981.76
2	Expenses
	a) Purchase of stock-in-trade	34.14	21.65	4.20	91.38	12.81
	b) Changes in inventories of stock-in-trade	0.15	0.03	(0.05)	0.37	(0.01)
	c) Employee benefits expense	2,436.12	2,198.74	2,011.58	8,732.09	7,957.47
	d) Professional & technical outsourcing expenses	1,341.92	1,248.78	1,037.78	4,993.35	3,300.76
	e) Finance costs	57.78	36.43	60.41	228.02	208.29
	f) Depreciation and amortisation expenses	205.33	193.51	167.07	763.85	619.07
	g) Other expenses	564.06	562.85	442.04	2,030.75	1,708.71
	Total expenses	4,639.50	4,261.99	3,723.03	16,839.81	13,807.10
3	Profit before exceptional items and tax (1-2)	654.02	839.19	700.35	3,039.58	3,174.66
4	Exceptional items (net) (Refer notes 5, 6, 7, 8 and 9)	286.32	109.01	(7.48)	272.21	(111.09)
5	Profit before tax (3+4)	940.34	948.20	692.87	3,311.79	3,063.57
6	Tax expense
	-Current tax	187.53	242.15	167.52	894.07	758.21
	-Deferred tax (credit) / charge	(18.32)	(37.38)	38.20	(59.51)	30.36
	Total tax expense	169.21	204.77	205.72	834.56	788.57
7	Profit after tax profit attributable to (5-6)	771.13	743.43	487.15	2,477.23	2,275.00
	Owners of the Parent Company	771.13	743.43	487.15	2,477.23	2,275.00
	Non Controlling Interests	-	-	-	-	-
8	Other comprehensive income / (loss)
	(i) Items that will not be reclassified subsequently to profit or loss
	a) Remeasurement of the defined benefit obligation	0.37	4.40	(7.91)	11.24	(9.85)
	b) Income tax effect	(0.09)	(1.11)	1.99	(2.83)	2.48
	c) Gain on equity instrument measured at Fair value through other comprehensive income	2.60	-	-	2.60	12.46
	d) Income tax effect	(0.33)	-	-	(0.33)	(1.56)
		2.55	3.29	(5.92)	10.68	3.53
	(ii) Items that will be reclassified subsequently to profit or loss
	a) Fair value changes on cash flow hedges	(46.50)	11.97	9.16	(83.32)	3.65
	b) Income tax effect	11.96	(2.79)	(3.06)	21.35	0.20
	c) Exchange differences on translation of foreign operations	288.56	103.87	100.92	912.92	129.54
		254.02	113.05	107.02	850.95	133.39
Total (i+ii)	256.57	116.34	101.10	861.63	136.92
9	Total comprehensive income attributable to (7+8):	1,027.70	859.77	588.25	3,338.86	2,411.92
	Owners of the Parent Company	1,027.70	859.77	588.25	3,338.86	2,411.92
	Non Controlling Interests	-	-	-	-	-
10	Paid-up equity share capital	275.04	274.33	272.25	275.04	272.25
	(Face value of Rs. 2 each, fully paid)
11	Reserves excluding revaluation reserves				15,153.48	11,827.01
12	Earnings Per Share attributable to equity shareholders of parent (in Rs.):
	(Face value of Rs. 2/-) (Not annualised)
	- Basic	5.61	5.42	3.58	18.09	16.75
	- Diluted	5.48	5.28	3.45	17.66	16.15

