NIIT Learning Systems Limited — Regulatory Filings 2023

Aug 10, 2023

August 10, 2023

The Manager

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

The Manager National Stock Exchange of India Ltd Listing Department Exchange Plaza 5 th Floor, Plot no C/1, G Block Bandra Kurla Complex Bandra (E),Mumbai – 400 051

Subject : Submission of Unaudited Financial Results for the quarter ended June 30, 2023

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 August 10, 2023 (which commenced at 11:41 a.m. and concluded at 12:57 p.m.) has, inter-alia, approved both Consolidated and Standalone Unaudited Financial Results of the Company for the quarter ended June 30, 2023 ("Results") along with Limited Review Report of the Statutory Auditors.

A copy of the said Results along with Limited Review Report is enclosed herewith, for your information and records.

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

Encl: a/a

S.R. BATLIBOL & ASSOCIATES LLP

Chartered Accountants

67, Institutional Area Sector 44, Gurugram - 122 003 Haryana, India Tel: +91 124 681 6000

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

Review Report to The Board of Directors NIIT Learning Systems Limited

• $\mathbf{1}$ We have reviewed the accompanying Statement of Unaudited Consolidated Financial Results of NIIT Learning Systems Limited (the "Holding Company") and its subsidiaries (the Holding Company and its subsidiaries together referred to as "the Group"), for the quarter ended June 30, 2023 and year to date from April 01, 2023 to June 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, 2015, as amended (the "Listing Regulations").
• The Holding Company's Management is responsible for the preparation of the Statement in $\overline{2}$ . 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 3. Engagements (SRE) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We also performed procedures in accordance with the Circular No. CIR/CFD/CMD1/44/2019 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.

• The Statement includes the results of the entities listed in Annexure A. $\overline{4}$
• 1. 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 accordance with recognition and measurement principles laid down in the aforesaid Indian Accounting Standards ('Ind AS') specified under Section 133 of the Companies Act, 2013, as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement.

S.R. BATLIBOI & ASSOCIATES LLP

Chartered Accountants

The accompanying Statement includes the interim reviewed financial results in respect of 2 6 subsidiaries, whose unaudited interim financial results include total revenues of Rs 869.46 Mn, total net profit after tax of Rs. 90.80 Mn, total comprehensive income of Rs. 90.80 Mn, for the quarter ended June 30, 2023, as considered in the Statement which have been reviewed by their respective independent auditors.

The independent auditor's reports on interim financial results of these entities have been furnished to us by the Management and our conclusion on the Statement, in so far as it relates to the amounts and disclosures in respect of these subsidiaries, is based solely on the report of such auditors and procedures performed by us as stated in paragraph 3 above.

1. The accompanying Statement includes unaudited interim financial results and other unaudited financial information in respect of 4 subsidiaries, whose interim financial results and other financial information reflect total revenues of Rs 5.47 Mn, total net profit after tax of Rs. 3.80 Mn, total comprehensive income of Rs. 3.80 Mn, for the quarter ended June 30, 2023.

The unaudited interim financial results and other unaudited financial information of these subsidiaries have not been reviewed by any auditor and have been approved and furnished to us by the Management and our conclusion on the Statement, in so far as it relates to the affairs of these subsidiaries, is based solely on such unaudited interim financial results and other unaudited financial information. According to the information and explanations given to us by the Management, these interim financial results are not material to the Group.

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

For S.R. BATLIBOI & ASSOCIATES LLP

Chartered Accountants A ICAI Firm registration pumber: 101049W/E300004

per Sanjay Bachchani

Partner Membership No.: 400419 UDIN: 23400419BGTGOZ7204

Place: Gurugram Date: August 10, 2023

S.R. BATLIBOI & ASSOCIATES LLP

Chartered Accountants

Annexure $- A$

List of entities included in audited consolidated financial results for the quarter ended June 30, 2023

