NIIT Learning Systems Limited — Interim / Quarterly Report 2024

Dec 5, 2023

67, Institutional Area Sector 44, Gurugram - 122 003 Har yana, India

Chartered Accountants

Tel: +91 124 681 6000

S.R. BATLIBOI & ASSOCIATES LLP

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 amened

Review Report to

The Board of Directors

NUT Learning Systems Limited

• 1 . We have reviewed the accompat.ying Stater.e.t of Unaudited Consolidated Financial Results of NIT Learning Systems Limited (the "Hclding Company") and its subsidiaries (the Holding Company and its subsidiaries together referred to as the Group) for te quarter ended September 30, 2023 and year to date from April 0 1 , 2023 to September 30, 2023 (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, 20 15 , as amended (the "Listing Regulations")

• The Holding Company's Management is responsible for the preparation of the Statement in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, (Ind AS 34) "Interim Financial Reporting" prescribed under Section 133 of the Companies Act, 2013 as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. The Statement has been approved by the Holding Company's Board of Directors. Our responsibility is to express a conclusion on the Statement based on our review.

• We conducted our review of the Statement in accordance with the Standard on Review Engage.ents (SRE) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is fiee of material misstatement. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

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

1. The Statement includes the results of the entities listed in Annexure A.

2. 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 below, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in acccrdance 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.

3. The accompanying Statement includes the unaudited interim financial results in respect of 2 subsidiaries, whose unaudited interim financial results include total assets of Rs. 4,152.88 Million as at September 30, 2023, total revenues of Rs. 1,067.55 Million and Rs. 1,937.01 Million, total net profit after tax of Rs. 375.51 Million and Rs. 466.22 Million, total comprehensive income of Rs. 375.51 Million and Rs. 466.22 Mi on, for the quarter ended September 30, 2023 and the period ended on that date respectively, and net cash outflows of Rs. 108.90 Mi.Ilion for the period from April 01, 2023 to September 30, 2023, as considered in the Statement which have been reviewed by their respective independent auditors.

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S.R. BATLIBOI & ASSOCIATES LLP

Chartered Accountants

1. The independent auditor's reports en interim financial results of these entities have been furnished to us by the Management and our conclusion cn the Statement, in so far as it relates to the amourts and disclosures in respect of these subsidiaries is based solely on the reprt of such auditors and procedures perfemed by us as 3 .

stated in paragraph above

1. The accompanying Statement includes vnati« d inter,m financial results_and other zrauditcd financial information in respect ef 4 subsidiar;cs, who: imtctin ,rancal results and other financial information reflect total assets of Rs 175.32 Million as at Sptc.be2r 30. 2023 and total revenues of Rs 14.00 Mil'ion and Rs 19.46 Million, total net (loss) /poft fer ax o° Rs.'2.15) Miilion and Rs. 1.65 Millin, total comprehensive (loss)/profit of Rs. (2.15) Million ar1 Rs. 1.65 Milin, for the quarter ended Septerber 30, 2023 and the period ended on that date respectively and nct cash outflows of Rs. 16.13 Million for the period fro April 0 1 , 2023 to September 30, 2023.

The unaudited interim financial results and other unaudited financial information of the these subsidiaries have not been reviewed by any auditer a.i lave beer; approved and furnished to us by the Management and our conclusion on the Statement, in so far as it based soleiy on relates to the affairs of these subsidiaries is such unaudited interim financial results and other unaudited financiai information. According to the information and explanations given to us by the Mat.zgement, these interim financial results are not material to the. Group.

Our conclusion on the Statemeat in respect cfatzrs ztated in para 6 and 7 above is rot modified with respect to our reliance on the work done and the reports cf tlie other auditors and the financial resuits certified by the Management.

er: 101049W/E300004

r Sanjay Bachchani Partner Membership No.: 400419 UDIN: 234004 l 9BGTGTW7584

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Place: Gurugram Date: October 30, 2023

1I

S.R. BATLIBOI & ASSOCIATES LLP

Chartered Accountants

Annexure-A

List of entities included in unaudited consolidated financial results for the quarter and year-to-date September 30, 2023

NUT Learning Systems Limited

Subsidiaries of NIIT Learning Systems Limited

• 1 . Nl!T USA Inc, USA

• 1 . 1 . Stackroute Learning lnc, USA (subsidiary of entity at serial no. D)

• 1.2. St. Charles Consulting Grcup, LLC (subsidiary of entity at serial no. I w.e.f. November 04, 2022

• 1 Eagle Training Spain, S.L.U (became subsidiary of entity at Serial no. I )

• 1.4 . NIIT Mexico, S. DE R.L. DE C.V. (subsidiary of entity at serial no. I - incorporated on February 23,2023)