NIIT Learning Systems Limited

Consolidated Statement of Assets and Liabilities
Particulars	As at
	March 31, 2026	March 31, 2025
	Audited
(Refer notes 5 and 7)	Audited
ASSETS
Non-current assets
Property, plant and equipment	291.54	300.15
Goodwill	8,427.74	4,519.19
Other Intangible assets	1,649.22	1,166.02
Right-of-use assets	465.75	299.98
Intangible assets under development	250.18	99.90
Financial assets
Investments	380.39	408.34
Other financial assets	217.34	60.54
Deferred tax assets (net)	142.57	92.84
Income tax assets (net)	81.33	135.90
Other non-current assets	0.75	1.83
Total non-current assets	11,906.81	7,084.69
Current assets
Inventories	0.44	0.81
Financial assets
Investments	4,933.01	3,843.40
Trade receivables	3,777.63	2,515.09
Cash and cash equivalents	3,943.15	3,372.55
Bank balances other than above	3.34	52.09
Other financial assets	5,325.49	4,428.68
Other current assets	714.09	583.45
Total current assets	18,697.15	14,796.07
TOTAL ASSETS	30,603.96	21,880.76
EQUITY AND LIABILITIES
EQUITY
Equity share capital	275.04	272.25
Other equity	15,153.48	11,827.01
Share application money pending allotment	0.35	0.34
TOTAL EQUITY	15,428.87	12,099.60
LIABILITIES
Non-current liabilities
Financial liabilities
Borrowings	1,747.64	449.78
Lease liabilities	408.07	246.51
Other financial liabilities	2,054.51	1,180.17
Deferred tax liabilities (net)	124.15	16.69
Provisions	5.20	4.69
Other non-current liabilities	3.67	4.03
Total non-current liabilities	4,343.24	1,901.87
Current liabilities
Financial liabilities
Borrowings	926.22	256.67
Lease liabilities	99.70	75.12
Trade payables
(a) Total outstanding dues of micro enterprises and small enterprises	25.87	19.56
(b) Total outstanding dues of creditors other than micro enterprise and small enterprises	1,292.75	970.75
Other financial liabilities	5,833.54	4,664.48
Other current liabilities	2,234.37	1,585.26
Provisions	350.93	219.03
Income tax liabilities (net)	68.47	88.42
Total current liabilities	10,831.85	7,879.29
TOTAL LIABILITIES	15,175.09	9,781.16
TOTAL EQUITY AND LIABILITIES	30,603.96	21,880.76

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: [email protected]

Consolidated Statement of Cash Flows

(Rs. in Millions)

Particulars	Year ended	Year ended
	March 31, 2026	March 31, 2025
	Audited
(Refer notes 5 and 7)	Audited
A. CASH FLOW FROM OPERATING ACTIVITIES:
Profit before exceptional items and tax	3,039.58	3,174.66
Adjustments to reconcile profit before tax to net cash flows
Depreciation and amortisation expenses	763.85	619.07
Advances from Customers written back	(0.15)	(0.32)
Finance costs	133.84	107.60
Interest income from deposits with Banks and Financial Institutions	(116.98)	(127.21)
Unwinding of interest income on security deposit given	(2.35)	(2.13)
Unwinding of deferred income on advances received	(1.68)	(1.31)
Loss / (Gain) on termination of leases and others (net)	0.01	(0.01)
Gain on sale/ disposal of Property, Plant and Equipment and Intangible assets (net)	(0.93)	(3.72)
Net gain on changes in fair value of investments through profit and loss	(204.74)	(284.23)
Fair value loss on contingent consideration	94.18	97.33
Fair value measurement loss of strategic investment	-	2.14
Allowance for expected credit losses on trade receivables (net of reversal)	2.80	30.65