NIIT Learning Systems Limited

Subsidiaries of NIIT Learning Systems Limited

• 1. 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 w.e.f. November 04, 2022)
• 1.3. Eagle Training Spain, S.L.U (became 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. NIIT Limited, UK
• 1. NIIT Malaysia Sdn. Bhd, Malaysia
• 1. NIIT (Ireland) Limited
• 4.1. NIIT Learning Solutions (Canada) Limited (subsidiary of entity at serial no. 4)
• 1. NIIT West Africa 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 : U72200HR2001PLC099478 Email: info@niitmts.com

Statement of Unaudited Financial Results for the Quarter ended June 30, 2023

				(Rs. in Millions, except per share data)
	Consolidated Financial Results
Particulars	Preceding 3 months ended 3 months ended June 30, 2023 March 31, 2023		Corresponding 3 months ended June 30, 2022	Previous year ended March 31, 2023 Audited (Refer note 5)
	Unaudited (Refer note 5)	Audited (Refer notes 5 and 8)	Unaudited (Refer note 5)
(1)	(2)	(3)	(4)	(5)
1 Income
a) Revenue from operations	3.823.44	3 856 84	3.124.82	13.617.87
b) Other income	73.77	35.06	30.94	150.81
Total income	3,897.21	3,891.90	3,155.76	13,768.68
2 Expenses a) Purchase of stock-in-trade
b) Changes in inventories of stock-in-trade	1.61 0.12	1.97 1.20	0.45 2.50	2.53
c) Employee benefit expenses	1,881.96	1,837.73	1,634.57	4.16 6,942.03
d) Professional & technical outsourcing expenses	737.97	790.11	486.94	2,468.95
e) Finance costs	82.77	80.05	1.54	128.97
f) Depreciation and amortisation expenses	152.68	145.89	99.72	471.33
g) Other expenses	348.40	356.11	284.16	1.279.92
Total expenses	3,205.51	3,213.06	2,509.88	11,297.89
$3$ Profit before Exceptional items and tax (1-2)	691.70	678.84	645.88	2,470.79
4 Exceptional items (net) (Refer note 3)	(8.65)	(30.07)	(3.07)	(185.92)
$5$ Profit before tax (3+4)	683.05	648.77	642.81	2,284.87
6 Tax expense
-Current tax	109.71	168.78	95.28	400 71
-Deferred tax charge / (credit)	21.62	(59.38)	(4.84)	(38.01)
Total tax expense	131.33	109.40	90.44	362.70
$7$ Profit after tax (5-6)	551.72	539.37	552.37	1,922.17
Profit attributable to Owners of the Parent Company	551.72	539.37	552.37	1,922.17
8 Other comprehensive income/ (loss) (net of tax)
(i) Items that will not be reclassified to profit or loss (ii) Items that will be reclassified to profit or loss	41.03 13.08	(17.69) 25.39	54.37	149.70
Total (i+ii)	54.11	7.70	(15.71) 38.66	(18.53)
9 Total comprehensive income attributable to $(7+8)$ :	605.83	547.07	591.03	131.17 2,053.34
Owners of the Parent Company	605.83	547.07	591.03	2.053.34
10 Paid-up equity share capital
(Face value of Rs. 2 each, fully paid)	269.24	269.14	268.14	269.14
11 Reserves excluding revaluation reserves				7,433.74
12 Earnings Per Share (in Rs.):
(Face value of Rs. 2/-) (Not annualised)
- Basic	4.10	4.01	4.12	14.31
- Diluted	3.95	3.93	3.99	13.97

Tadai

q su

(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: U72200HR2001PLC099478

Email: info@niitmts.com

Notes to the Consolidated Financial Results :-

• 1 The above results were reviewed and recommended by Audit Committee and approved by the Board of Directors at its meeting held on August 10, 2023.
• 2 The consolidated financial results have been prepared in accordance with applicable Indian Accounting Standards as prescribed under section 133 of the Companies Act 2013 read with rule 3 of the Companies (Indian Accounting Standards) Rules 2015 (as amended).