• 1 . 5. NIIT Brazil LTDA (subsidiary of entity at serial no. I - incorporated on March 23, 2023)

• NIIT Limited, UK

• NIIT Malaysia Sdn. Bhd, Malaysia

• NIIT (Ireland) Limited

• 4 . 1 . NIIT Leaming Solutions (Canada) Limited (subsidiary of entity at serial no. 4)

• 1. NIIT West Africa Limited

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NIT Learning Systems Limited

(Formerly Known as Mindchampion 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 : info@niitmts com Statement of Unaudited Financial Results for the quarter and half year ended September 30, 2023

(Rs. in Millions, except per share data)

Consolidated Financial Results

Particulars		3months ended Septembr 30,2023	3months ended Septembr 30,2023	Preceding 3 monthsended June30, 2023	Preceding 3 monthsended June30, 2023	Corresponding 3 monthsended September30, 2022	Corresponding 3 monthsended September30, 2022	Yer todate fgures for the current period ended Septembr 30, 2023	Yer todate fgures for the current period ended Septembr 30, 2023	Yearto date fgures fr the preious period ended September 30, 2022	Yearto date fgures fr the preious period ended September 30, 2022	Yearto date fgures fr the preious period ended September 30, 2022	Previousyear ended March 31,2023	Previousyear ended March 31,2023
		Unaudited		Unaudited (Refer note 6)		Unaudited (Refer notes6and 8)		Unaudited (Refernote 6)		Unaudited (Refer notes 6and 8)			Audited (Refernote 6)
	(	(2		(3		(4)		(5		(6			(7)
I Income
a)Revenuefomoperations b) Otherincome			3,819.27 709	3,823.44 73.77			3,03.25 50.41		7,62.71 14786		6,12807 8 1 3 5			13,61787 1508I
Total income			3893.36	3	897.21		3053.66		7 790.57		6209.42			13,768.68
2Expenses
a)Purchase ofstock-in-trade			0 08		161		0.10		169			0 55		2 5 3
b) Changesin inventories of stock-in-trade			0.04		0 12		0.21		01 6			2 71		4 16
c) Empoyeebeneftexpenses			1,84059	1,881.96			1,67.0		3,72255		3,301.61			6,94203
d)Professional&technicaloutsorcing expenses			731.48		737.97		488.80		1,469.45			975.74		2,468.95
e) Finance costs			86.6		82.77		19		169.41			293		128.97
fDepreciationand amorisation	expenses		169.70		15268		10791		322 38			207 63		471 33
[g)Otherexpenses			348.06		348 40		314.51		696.46			598.67		1,79.92
Totalexpenses			3176.59	3205.51			2579.96		6382.10		5089.84			11297.89
3Proftbefre Exceptional items and tax(1-2)			716.77		691.70		473.70		1408.47		1	119.58		2470.79
4Exceptonal items (net) (efr note 4)			(415		(8.65		(45.84		(5180		(48.91			(185.92
5Proftbefore tax (3+4)			673.62		683.05		427.86		1,56.67		1070.67			2284.87
6Tax expense
-Current tax			186.44		10.71		48.55		296.15			143.83		400.71
-Defered txcharge/(credit)			18.37		2162		9.04		39.9			4.20		(38 01)
Total tax expense			204.81		11		57.59		336.14			148.03		362.70
7Proft after tax Proft attributableto (56)			468.81		551.72		370.27		1,020.53			922.64		1,922.17
OwersoftheParent Companv			468.81		551.72		370.27		1020.53			92.6		I922.17
8Other comprehensive (loss)/ income (netof tax)
(i)Itemsthatwlnotberecassifed toprft orloss			(741)		4103		(14.36)		3362			40.01		149 70
(ii)Itemstat wllbe recassifedto proftorloss			(3.7)		13.08		(14.34)		936		(30 05)			(1853)
Total(i+ii)			(13		54.11		(2870		42.98			9.96		131.17
9Total comprehensiveincome attributable to (7+8):			457.68		605.83		341.57		1,063.51			932.60		2.053.34
OwersoftheParentComnanv			457.68		605.83		34157		I063SI			932 60		205334
10]Paid-upequity sharecpital (Face vaueof Rs.2each,flly	paid)		269.24		269.24		26890		26924			26890		26914
IReseres excluding revaluation	reserves													7433.74
2\Earnings PerShare (inR.):
(Facevalue ofRs.2-)(ot annualised)
-Basic			348		410		276		758			6.88		14 31
-Dluted			3.34		395		2.69		7.29			6.69		13.97

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NUT Learning Systems Limited

(Formerly Known as Mindchampion Learning Systems Limited) Regd Office : Plot No. 85, Sector - 32, Institutional Area, Guru gram - 122001 (Haryana) India Tel : +91 (124) 4293000 Fax: +91 (124) 4293333 Website: http://www.niitmts.com Corporate Identity Number : L 7 00HR200 I PLC0994 78 Email : info@niitmts.com