Allowance for doubtful advances and other receivables (net of reversal)	0.03	0.02
Allowance for slow/ non-moving inventory (net of reversal)	(0.68)	(2.04)
Liabilities/ Provisions no longer required written back	(2.17)	-
Unrealised Foreign Exchange (Gain) / Loss (net)	1.27	28.14
Share based payment expense	262.79	236.63
Operating cash flows before working capital changes	3,968.67	3,875.27
Changes in assets and liabilities
(Decrease)/ Increase in Trade Payables	117.35	73.29
(Decrease)/ Increase in Other Non Current Financial Liabilities	2.83	3.43
(Decrease)/ Increase in Other Current Liabilities	199.72	51.72
(Decrease)/ Increase in Other Current Financial Liabilities	1,244.14	(141.41)
(Decrease)/ Increase in Provisions-Current	2.44	40.02
(Increase)/ Decrease in Trade Receivables	(762.50)	(314.79)
(Increase)/ Decrease in Inventories	1.05	2.03
(Increase)/ Decrease in Other Non Current assets	0.84	(0.41)
(Increase)/ Decrease in Other Current Assets	(28.98)	(130.80)
(Increase)/ Decrease in Other Current Financial Assets	(728.29)	(52.71)
(Increase)/ Decrease in Other Non Current Financial Assets	7.17	(5.68)
Net cash flows from operations before tax	4,024.44	3,399.96
Direct Tax- (paid including TDS)/ refund received (net)	(925.41)	(804.82)
Net Cash flows from Operating activities before Exceptional Items	3,099.03	2,595.14
Exceptional Expenses in relation to business combination and Strategic initiatives	(214.61)	(124.10)
Net Cash flows from operating activities (A)	2,884.42	2,471.04
B. CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of Property, Plant and Equipment (including internally generated Intangible Assets and capital advances)	(446.91)	(478.50)
Proceeds from sale of Property, Plant and Equipment	2.45	6.01
Placement of Fixed Deposits with Banks (net)	37.62	(253.11)
Placement of Deposits with Financial Institutions (net)	(30.30)	(7.17)
Proceeds from sale of mutual funds	4,144.22	4,456.44
Purchase of mutual funds	(4,975.20)	(4,518.45)
Payment towards Investments in Convertible Promissory Notes / Preferred shares	(2,994.26)	(90.05)
Payment towards acquisition of businesses (net of cash acquired)	120.43	(534.77)
Interest received from deposits with Banks and Financial Institutions	(4,141.95)	(1,292.20)
Net Cash used in Investing activities (B)
C. CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from issue of shares under Employee stock option scheme	142.11	74.83
Share application money received	0.35	0.34
Payment of principal portion of lease liabilities	(87.77)	(71.63)
Payment of interest on lease liabilities	(32.03)	(30.74)
Repayment of long term borrowings	(390.50)	(254.48)
Proceeds from short term borrowings	8.54	-
Proceeds from long term borrowings	2,162.67	-
Interest paid	(90.83)	(71.76)
Dividend paid to equity share holders of Parent Company	(410.05)	(372.37)
Net Cash flows from / (used in) Financing activities (C)	1,302.49	(725.81)
Net Increase in cash & cash equivalents (A) + (B) + (C)	44.96	453.03
Exchange difference on translation of foreign currency cash and cash equivalents	525.64	76.48
Cash and Cash equivalents as at the beginning of the year	3,372.55	2,843.04
Cash and cash equivalents as at the end of the year	3,943.15	3,372.55

