NIIT Ltd Management Discussions

Company Overview

NIIT Limited is a leading skills and talent development corporation, set up in 1981 to help the nascent IT industry overcome its human resource challenges. Over the last four decades, it has continually evolved, expanding from technology training into domains such as BFSI and Sales & Service Excellence, and is now transforming itself into an AI-first enterprise. With a vision to emerge as the Talent Builders to the Nation, NIIT today delivers future-ready learning and talent solutions across industries, helping individuals and enterprises thrive in an era of rapid technological and business transformation.

- Through the NIIT Digital platform, the Company delivers distinctive, technology-enabled learning experiences for both corporate and individual learners.

- The Institute of Finance Banking & Insurance (IFBI)

continues to be a leading provider of career-launch and career-advancement programs for professionals in the BFSI sector.

- StackRoute serves as digital transformation partner for enterprises, building multi-skilled full stack professionals in advanced technologies at scale.

- RPS Consulting strengthens NIITs enterprise capability with deep expertise in training programs on emerging digital technologies, helping experienced professionals upskill and reskill.

- iamneo, an AI-powered SaaS platform acquired in April 2025, deepens NIITs offering for university students and early-career professionals through automated coding labs, assessments, placement automation, and talent acquisition solutions .

- With Talent Pipeline as a Service (TPaaS), NIIT addresses one of the biggest challenges for enterprises: ready-to-deploy talent across technology, marketing, and sales functions.

- NIIT Sales & Service Excellence (SSE) complements these offerings by enabling organisations to create a robust talent ecosystem, enhancing critical competencies and driving measurable business outcomes.

Business Environment and State of the Industry

FY26 unfolded against a backdrop of persistent global and domestic macroeconomic uncertainty. Geopolitical tensions, cautious capital expenditure decisions by large global technology firms, and a volatile interest rate environment created a challenging demand environment for skills and talent development, particularly across the Technology and BFSI sectors. Despite these near-term headwinds, structural demand for AI-led reskilling, digital transformation, and outcome-oriented learning remained robust, underpinning the Companys medium and long-term growth outlook.

NIIT confluence 2026

POSITION PAPER

Al, Work and the Future of Talent in Indian IT

Indias economy demonstrated resilience, with GDP growth estimated at approximately 6.5% in FY26, supported by domestic consumption, public infrastructure investment, and continued services sector momentum. India remained one of the fastest- growing major economies globally and a key destination for Global Capability Centre (GCC) expansion, providing a structural tailwind for skills demand. The Reserve Bank of India began easing monetary policy during the year, with interest rate cuts providing early support to business sentiment.

Despite overall economic resilience, sectors with significant exposure to global hiring cycles faced distinct challenges. The Company navigated a complex operating environment shaped by these sector-specific dynamics through the year.

The IT/ITES sector, a key contributor to employment and learning demand, continued its cautious stance in FY26. Global System Integrators (GSIs) experienced discretionary spending cuts and a slowdown in decision-making cycles, directly affecting hiring, onboarding, and training volumes through much of the year. The sharp reduction in fresh-hire training during Q1 and Q3, and a broader compression of onboarding-related programs at large IT services firms, created meaningful headwinds for the Companys early-career skilling business. However, reskilling and upskilling demand for working professionals remained resilient; enterprises continued to invest in Generative AI, Agentic AI, Cybersecurity, Data Engineering, and cloud architecture to maintain competitiveness.

GCCs continued to expand at a robust pace in FY26, with over 1,900 centres employing nearly 1.9 million professionals. The segment is projected to grow from USD 64.6 billion in 2024 to USD 99-105 billion by 2030 (Reuters), supported by demand in areas such as Al-enabled analytics, cybersecurity, product engineering, and cloud architecture. An increasing share of operations is shifting to Tier-2 cities such as Jaipur, Coimbatore, and Kochi to access diversified talent pools and optimise costs. The sectors evolution from cost-arbitrage delivery to innovation- led mandates is driving sustained demand for niche digital skills and continuous workforce upskilling. GCCs have emerged as a key growth channel for NIITs enterprise offerings.

The startup ecosystem continued to face funding headwinds in FY26. Startups prioritised profitability and capital efficiency over rapid expansion, leading to conservative hiring and leaner team structures. This had a cascading effect on demand for early- career talent and onboarding-related training programs.