(Rs. in Millions]

Consolidated Statement of Assets and Liabilities

	As at
Particulars	September 30,2023	March 31, 2023
	Unaudited	Audited (Refer note 6)
ASSETS
Non-current assets
Prpert,plant and equipment	343.87	349.68
Goodwill Other intangible asset Right-ofuse assets	4,393.88 1,018.82 274.64	4,342.26 1,161.74 120.33
Intangible asset under development	213.05	1 1 8.1 0
Financial assets
Investments	265.30	-
Otherfnancialassets	98.68	27.01
Deferedtaxassets(net)	167.09	1911
Incometaassets(net)	66.35	124.23
Othernon-current assets	119	965
Total non-currentassets	6,853.07	6,444.71
Currentassets
Inventories	L.1 0	126
Financialasset
Investments	3,263.65	2,82613
Trde receivabls	1,941.25	2,155.36
Cashandcash equivalents	1,78538	2,55970
Bank balances otherthan above	228.60	225.91
Otherfnancialassets	4,605.83	2,653.37
Othercurrent assets	29801	20229
Total current assets	12,123.82	10,624.02
TOT AL ASSETS	18,976.89	17,068.73
EQUTY AN LABIITES
EQUTY
Equitsharecapital	26924	269.14
Otherequity
Reserves and surplus	8,12173	6,997.40
Other reseres	452.84	436.34
Share applicationmoneypendingalotment	3.74	-
TOTAL EQUTY	8,847.55	7702.88
LIBILTIS
Non-current liabilities
Financial labilties
Borrwings	804.34	916.34
Leaselabilities	190.1	9953
Other fnancial liabilities	2,158.79	2,040.36
Deferred taxliabilities(net)	38.0	1403
Total non-current liabities	3,191.84	3,070.26
Current labities
Financallabities
Borrwings Leaseliabilities Trdepayables Other fnancial labilities	24556 85.23 939.57 4,216.06	242.26 30.77t 1,006.8 3,340.34
Othercurrent liabilities	1,15707	1,334.28
Prvisions	26203	265.21
Incometaxliabilities(net)	31.98	7625
Total current labities	6,937.50	6,295.59
TOTALLIBILTES	10,12934	9,365.85
TOTAL EQUTYANDLIBLTES	18,976.89	17,068.73

NUT Learning Systems Limited

(Formerly Known as Mindchampion 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 info@niitmts.com