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.nittmts.com
Corporate Identity Number : L72200HR2001PLC099478
Email : [email protected]

Notes to the Consolidated Financial Results :-

The above results were reviewed and recommended by Audit Committee and approved by the Board of Directors at its meeting held on May 12, 2026.
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”).
During the quarter, under the NLSL Employee Stock Option Plans (NLSL ESOP 2023-0 and ESOP 2024), 353,000 equity shares were issued, 25,000 options lapsed, and 10,275,592 options remained outstanding as on March 31, 2026.
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 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 108 – ‘Operating Segments’.
On July 9, 2025, NIIT (Ireland) Limited, a wholly owned overseas subsidiary of NIIT Learning Systems Limited, acquired a 100% equity stake in MST Investment Holding GmbH and its subsidiaries (“MST Group”). The acquisition was executed through a Share Sale and Purchase Agreement (“SSPA”) and other definitive agreements (“Transaction Documents”) for a total consideration of up to EUR 22.37 Million. This amount includes the purchase of 100% 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 year ended March 31, 2026, include the performance of the MST Group from July 10, 2025 to March 31, 2026. Consequently, the results for the current quarter/year are not comparable with the corresponding previous quarter/year. Acquisition-related expenses for the current quarter amounting to Rs. 20.08 Million (Previous quarter- Rs. 6.36 Million) (Year ended March 31, 2026 - Rs. 146.91 Million) have been disclosed as an exceptional items.
In November 2025, the Government of India notified provisions of the Code on Wages, 2019, the Industrial Relations Code, 2020, the Code on Social Security, 2020, and the Occupational Safety, Health and Working Conditions Code, 2020 (collectively referred to as the “Labour Codes”). 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 preceding quarter and year ended March 31, 2026.
On January 09, 2026 NIIT (USA), Inc, a wholly owned overseas subsidiary of the NIIT Learning Systems Limited acquired 100% equity stake in SweetRush Inc. along with its one subsidiary (“SweetRush Group”) and executed Stock Purchase Agreement and other definitive agreements. The aggregate purchase price is up to USD 26.80 Million including earnout amount payable over the next five years based on performance of the SweetRush Group. Payments are subject to customary adjustments as per terms of definitive agreements. The Group has recorded identifiable assets on provisional basis. The Consolidated Financial Results for the quarter and year ended March 31, 2026, include the performance of the SweetRush Group from January 10, 2026 to March 31, 2026. Consequently, the results for the current quarter/year are not comparable with the corresponding previous quarter/year. Acquisition-related expenses for the current quarter amounting to Rs. 56.54 Million (Previous quarter-Rs. 47.39 Million) (Year ended March 31, 2026 - Rs. 106.58 Million) have been disclosed as an exceptional items.
On November 4, 2022, NIIT USA signed a Membership Interest Purchase Agreement (MIPA) with St. Charles Consulting Group, LLC (St. Charles) to acquire 100% membership interest. The total purchase consideration, including working capital adjustments and earnout payouts, was estimated up to USD 66.49 Million based on projected performance. As per the definitive agreements an aggregate amount of USD 44.11 Million was paid till March 31, 2026. The Group reassessed the remaining obligation basis future plans and reversed in current quarter USD 4.99 Million (Rs. 454.53 Million) [Previous quarter - USD 3.34 Million (Rs. 298.04 Million)] [Year ended March 31, 2026- USD 8.33 Million (Rs. 752.57 Million)] as an exceptional item.
During the quarter and year ended March 31, 2026, the Group has taken a provision for impairment in carrying value of a minority strategic investment for Rs. 91.59 million (USD 1.0 Million), which has been classified as an exceptional item.
The figures of the last quarter are the balancing figures between audited figures in respect of the full financial year up to March 31, 2026 / March 31, 2025 and the unaudited published year-to-date figures up to December 31, 2025 / December 31, 2024, being the date of the end of the third quarter of the financial year which were subjected to limited review.
The Board of Directors of the Holding Company, subsequent to the year end, recommended a final dividend of Rs. 3.25 per equity share in the meeting held on May 12, 2026, subject to approval of the shareholders at the Annual General Meeting.

Place : Gurugram
Date : May 12, 2026

Vijay K Thadani
Vice-Chairman & Managing Director

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

To
The Board of Directors of
NIIT Learning Systems Limited

Report on the audit of the Consolidated Financial Results

Opinion

We have audited the accompanying statement of quarterly and year to date consolidated financial results of NIIT Learning Systems Limited (“Holding Company”) and its subsidiaries (the Holding Company and its subsidiaries together referred to as “the Group”) for the quarter ended March 31, 2026 and for the year ended March 31, 2026 (“Statement”), attached herewith, being submitted by the Holding Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“Listing Regulations”).

In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the reports of the other auditors on separate audited financial statements /financial information of the subsidiaries, the Statement:

i. includes the results of the entities listed in Annexure A;
ii. are presented in accordance with the requirements of the Listing Regulations in this regard; and
iii. gives a true and fair view in conformity with the applicable accounting standards, and other accounting principles generally accepted in India, of the consolidated net profit and other comprehensive income and other financial information of the Group for the quarter ended March 31, 2026 and for the year ended March 31, 2026.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs), as specified under Section 143(10) of the Companies Act, 2013, as amended (“the Act”). Our responsibilities under those Standards are further described in the “Auditor’s Responsibilities for the Audit of the Consolidated Financial Results” section of our report. We are independent of the Group, in accordance with the ‘Code of Ethics’ issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us and other auditors in terms of their reports referred to in “Other Matter” paragraph below, is sufficient and appropriate to provide a basis for our opinion.

S.R. Batliboi & Associates LLP, a Limited Liability Partnership with LLP Identity No. AAB-4295
Regd. Office : 22, Camac Street, Block 9F, 3rd Floor, Kolkata-700 016

S.R. BATLIBOI & ASSOCIATES LLP
Chartered Accountants

Management’s Responsibilities for the Consolidated Financial Results

The Statement has been prepared on the basis of the consolidated annual financial statements. The Holding Company’s Board of Directors are responsible for the preparation and presentation of the Statement that give a true and fair view of the net profit and other comprehensive income and other financial information of the Group in accordance with the applicable accounting standards prescribed under Section 133 of the Act 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 respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of their respective companies and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Statement that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the Statement by the Directors of the Holding Company, as aforesaid.