3 Exceptional items in Consolidated Financial Results, include the following:

				(Rs. in Millions)
Particulars	3 months ended June 30, 2023	Preceding 3 months ended March 31, 2023	Corresponding 3 months ended June 30, 2022	Previous year ended March 31, 2023
	Unaudited (Refer note 5)	Audited (Refer notes 5 and 8)	Unaudited (Refer note 5)	Audited (Refer note 5)
Expenses:
Legal, Professional and other costs towards Acquisition, Investment and Strategic Initiatives.		(3.42)	(0.89)	(15394)
Expenses incurred towards Scheme of Arrangement (Refer note 5)	(8.65)	(26.65)	(2.18)	(31.98)
Total	(8.65)	(30.07)	(3.07)	(185.92)

4 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 Learning Business. Therefore, the business of the Group is considered as Single Segment in the context of Ind AS 108 - 'Operating Segments'

5 The National Company Law Tribunal (NCLT), Chandigarh Bench vide Order dated May 19, 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 with the respective jurisdictional Registrar of Companies. 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

NIIT has transferred specific income, expenses, assets, liabilities and reserves of CLG Business Undertaking w.e.f. 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 NIIT 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 now listed at BSE Limited and National Stock Exchange of India Limited w.e.f. August 8, 2023 under the trading symbol "NIITMTS".

• 6 Subsequent to the quarter end, NIIT (Ireland) Limited, a wholly owned subsidiary of NLSL has invested Euro 3 Million in Preferred Shares of KIC InnoEnergy, SE ("EIT InnoEnergy") on July 26, 2023.
• 7 During the previous year, NIIT (USA), Inc, a wholly owned subsidiary of NLSL had acquired 100% membership interest in St. Charles Consulting Group LLC ("St Charles") on November 04, 2022 and executed Membership Interest Purchase Agreement ("MIPA") and other definitive agreements ("Transaction Documents").

Accordingly, the results of the current quarter ended June 30, 2023 are not comparable with the corresponding quarter ended June 30, 2022

8 The figures of the preceding quarter are the balancing figures between audited figures in respect of the full financial year up to March 31, 2023 and the unaudited published year-to-date figures up to December 31, 2022, being the date of the end of the third quarter of the financial year which were subjected to limited review.

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

Place: Gurugram Date: August 10, 2023

By order of the Board For NIIT Learning Systems Limited $Syst₀$ Gurugram ô Vijay K Thadani $\frac{1}{2}$ Vice-Chairman & Managing Director

S.R. BATLIBOL& ASSOCIATES I I P

Chartered Accountants

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

Review Report to The Board of Directors NIIT Learning Systems Limited

• 1. We have reviewed the accompanying statement of unaudited standalone financial results of NIIT Learning Systems Limited (the "Company") for the quarter ended June 30, 2023 and year to date from April 01, 2023 to June 30, 2023 (the "Statement") attached herewith, being submitted by the Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "Listing Regulations").
• $2.$ The Company's Management is responsible for the preparation of the Statement in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34. (Ind AS 34) "Interim Financial Reporting" prescribed under Section 133 of the Companies Act, 2013 as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. The Statement has been approved by the Company's Board of Directors. Our responsibility is to express a conclusion on the Statement based on our review.
• $\mathbf{3}$ We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
• $\overline{4}$ . Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standards ('Ind AS') specified under Section 133 of the Companies Act, 2013 as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement.

For S.R. BATLIBOI & ASSOCIATES LLP Chartered Accountants ICAI Firm registration pamber: 101049W/E300004

anjay Bachchani Partner Membership No.: 400419 UDIN: 23400419BGTGOY9614

Place: Gurugram Date: August 10, 2023

(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 : U72200HR2001PLC099478

Email: investors@niitmts.com

Statement of Unaudited Financial Results for the quarter ended June 30, 2023

(Rs. in Millions, except per share data)