Consolidated Statement of Cash Flows

					(Rs.in Millions	(Rs.in Millions
Partculars			Perod Setember 30. 2023	ended September 302022	Year ended March 31, 2023
			Unaudied	Unaudited	Audited
			Refernote 6	Refer notes 6 and 8	Refernote 6
A. CASH FLOW FROM OPERATING ACTIVITIES:
Proftbefre exceptionalitemsandtax Adjustmentsto reconcie proft befre taxto net cash fows			1,408.47	1,11958	2,470.79
Depreciationadamorisation expense Financecosts			322.38 50.03	207.63 2.81		47133 35.78
Interestincome			(40.90)	(50.49)		(83.73)
Loss/(Gain) on terination of leases (net)			0.01	(0.02)		(0.14)
Unwindingofdiscounton deferedpaymentliabilities			2.15	0.12		10
Prft on sale/disposalofProper,PlantandEquipmentandItagible assets(net)			(0.63)	(l74)		(274)
Netgainonchanges infir valueof investments thrugh	prft and loss		(94.30)	(15.11)		(5402)
Lossonfirvalueofcontingentconsideration			117.23			92.09
Alowance/WriteofofDoubtfl Debts(netof reversal)			6595	(3.75)		(4.63)
Alowancefr DoubtflAdvances (netofreversal)			(0.62)			0.69
Alowancefrslow/non-movinginventor/(witenback) -(net)			(16)	(0.82)		(0.75)
LiabiltesProvisionsnolonger required wten back				(0.55)		(0.55)
UnrealisedFreignExchangeGain(net)			(10.62)	(15.46)		25.35
ShareBased Payments			92.77	108.60		225.60
Operatingcash fows befre workngcapitalchanges			1,910.76	1,35080	3,176.17
Working CapitalAdjustments
(Decrease)/IncreaseinTradePayables			(60.00)	(6.28)		(36.36)
(Decrease)/Increase in OtherNonCurentFinancialLiabilties			(180)			(22 88)
(Decrease)/ Increase inOter Curent Liabilities			(179.64)	(26552)		(106.39)
(Decrease)/Increasein OterCurent FinancialLiabilities			875.62	(81.03)		892.26
(Decrease)/IncreaseinShor-TerPrvsions			32.20	310		4147
(Increase)/DecreaseinTradeReceivables			153.13	42.88		(417.55)
(Increase)/Decreasein Iventories			12	3.53		4.91
(Icrease)/Decreasein OterNonCurrentAssets			0.71	(0.07)		(0.38)
(Icrease)/Decrease in Oter Current Assets			(95.7)	(4272)		(46.32)
(Increase)/Decreasein OterCurentFinacialAssets			(1,51369)	(2017)	(1,24262)
(Icrease)/DecreaseinOter NonCurrentFinancial Assets			(29.71	0.23		109
Net cash flows generated from operationsbefore tax			1,093.18	830.74	2,241.22
DirectTax-(paidincudingTDS)/ refund received(net)			(282.44)	(456.85)		(62456)
Net Cash fowsgeneratedfomoperatng activities	(A)		810.74	373.89	1,616.66
B. CASH FLOW FROM INVESTNG ACTIVITIES:
PurchaseofPrpery,PlantandEuipment(incudingCapital work-in-prgress,interaly
developedintangiblesadcapital advances)			(226.41)	(156.09)		(406.58)
Prceedsfomsaleofprper, platandequipment			3.61	4.15		7.07
(Pacement)/Encashment ofFixedDepositsfomBaks (net)			(47.20)	1,07154	1,307.21
(Placement)/Encashmentof Depositswith/fomoter	FinaciaIstttons(net)		449.00	(99.00)		15100
Prceedsfomsale ofmutal fnds			644.05	24.50		12246
Purchase of mutalfunds			(1,436.27)	(993.44)	(2,05138)
Paymenttowardsacquisition ofShaesin E!TlnnoEnerg			(265.30)
Paymenttowardsacquisition of businesses				(17.08)	(1,803 84)
Expensesinrelation to acquisitionofbusiness				(0.89)		(94.56)
Expenses inrelation toschemeofarrngement			(7306)	(3.58)		(9.08)
Interest received			38.29	92.76		123.92
NetCash fowsusedin Investing actvties (B)			1,339.29)	(7.13)	(2,653.78)
CCASH FLOW FROM FINACIG ACTVITES:
Shareapplication moneyreceived Paymentofleaseliabilities			3.74 (4146)	(2047)		(38.87)
(Repayment)/Proceedsof longter,borowngs(net)			(110.7)	(68.98)	1,089.62
Interestpaid			412	0.98		31.20
Net Cash fows (used in)/ generated fomFinancng actvitie		(C	(189.7	(90.43	1,019.55
Net Increase in cash&cash equivalents (A) +(B)+(C			(718.32)	206.33		(7.57)
Adjustmenton accountof ForeignExchangeFluctuations			(56.00)	(58.66)		4609
CashandCash equivalentsasat thebeginning ofthe	year		2,559.70	2,5318	2,53118
Cashandcashequivalents as atthe end ofthe perod/year			1,785.38	2,678.85	2,559.70
Cashandcash equivalents comprse of:
Cashand cashequivalents Total					70 2,559.70
					urugram

• 6/

NUT Learning Systems Limited

(Formerly Known as Mindchampion 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 : info@niitmts.com

Notes to the Consolidated Financial Results :­

• I The above results were reviewed and recommended by Audit Committee and approved by the Board of Directors at its meeting held on October 30, 2023

• 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)

Pursuant to the Scheme of Arrangement 9,110,107 options are outstanding under the Employee Stock Opton Plan as on September 30, 2023 Exceptional items in Consolidated Financial Results, include the following

							(Rin Millions)
Particulars	3months ended September 30,2023	Prceding 3monthsended June30, 202J		Corsponding months ended September 30, 2022	Year to date fgursfr te curnt perod ended Septembr 30, 2023	Year to date fgurs fr the prvious perod ended September 30, 2022	Prvousyear ended March 31,202J
	Unaudited	Unaudited (Refr note	6)	Unaudited (Refernotes 6 and 8)	Unaudited (Refernote 6)	Unaudited (Refer notes6 and 8)	Audited (Refrnote 6)
Expenses ;
Legal,Professional andothercosts towards Acquisiton,Investet and StrategicInitiatives				(44.44)		(45.33)	(153.94)
Expeses mncuredtowards Schemeof Aragement (Refr note 6)	(415)		(8.65)	(1 40)	(51.80)	(3 58)	(3198)
Total	43.15)		(8.65	(45.8	(51.80	(48.91	(185.92

• The Group provides Education & Training Services as a single segment Its operations and performance are viewed and evaluated by management as a single unit i e Leaming Business Therefore. the business of the Group is considered as Single Segment in the context of Ind AS 108 - 'Operating Segments'