In preparing the Statement, the respective Board of Directors of the companies included in the Group are responsible for assessing the ability of their respective companies to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors of the companies included in the Group are also responsible for overseeing the financial reporting process of their respective companies.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Results

Our objectives are to obtain reasonable assurance about whether the Statement as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the Statement.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the Statement, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.

S.R. BATLIBOI & ASSOCIATES LLP

Chartered Accountants

Conclude on the appropriateness of the Board of Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the Statement or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the Statement, including the disclosures, and whether the Statement represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial results / financial information of the entities within the Group of which we are the independent auditors and whose financial information we have audited, to express an opinion on the Statement. We are responsible for the direction, supervision and performance of the audit of the financial information of such entities included in the Statement of which we are the independent auditors. For the other entities included in the Statement, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.

We communicate with those charged with governance of the Holding Company and such other entities included in the Statement of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

We also performed procedures in accordance with the Master Circular issued by the Securities Exchange Board of India under Regulation 33 (8) of the Listing Regulations, to the extent applicable.

Other Matter

The accompanying Statement includes the audited financial statements and other financial information, in respect of nine subsidiaries, whose financial statements include total assets of Rs. 12,474.38 Million as at March 31, 2026, total revenues of Rs. 1,664.83 Million and Rs. 5,884.92 Million, total net profit after tax of Rs. 72.34 Million and Rs. 986.03 Million, total comprehensive income of Rs. 74.51 Million and Rs. 985.93 Million, for the quarter and the year ended on that date respectively, and net cash inflows of Rs. 560.11 Million for the year ended March 31, 2026, as considered in the Statement which have been audited by their respective independent auditors.

The independent auditor's report on the financial statements /financial information of these entities have been furnished to us by the Management and our opinion on the Statement in so far as it relates to the amounts and disclosures included in respect of these subsidiaries is based solely on the reports of such auditors and the procedures performed by us as stated in paragraph above.

S.R. BATLIBOI & ASSOCIATES LLP

Chartered Accountants

One of the Step-down Subsidiary (including six further step-down subsidiaries) are located outside India whose financial statements and other financial information have been prepared in accordance with International Financial Reporting Standards ("IFRS"), issued by International Accounting Standard Board ("IASB"), and which have been audited by other auditor under International Standards on Auditing ("ISA"). The Holding Company's management has converted the financial statements of such step-down subsidiaries located outside India from IFRS to accounting principles generally accepted in India. We have audited these conversion adjustments made by the Holding Company's management. Our conclusion is so far as it relates to the balances and affairs of such 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 audited by us.

The accompanying Statement includes unaudited financial statements and other unaudited financial information in respect of four subsidiaries, whose financial statements and other financial information reflect total assets of Rs. 265.27 Million as at March 31, 2026, and total revenues of Rs. 20.35 Million and Rs. 98.30 Million, total net loss after tax of Rs. 3.06 Million and Rs. 16.71 Million, total comprehensive loss of Rs. 3.06 Million and Rs. 16.71 Million, for the quarter and the year ended on that date respectively and net cash inflows of Rs. 23.06 Million for the year ended March 31, 2026, whose financial statements and other financial information have not been audited by any auditors.

These unaudited financial statements/ financial information have been approved and furnished to us by the Management and our opinion on the Statement, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries is based solely on such unaudited financial statements/ financial information. In our opinion and according to the information and explanations given to us by the Management, these financial statements/ financial information are not material to the Group.

Our opinion on the Statement is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the financial information certified by the Management.

The Statement includes the results for the quarter ended March 31, 2025 being the balancing figures between the audited figures in respect of the full financial year ended March 31, 2025 and the published unaudited year-to-date figures up to the end of the third quarter of the current financial year, which were subjected to a limited review by us, as required under the Listing Regulations.

For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004

per Yogender Seth
Partner
Membership No.: 094524
UDIN: 26094524HNAUTM7320

Place: Gurugram
Date: May 12, 2026

S.R. BATLIBOI & ASSOCIATES LLP

Chartered Accountants

Annexure-A

List of entities included in the consolidated financial results for the quarter ended March 31, 2026 and year to date from April 01, 2025 to March 31, 2026.