Standalone Financial Results
	Particulars	3 Months ended June 30, 2023	Preceding 3 months ended March 31, 2023	Corresponding 3 months ended June 30, 2022	Previous year ended March 31, 2023
		Unaudited (Refer note 5)	Audited (Refer notes 5 and 7)	Unaudited (Refer note 5)	Audited (Refer note 5)
	(1)	(2)	(3)	(4)	(5)
	1 Income a) Revenue from operations b) Other income	959.37 169.13	1,042.80 140.19	964.64 129.49	4,037.75
	Total income	1,128.50	1,182.99	1,094.13	574.48 4,612.23
	2 Expenses
	a) Purchase of stock-in-trade b) Changes in inventories of stock-in-trade c) Employee benefits expenses	1.61 0.12 518.32	1.97 1.20 486.14	0.48 2.50 502.41	2.49 4.16 2,029.36
	$(d)$ Professional & technical outsourcing expenses	231.25	257.91	195.02	953.57
	e) Finance Costs	1.98	0.15	0.19	0.69
	f) Depreciation and amortisation expenses	37.69	23.13	23.50	92.48
	g) Other expenses	137.55	135.98	122.77	511.40
	Total expenses	928.52	906.48	846.87	3,594.15
	Profit before Exceptional items and Tax (1-2)	199.98	276.51	247.26	1,018.08
	$4$ Exceptional items (net) (Refer note 3)	(8.65)	(25.79)	(3.07)	(35.81)
$\vert$	Profit before tax $(3+4)$	191.33	250.72	244.19	982.27
	6 Tax expense -Current tax -Deferred tax charge / (credit) Total tax expense	43.52 0.57 44.09	51.36 (70.30) (18.94)	0.07 (3.31) (3.24)	60.44 (70.80) (10.36)
7 1	Profit after tax (5-6)	147.24	269.66	247.43	992.63
	8 Other comprehensive income / (loss) (net of tax) (i) Items that will not be reclassified to profit or loss (ii) Items that will be reclassified to profit or loss Total (i+ii)	3.16 13.08 16.24	0.31 25.39 25.70	5.62 (15.71) (10.09)	26.12 (18.53) 7.59
	$9$ Total comprehensive income (7+8)	163.48	295.36	237.34	1,000.22
	10 Paid-up equity share capital (face value of Rs. 2 each, fully paid)	269.24	269.14	268.14	269.14
	$11$ Reserves excluding revaluation reserves				4,647.91
	12 Earnings Per Share (in Rs.): (Face value of Rs. 2/-) (Not annualised)
	- Basic	1.09	2.00	1.85	7.39
	- Diluted	1.05	1.96	1.79	7.22

$26$

(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: U72200HR2001PLC099478 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 August 10, 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 Exceptional items in Standalone Financial Results include the following:

Particulars	3 Months ended June 30, 2023	Preceding 3 months ended March 31, 2023	Corresponding 3 months ended June 30, 2022	(Rs. in Millions) Previous year ended March 31, 2023
	Unaudited (Refer note 5)	Audited (Refer notes 5 and 7)	Unaudited (Refer note 5)	Audited (Refer note 5)
Expenses:
Legal and Professional cost towards acquisition and investment		$\overline{\phantom{a}}$	(0.89)	(3.84)
Expenses incurred towards Scheme of Arrangement (Refer note 5)	(8.65)	(25.79)	(2.18)	(31.97)
Total	(8.65)	(25.79)	(3.07)	(35.81)

4 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'.

5 The National Company Law Tribunal (NCLT), Chandigarh Bench vide Order dated May 19, 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 with the respective jurisdictional Registrar of Companies. 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

NIIT has transferred specific income, expenses, assets, liabilities and reserves of CLG Business Undertaking w.e.f. 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 NIIT 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 now listed at BSE Limited and National Stock Exchange of India Limited w.e.f. August 8, 2023 under the trading symbol "NIITMTS"

6 Subsequent to the quarter end, NIIT (Ireland) Limited, a wholly owned subsidiary of the Company has invested Euro 3 Million in Preferred Shares of KIC InnoEnergy SE ("EIT InnoEnergy") on July 26, 2023.

• 7 The figures of the preceding quarter are the balancing figures between audited figures in respect of the full financial year up to March 31, 2023 and the unaudited published year-to-date figures up to December 31, 2022, being the date of the end of the third quarter of the financial year which were subjected to limited review
• 8 Previous period/ year figures have been regrouped/ reclassified, to conform to current quarter's classification, wherever required.

Place: Gurugram Date: August 10, 2023

h Su

By order of the Board ina S. ming systems imited ijav K Thadani Chairman & Managing Director D⁹