• The National Company Law Tribunal (NCLT), Chandigarh Bench vide Order dated May I9, 2023 sanctioned the Composite Scheme of A angement (Approved by the board of drectors of the Company on Januan 28, 2022). The Scheme became effective on May 24, 2023 upon filing of the certified copies of the NCLT order, sanctioning the Scheme with the respective jurisdictional Registrar of Compares Pursuant to the Scheme becoming effective, the CLG Business Undertaking is demerged from NIIT Limited (NIIT") and transferred to and vested in NIIT Learning Systems Limited (NLSL") with effect from April 1, 2022 i e the Appointed Date

• NITT has transferred specific income, expenses, a ets, liabilities and reserves of CLG Busine Undertaking w.e.f Appointed Date till Effective Date based on the a ocation as prescribed in the Scheme and with respect to common items, the a ocations are approved by the Board.

• Pursuant to the Scheme, NLSL has issued and a otted equity shares to the shareholders of NTIT whose name appeared in the register of members of NIIT as on the record date i.e. June 8, 2023, one equity share of Rs. 2/- each in NLSL as fully paid up for every equity share of Rs. 2/- each held by them in NIIT. Equity shares of NLSL are listed at BSE Limited and National Stock Exchange of India Limited w.ef August 8, 2023 under the trading symbol "NIITMTS" Accordingly, CIN number of the Company has been changed

• During the quarter, NTIT (Ireland) Limited, a who y owned subsidiary of NLSL has made a strategic investment of long term nature for Euro 3 Million in Preferred Shares of KIC InnoEnergy, SE ('EIT InnoEnergv") on July 26, 2023

• During the previous year, NIIT (USA), Inc, a who y owned subsidiary of NLSL had acquired 100% membership interest in St Charles Consulting Group LLC ("SL Charles") on November 04, 2022 and executed Membership Interest Purchase Agreement ("MIP A") and other definitive agreements ("Transaction Documents") Accordingly, the results of the current quarter/ period ended September 30. 2023 are not comparable with the corresponding quarter/ period ended September 30, 2022

The Board of Directors in their meeting held on October 30, 2023, declared an interim dividend of Rs.2.50 per equity share

• lo Previous period/ year figures have been regrouped/ reclassified, to conform to current quarter's cla ification, wherever required

Place; Gurugram Date : October 30, 2023

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Vice-Chairman & Managing Director
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67, Institutional Area Sector 44, Gurugram - 122 003 Har yana, India

Chartered Accountants

Tel: +91 124 681 6000

S.R. BATLIBOI & ASSOCIATES LLP

Independent Auditors Review Repat on the Qr?ricJv znd Year to Date Unaudited Star.dalone Financial Results of the Company Pursuant to the Regulhtion .5 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended

Review Report to The Board of Directors

NIT Learning Systems Limited

• I . We have reviewed the accompanying statemert of unaudited standalone financial results of NIT Learning Systems Limited (the "Compeny") for the quarter ended Septet.ber 30, 2023 and year to date from April 01, 2023 to September 30, 2023 (the "Statement") attached herewith, being submitted by the Company pursuant to the require:aents of Regulation 33 of the SBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "Listing Regulations")

• The Company's Management is responsible for t' 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 us amended, read with relevant rules issued thereunder and cher accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. The Statement has been pproved by the Company's Board of Directors. Our responsibility is to express a conclusicn 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 Chartercd Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurarce as to whether the Statement is free of material misstatement. A review of interim financia! irformation consists of making inquiries, primarily of persons responsible for financial and accoantiag matters, and epplying 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 andit. Accordingly, we do not express an audit opinion.

• 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 1 3 3 of the Companies Act, 2013 as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India, has not discloced 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 & OCIATES LLP .R. BATLIBOI A Chartered A ·ountants

IC - umber: 101049W/E300004 # r +f ay Bachchani Partner . Membership No.: 400419 UDIN: 23400419BGTGTX2507

Place: Gurugram Date: October 30, 2023

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NTIT Learning Systems Limited

(Formerly Known as Mindchampion Learning Systems Limited)

Regd Office : Plot No. 85, Sector - 32, Institutional Area, Gurugram - 122001 (Haryana) India Tel: +91 (124) 42930 Fax : +91 (124) 4293333 Website http://www.niitmts.com Corporate Identity Number : L7 00HR200 I PLC099478 Email : investors@niitmts com

Statement of Unaudited Financial Results for the quarter and half year ended September 30, 2023