NIIT Learning Systems Limited

Subsidiaries of NIIT Learning Systems Limited

NIIT USA Inc., USA
1.1 Stackroute Learning Inc., USA (subsidiary of entity at serial no. 1)
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. 1)
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 LTDA (subsidiary of entity at serial no. 1 - incorporated on March 23, 2023)
1.6 SweetRush Inc., USA (subsidiary of entity at serial no. 1 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)
NIIT Limited, UK
NIIT Malaysia Sdn. Bhd., Malaysia
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. (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. [subsidiary of entity at serial no. 4.2.(a) w.e.f. July 9, 2025]
iv. MST South Carolina Inc. (under strike off/dissolution) [subsidiary of entity at serial no. 4.2.(a) w.e.f. July 9, 2025]
v. MST Switzerland GmbH (liquidated and dissolved w.e.f. February 25, 2026) [subsidiary of entity at serial no. 4.2.(a) w.e.f. July 9, 2025]
NIIT West Africa Limited

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: [email protected]

Statement of Financial Results for the quarter and year ended March 31, 2026

(Rs. in Millions, except per share data)

Standalone Financial Results
	Particulars	3 months ended March 31, 2026	Preceding 3 months ended December 31, 2025	Corresponding 3 months ended March 31, 2025	Current year ended March 31, 2026	Previous year ended March 31, 2025
		Audited (Refer note 6)	Unaudited	Audited (Refer note 6)	Audited	Audited
	(1)	(2)	(3)	(4)	(5)	(6)
1	Income
	a) Revenue from operations	1,238.84	1,430.38	1,299.58	5,319.13	4,834.82
	b) Other income	177.19	195.14	208.46	1,216.83	1,122.88
	Total income	1,416.03	1,625.52	1,508.04	6,536.83	5,957.70
2	Expenses
	a) Purchase of stock-in-trade	3.98	13.09	4.20	45.14	12.81
	b) Changes in inventories of stock-in-trade	0.15	0.03	(0.05)	0.37	(0.01)
	c) Employee benefits expense	581.82	597.48	528.19	2,336.14	2,137.25
	d) Professional & technical outsourcing expenses	369.73	442.60	431.64	1,651.38	1,295.18
	e) Finance costs	6.80	7.04	7.01	27.72	33.12
	f) Depreciation and amortisation expenses	110.83	113.01	85.93	434.98	300.65
	g) Other expenses	161.31	153.10	158.70	657.14	630.86
	Total expenses	1,234.62	1,326.35	1,215.62	5,152.86	4,409.86
3	Profit before exceptional items and tax (1-2)	181.41	299.17	292.42	1,383.17	1,547.84
4	Exceptional items (net) (Refer note 5)	-	(135.28)	-	(135.28)	-
5	Profit before tax (3+4)	181.41	163.89	292.42	1,247.89	1,547.84
6	Tax expense
	-Current tax	36.04	75.42	15.86	239.40	213.82
	-Deferred tax charge / (credit)	9.04	(39.42)	50.32	(37.78)	46.72
	Total tax expense	45.08	36.00	66.18	201.62	260.54
7	Profit after tax (5-6)	136.33	127.89	226.24	1,046.27	1,287.30
8	Other comprehensive (loss) / income
	(i) Items that will not be reclassified subsequently to profit or loss
	a) Remasurement of defined benefit obligation	0.37	4.40	(7.91)	11.24	(9.85)
	b) Income tax effect	(0.09)	(1.11)	1.99	(2.83)	2.48
		0.28	3.29	(5.92)	8.41	(7.37)
	(ii) Items that will be reclassified subsequently to profit or loss
	a) Fair value changes on cash flow hedges	(49.04)	11.36	15.01	(82.66)	(4.68)
	b) Income tax effect	12.35	(2.86)	(3.78)	20.81	1.18
	(36.69)	8.50	11.23	(61.85)	(3.50)
	Total (i+ii)	(36.41)	11.79	5.31	(53.44)	(10.87)
9	Total comprehensive income (7+8)	99.92	139.68	231.55	992.83	1,276.43
10	Paid-up equity share capital
	(face value of Rs. 2 each, fully paid)	275.04	274.33	272.25	275.04	272.25
11	Reserves excluding revaluation reserves				7,718.21	6,737.77
12	Earnings Per Share attributable to shareholders (in Rs.):
	(Face value of Rs. 2/-) (Not annualised for the quarter)
	- Basic	0.99	0.93	1.66	7.64	9.48
	- Diluted	0.97	0.91	1.60	7.46	9.14