(Rs . n M I nons, except per share ata

Standalone Financial Results

	Particulars	months ended September30,2023	months ended September30,2023	Preceding months ended June 30,2023	Preceding months ended June 30,2023	Preceding months ended June 30,2023	CorrespondingJ monthsended September30, 2022	CorrespondingJ monthsended September30, 2022	CorrespondingJ monthsended September30, 2022	Yertodatefgure for the current period endedSeptember 30, 2023	Yertodatefgure for the current period endedSeptember 30, 2023	Yer todate fgures forthe preious periodended September 30,2022	Yer todate fgures forthe preious periodended September 30,2022	Previous year ended March 31,2023	Previous year ended March 31,2023
		Unaudited		Unaudited			Unaudited			Unaudited		Unaudited		Audited
				(Refer note		6)	(Refer note 6)			(Refer note 6)		(Refer note	6)	(Refer note 6)
	(	(2		(3			(4)			(5		(6)		{7)
	I Income
	a)Revenuefom operations		95350			959.37			928.20		1,912.87	1,892.84		4,037.75
	b) Other income		131.94			169.13			146.36		301.07		275.85		57448
	Total income		1085.44		1	128.50		1074.56			2213.94	2	168.69	4,612.23
	2Expense
	a) Purchase of stoc-in-tade		0.08			161			0.03		169		0.51		2.49
	b) Changes ininventories ofstock-in-trade		0.04			0.12			0.21		0.16		21		4.16
	c) Employee benefts expenes		5088			51832			51336		1,019.20	1,015.77		2029.36
	d)Profssional&techmicaloutsoucingexpense		219.17			23125			234.50		450.42		429.52		953.57
	e)FinanceCosts		452			198			0.19		650		038		069
	f)Depreciationand amorisation expenses		51.63			37 69			22.2		89 32		45.92		9248
	)Oterexpenses		119.42			137.55			I16.0		25697		23877		5 1 1 40
	Totalexpense		895.74			928.52			886.71		1,824.26	1,733.58		3,594.15
3	Proft beforeExceptional items and Tax (1-2)		189.70			199.98			187.85		389.68		435.1	1,018.08
	4Exceptionalitems (net) (Refer note 4)		(5.02			(8.65)			(4.35)		(13.67		(7421		(35 81
	5Proft befre tax(3+4)		184.68			191.33			183.50		376.01		427,69		98227
	6Tax epense
	-Currenttax		410			43 52			0 08		84.56		015		6044
	-Deferedta charge/(credit)		4.84			057			0.34		5.41		(297)		(7080)
	Total tax expense		45.88			44.09			0.42		89.97		(2.821		(10.36
	7Proft aftertax(56)		138.80			147.24			183.08		286.04		430.51		992.63
	8Other comprehensive income (netof tax)
	(i)Itemsthat wll notbe reca ifed to proftorloss		23.31			316			20 52		26 47		26 14		26 12
	(ii)Itemsthatwlbe recasifed toproft or loss		(3.72)			13.08			(14 34)		9.36		(30 05)		(18 53)
	Total (i+ii)		19.59			16.24			6.18		35.83		(3.91)		7.59
	9 Total comprehensive income (7+8)		158.39			163.48			189.26		321.87		426.60	1,000.22
10Paid-up equity share capital (fce valueofR.2each flly pad)			269.24			269.24			268.9		269.24		268.90		269.14
11Reseresexcludingrevaluation reseres														4,647.91
12EarningsPerShare (in Rs.):
	(acevalue ofR.2/) (Notannualised)
	-Basic		103			109			16		2.12		3.21		7.39
	-Diluted		0.99			1.05			133		2.04		3.12		722

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NUT Learning Systems Limited

(Formerly Known as Mindchampion Learning Systems Limited)

Regd Office: Plot No. 85, Sector- 32, Institutional Area, Gurugram - 122001 (Haryana) India Tel : +91 (124) 4293000 F ax : +91 (124) 4293333 Website: http://w .niitmts.com Corporate Identity Number: L7 00HR2001PLC099478 Email : investors@niitmts.com

Rs. in Millions)