| 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 : [email protected]
(Rs. in Millions) | | |
| --- | --- | --- |
| Standalone Statement of Cash Flows | | |
| Particulars | Year ended | |
| | March 31, 2026 | March 31, 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
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 of reversal)
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
Loss / (Gain) on termination of leases 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 | 1,383.17
434.99
(0.15)
0.85
0.03
(0.68)
(96.81)
27.72
158.38
(60.51)
(2.35)
(1.68)
0.01
(412.50)
(1.18)
(194.38) | 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) |
| 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 Non-Current Assets
(Decrease) / Increase in Other Current Financial Liabilities
(Decrease) / Increase in Other Non-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) | (27.24)
1.05
(0.10)
149.42
0.71
(22.16)
(61.80)
3.27
(10.39)
2.83
11.01
1,281.51
(238.17)
1,043.34 | (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 |
| 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
Encashment / (Placement) of fixed deposits from / with Banks (net)
Placement of deposits with Financial Institutions (net)
Purchase of mutual funds
Proceeds from sale of mutual funds
Net cash used in investing activities (B) | (434.13)
2.45
63.67
412.50
50.34
(30.30)
(3,302.86)
2,535.32
(703.01) | (450.17)
6.01
45.04
370.96
(273.20)
(7.17)
(3,341.35)
3,083.29
(566.59) |
| 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 year | 142.11
0.35
(1.75)
(43.97)
(23.27)
(410.05)
(336.58)
3.75
4.39 | 74.83
0.34
-
(40.69)
(27.58)
(372.37)
(365.47)
(91.79)
96.18 |

NIIT Learning Systems Limited

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 May 12, 2026.
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”).
During the quarter, under the NLSL Employee Stock Option Plans (NLSL ESOP 2023-0 and ESOP 2024), 3,53,000 equity shares were issued, 25,000 options lapsed, and 10,275,592 options remained outstanding as on March 31, 2026.
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 of Ind AS 108 – ‘Operating Segments’.
In November 2025, the Government of India notified provisions of the Code on Wages, 2019, the Industrial Relations Code, 2020, the Code on Social Security, 2020, and the Occupational Safety, Health and Working Conditions Code, 2020 (collectively referred to as the “Labour Codes”). 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 preceding quarter and year ended March 31, 2026.
The figures of the last quarter are the balancing figures between audited figures in respect of the full financial year up to March 31, 2026 / March 31, 2025 and the unaudited published year-to-date figures up to December 31, 2025 / December 31, 2024, being the date of the end of the third quarter of the financial year which were subjected to limited review.
The Board of Directors of the Company, subsequent to the year end, recommended a final dividend of Rs. 3.25 per equity share in the meeting held on May 12, 2026, subject to approval of the shareholders at the Annual General Meeting.

Place: Gurugram
Date : May 12, 2026

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

To
The Board of Directors of
NIIT Learning Systems Limited

Report on the audit of the Standalone Financial Results

Opinion

We have audited the accompanying statement of quarterly and year to date standalone financial results of NIIT Learning Systems Limited (the “Company”) for the quarter ended March 31, 2026 and for the year ended March 31, 2026 (“Statement”), attached herewith, being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “Listing Regulations”).

In our opinion and to the best of our information and according to the explanations given to us, the Statement:

i. is presented in accordance with the requirements of the Listing Regulations in this regard; and
ii. gives a true and fair view in conformity with the applicable accounting standards and other accounting principles generally accepted in India, of the net profit and other comprehensive loss and other financial information of the Company for the quarter and for the year ended March 31, 2026.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Companies Act, 2013, as amended (“the Act”). Our responsibilities under those Standards are further described in the “Auditor’s Responsibilities for the Audit of the Standalone Financial Results” section of our report. We are independent of the Company in accordance with the ‘Code of Ethics’ issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our opinion.

Management’s Responsibilities for the Standalone Financial Results

The Statement has been prepared on the basis of the standalone annual financial statements. The Board of Directors of the Company are responsible for the preparation and presentation of the Statement that gives a true and fair view of the net profit and other comprehensive loss of the Company and other financial information in accordance with the applicable accounting standards prescribed under Section 133 of the Act read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness

S.R. BATLIBOI & Associates LLP, a Limited Liability Partnership with LLP identity No. 648-4295
Regd. Office : 22, Carnar Street, Block 'B', 3rd Floor, Kolkata-100 016
C

S.R. BATLIBOI & ASSOCIATES LLP

Chartered Accountants

of the accounting records, relevant to the preparation and presentation of the Statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Statement, the Board of Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Results

Our objectives are to obtain reasonable assurance about whether the Statement as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the Statement.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the Statement, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.
Conclude on the appropriateness of the Board of Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the Statement, including the disclosures, and whether the Statement represents the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

S.R. BATLIBOI & ASSOCIATES LLP

Chartered Accountants

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Other Matter

The Statement includes the results for the quarter ended March 31, 2026 being the balancing figure between the audited figures in respect of the full financial year ended March 31, 2026 and the published unaudited year-to-date figures up to the third quarter of the current financial year, which were subjected to a limited review by us, as required under the Listing Regulations.

For S.R. BATLIBOI & ASSOCIATES LLP

Chartered Accountants

ICAI Firm Registration Number: 101049W/E300004

per Yogender Seth

Partner

Membership No.: 094524

UDIN: 26094524DTPGXB9920

Place: Gurugram

Date: May 12, 2026

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NIIT Learning Systems Limited Audit Report / Information 2026

61078_rns_2026-05-12_41b701b1-b4df-4fcc-ae6d-9dbf6fa38d08.pdf

NIIT Learning Systems Limited

NIIT Learning Systems Limited

NIIT Learning Systems Limited

Consolidated Statement of Cash Flows

NIIT Learning Systems Limited

Notes to the Consolidated Financial Results :-

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

Report on the audit of the Consolidated Financial Results

Opinion

Basis for Opinion

Management’s Responsibilities for the Consolidated Financial Results

Auditor’s Responsibilities for the Audit of the Consolidated Financial Results

S.R. BATLIBOI & ASSOCIATES LLP

Chartered Accountants

Other Matter

S.R. BATLIBOI & ASSOCIATES LLP

Annexure-A

NIIT Learning Systems Limited

Subsidiaries of NIIT Learning Systems Limited

NIIT Learning Systems Limited

NIIT Learning Systems Limited

Notes to the Standalone Financial Results:-

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

Report on the audit of the Standalone Financial Results

Opinion

Basis for Opinion

Management’s Responsibilities for the Standalone Financial Results

S.R. BATLIBOI & ASSOCIATES LLP

Auditor’s Responsibilities for the Audit of the Standalone Financial Results

S.R. BATLIBOI & ASSOCIATES LLP

Other Matter

For S.R. BATLIBOI & ASSOCIATES LLP

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NIIT Learning Systems Limited — Audit Report / Information 2026

61078_rns_2026-05-12_41b701b1-b4df-4fcc-ae6d-9dbf6fa38d08.pdf

NIIT Learning Systems Limited

NIIT Learning Systems Limited

NIIT Learning Systems Limited

Consolidated Statement of Cash Flows

NIIT Learning Systems Limited

Notes to the Consolidated Financial Results :-

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

Report on the audit of the Consolidated Financial Results

Opinion

Basis for Opinion

Management’s Responsibilities for the Consolidated Financial Results

Auditor’s Responsibilities for the Audit of the Consolidated Financial Results

S.R. BATLIBOI & ASSOCIATES LLP

Chartered Accountants

Other Matter

S.R. BATLIBOI & ASSOCIATES LLP

Annexure-A

NIIT Learning Systems Limited

Subsidiaries of NIIT Learning Systems Limited

NIIT Learning Systems Limited

NIIT Learning Systems Limited

Notes to the Standalone Financial Results:-

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

Report on the audit of the Standalone Financial Results

Opinion

Basis for Opinion

Management’s Responsibilities for the Standalone Financial Results

S.R. BATLIBOI & ASSOCIATES LLP

Auditor’s Responsibilities for the Audit of the Standalone Financial Results

S.R. BATLIBOI & ASSOCIATES LLP

Other Matter

For S.R. BATLIBOI & ASSOCIATES LLP

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