Standalone Statement of Assets and Liabilities

	As At
Particulars	Setember 30,2023 Unaudied	March 31,2023 Audited (Refer note 6)
ASSETS
Non-current assets
Prpert, plant and equipment	265.43		268.6
Otherintangible assets	120.10		73.
Right-of-use assets	1710		3.56
Intangible assets under development	208.26		1 1 8.1 0
Financalassets
Investment Other fnancial a ets	978.77 96.27		940.64 2153
Defrred tax assets(net) Income tax assets (net)	165.60 9.9		179.91 2170
Other non-current asset Total non-current assets	11.39 2,026.61		9.65 1.36.88
Current Assets
Inventories	10		1.26
Financalassets Investment Trde receivables Cah and cash equivalnts Other fnancial a et Other current asset Total currentassets	4,422.47 2,546.36 827.17 39.55 853.43 154.86		4385.87 2,826.13 1,048.27 184 398.27 1 1 0.1 0
TOT ALASSETS	6,449.08		6,022.75
EQUTY AND LIBIIIS
EQUTY Equity share capital	269.24		269.14
Other equit Reserves andsuplus Other reserves	5,039.13 (0.88)		4,658.15 (1024)
Share applicationmoney pending alotment TOTAL EQUIY	5,311.23 3.74		4,917.05
LIABILITIES
Non-current labiiies
Financial liabities Leae Liabilities Otherfnancial liabilties Othernon-curent liabilities Total non-current labities	I06.6 14.6 3.29 124.01		154 2.51 0.86 4.91
Current labities
Financial labities Lease Liabilties	55.66		2.1
Trdepayables (a) Total outtanding duesofmicrenterrisesandsmal enterprises (b)Total outstanding dues of Creditors othertanMicrenterprises andsmal enterprises Other fnancial liabilities Other cu entliabilities Prvisions Income taxliabilities (net) Totalcurrent labiities TOTAL LABLITES TOTALEQUTY AND LABILTIES	0.7 444.86 226.38 58.12 201.08 27.27 1,013.84 I17.85 6,449.08		26.15 469.28 2754 120.36 205.05 1,100.79 1,105.70 6,02.75

NIIT Learning Systems Limited

(Formerly Known as Mindchampion 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 7 00HR2001PLC099478 Email : investors@niitmts.com

(Rs. in Millions)

Standalone Statement of Cash Flows

		Period	ended		Year ended
	Particulars	September 30, 2023	September 30, 2022		March31,2023
		Unaudited	Unaudited (efer note 6)		Audied (Refernote 6)
A.	CASH FLOW FROMOPER TNGACTIIIES:
	Proft befre exceptional items and Tax	389.68		43511	1,018.08
	Adjustments to reconcile proftbefre tax tonet cash fows
	Depreciation and amortisation expenses	8932		45.92	9248
	Advancesfom customerswritten back	(242)		(0.86)	(159)
	Alowance fr doubtfldebts (net ofreversal)	0.61		(3.75)	(4.63)
	Alowace fr DoubtfulAdvances and other receivables (net of reversal)	(062)		-	0.70
	Alowace fr Slow/Non-movingInventor(net)	(116)		(0.82)	(0.75)
	Unealised ForeignExchange(Gain)/Loss(net)	(8.00)		(9.97)	(14.29)
	Finance Cost	6.50		0.38	0.69
	Share baedpayment	5187		54.63	118.96
	Interest Income	(20.65)		(47.56)	(720)
	LossI(Gain)on termination of leases(net	0.01		(0.02)	(0.04)
	Gainon sale/disposal ofPrpert,Plant and Equipment ad Intngible a et(net)	(0.63)		(184)	(4.54)
	Netgain on changes in fir value of investents thrugh prft ad loss	(8331)		(15.1)	(54.01)
	Operating cash fows befre changes inworkingcapital	421.20		456.1	1,07.86
	Workng CapitalAdjustments
	(Increase)/Decreae in Trde Receivables	230.82		(312.35)	(32142)
	(Icrease)/Decreae in Inventories	132		3.53	4.91
	(Icrease)/DecreaeinNon-Curen Financial Assets	(3278)		(014)	0.04
	(Increase)/Decreae in Curent FinancialAsset	(444.36)		(153.32)	(10727)
	(ncreae)/DecreaeinOther Non-Current Asset	0.09		(007)	031
	(Increase)/Decreae in Other Current Assets	(44 14)		256	(218)
	Increase/(ecreae) in Trde Payables	(51.17)		43.68	32.02
	Increase/(ecreae) in Shor Term Prvisions	3141		30.94	42.86
	IncreaseI(ecreae) in Other Curent Liabilties	(59.82)		(16.64)	27.27
	Increase/(ecreae) in Oter Non-Current FinancialLiabilties	8.86		197	3.38
	IncreaseI(ecreae) in Other Non Curent Liabilites	-		(0.01)	(0.01)
	Increase/(ecrae) in Other Curent Financia Liabilities	(1931)		22.56	(14.7)
	Net Cash fows generted fom operationsbefre tax	42.12		98.82	739.05
	Direct Ta-(paid including TDS)/refnd received (net)	(45.09)		(57.25)	(88.68)
	Net Cash fows (used in)/ generatedfomoperating activities (A)	(2.97		4157	650.37
B	CASH FLOWFROM IVESTIG ACTVITIES:
	Purchase of Prpert,Plant andEquipment(incuding CapitlWork-in-prgress, interalydevelopedintangiblesandCapital Advances)	(207.0)		(147.08)	(394 30)
	Prceedsfomsale of Prpert,Plant andEquipment	351		4.28	7.07
	Interest received	29.93		9153	18.55
	(lacement)/Encahment ofFixed DepositsfomBanks(net)	(54.00)	1,08663		1.414.63
	Encahment ofDeposits wit/fom otherFinancial Instittions (net)	449.00		(99 00)	15100
	Purchase ofMutualFunds	(79.97)		(993 45)	(2,051 39)
	SaleofMutualFunds	644.05		24.50	122.6
	Stampduton trnsfer of ownership of Subsidiarunderscheme ofarangement	(3813)		-
	Acquisition relatedexpenses			(089)	(384)
	Expenses in relation to Scheme ofarrngement	(34.93)		(3.58)	(9.08)
	Netcash fows generated fom/(used in) investng activities (B)	62.06		(37.06)	(644.90)
C	CASH FLOW FROM FIANCIG ACTIIIS:
	Shae ApplicationMoney Received	3.74		-
	Payment of Lease Liabilities	(25.12)		(2.68)	(4.94)
	InterestPaid	-		(0.01)	(0.01)
	NetCashfowsusedin fnancing activitie(C)	(21.38)		(2.69)	(4.95)
	NetIcreasein cashandcash equivalents(A)+(B)+(C	371		182	0.52
	Cash andcash equivalents at thebeginningoftheyear	184		12	132
	Cashandcashequivalentsasatthe endoftheperiod/ year	39.55		3.14	1.84
	Cashandcashequivalents comprise of:
	Cash andcash equivalents	39.55		314	184
	Total	39.55		314	1.84

NIIT Learning Systems Limited (Formerly Known as Mindchampion Leaming Systems Limited)

Regd Otlice : 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 7 00HR200 I PLC0994 78

Email: investors@niitmts.com

Notes to the Standalone 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 October 30, 2023

• 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).

• 3 Pursuant to the Scheme of Arrangement 9,110,107 options are outstanding under the Employee Stock Option Plan as on September 30, 2023

• 4 Exceptional items in Standalone Financial Results include the following

						(RinMillions)
Particulars	3months ended September 30,2023	Preceding3months ended June 30,2023	Corresponding 3 months ended September 30,2022	Year to date fgures for the current period endedSeptember 30, 2023	Yearto date fgures for the previous period ended September30, 2022	Previous year ended Mreh 31,2023
	Unaudited	Unaudited	Unaudited	Unaudited	Unaudited	Audited
		(efer note 6)	(Refer note 6)	(efer note 6)	(Refer note6)	(Refer note6)
Expenses:
Legal and Professionalcost towrds acquisition andinvestent			(299)		(3.84)	(3.84)
Expenseincurred towrds SchemeofArangement (Refer note6)	(502)	(865)	(140)	(13.67)	(358)	(31 97)
Total	(5.02	(8.65)	(4.35)	(13.67)	(7.42	(3581

• 5 The Company provides Education & Training Services as a single segment Its operations and performance are viewed and evaluated by management as a single unit i e Learning Business Therefore, the business of the Company is considered as Single Segment in the context of Ind AS 108 - 'Operating Segments'

• 6 The National Company Law Tribunal (NCLT), Chandigarh Bench vde Order dated May I9, 2023 sanctioned the Composite Scheme of Arrangement (Approved by the board of directors of the Company on January 28, 2022). The Scheme became effective on May 24, 2023 upon filing of the certified copies of the NCLT order, sanctioning the Scheme wnth the respective jurisdictional Registrar of Compares Pursuant to the Scheme becoming effective, the CLG Business Undertaking is demerged from NTIT Limited ("NTIT") and transferred to and vested in NTIT Learning Systems Limited ("NLSL") with effect from Apnil 1 , 2022 i e the Appointed Date

• NIT has transferred specific income, expenses, assets, liabilities and reserves of CLG Business Undertaking w.ef. Appointed Date till Effective Date based on the allocation as prescribed in the Scheme and with respect to common items, the allocations are approved by the Board

Pursuant to the Scheme, NLSL has issued and allotted equity shares to the shareholders of N whose name appeared in the register of members of NIIT as on the record date ie. June 8, 2023, one equity share of Rs. 2/- each in N as fully paid up for every equity share of Rs. 2/- each held by them in NIIT Equity shares of N are listed at BSE Limited and National Stock Exchange of India Limited w.e.f August 8, 2023 under the trading symbol "NIITMTS". Accordingly, CIN number of the Company has been changed.

• 7 During the quarter, NIIT (Ireland) Limited, a wholly owned subsidiary ofNLSL has made a strategic investment of long term nature for Euro 3 Million in Preferred Shares of KIC InnoEnergy, SE ("EIT InnoEnergy") on July 26, 2023.

• 8 The Board of Directors in their meeting held on October 30, 2023, declared an interim dividend of Rs. 2.50 per equity share

• 9 Previous period/ year figures have been regrouped/ reclassified, to conform to current quarter's classification, wherever required

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Place: Gurugram Date : October 30, 2023