The Banking and Financial Services (BFSI) sector maintained a risk-off stance through FY26. Elevated credit-deposit ratios, emerging stress in retail loan portfolios, and lower employee attrition levels led large private sector banks to defer planned hiring and onboarding programs, compressing training spends. This was most acutely felt in the Companys early-career skilling volumes, which were significantly impacted during the year by a sharp slowdown in new hire training at large private sector banks. Despite these near-term headwinds, the structural demand for BFSI talent development remains strong, driven by Indias aspiration for financial inclusion, the rapid digitisation of banking services, and the push towards Al-enabled advisory and relationship management roles. The Company expanded its BFSI training infrastructure during the year, adding a third residential campus and partnering with leading NBFCs to deliver upskilling programs, positioning itself for recovery as sector hiring normalises.

A defining trend accelerating through FY26 was the adoption of Generative AI and Agentic AI across industries. Enterprises moved beyond pilot programs to large-scale deployment, creating an urgent need to reskill and upskill workforces for AI-enabled roles. The demand for practical, applied AI training (in areas such as AI strategy, Al-powered productivity, agentic workflow design, and AI-driven analytics) grew substantially through the year

These shifts are compelling enterprises to re-evaluate workforce readiness and invest in large-scale, outcome-driven learning initiatives. Demand is particularly strong for deep-skilling pathways that address both technical and domain-specific skill gaps. With an early-mover advantage in integrating AI into its offerings, 30+ OEM partnerships providing early access to cutting-edge technologies, and the addition of iamneos AI- powered platform, NIIT is well-positioned to capture this secular opportunity.

Indias higher education landscape also reinforces the long-term opportunity. With a Gross Enrollment Ratio of 28.4% (AISHE), the country has over 50 million learners across 40,000+ colleges and 1,000+ universities. Enrollments are projected to reach 92 million by Academic Year 2035, while the annual graduate output of 10.7 million is expected to double over the same period. This expanding base of students, graduates, and working professionals represents a large and growing addressable market for new-age, career-oriented skills.

Figure 1: Enrollment in Higher Education in India (in million)

In summary, FY26 was a year of navigating near-term cyclical headwinds while continuing to build for the structural opportunity. The volatility in hiring across Technology and BFSI sectors, combined with elongated enterprise decision cycles, created revenue execution challenges through the year. However, the accelerating demand forAI-led reskilling, the continued expansion of GCCs in India, and the rapid adoption of Agentic AI across industries reinforce the Companys conviction in its long-term growth thesis. NIIT remains focused on enabling enterprises and individuals to navigate this evolving environment through future- ready, outcome-led learning solutions, and is well-positioned to capture the significant talent transformation opportunity ahead.

Acquisition of iamneo

In line with its strategy to strengthen capabilities in AI-led, outcome-driven learning, NIIT Limited acquired a 70% majority stake in iamneo in April 2025. Headquartered in Coimbatore, iamneo is a leading provider of deep skilling technology training solutions through a scalable AI powered SaaS platform. iamneo leverages proprietary AI technology to deliver personalised, hands-on learning experiences. Its solutions are used by leading universities, Global System Integrators (GSIs), and Global Capability Centers (GCCs) to enhance job readiness, coding proficiency, and real-world project deploy-ability. The platform offers a range of products spanning AI-powered coding assessments, role-based skilling, and automated content generation, enabling institutions and enterprises to deliver scalable and measurable skilling outcomes.

iamfieo

An NIIT Venture

The acquisition has significantly strengthened NIITs digital learning portfolio and enhanced its ability to meet the evolving needs of early-career professionals and enterprise customers, particularly in the context of the growing adoption of Generative AI. It has positioned NIIT at the forefront of delivering intelligent, simulation-driven learning experiences, aligned with the demand for faster, skills-first hiring and deployment models.

The total consideration for the 70% stake was Rs. 609 million, comprising Rs. 100 million in primary investment and Rs. 509 million in secondary purchase. Under the agreement, the remaining 30% equity will be acquired in five annual tranches, based on actual performance against defined performance targets for FY26 to FY30. T P Senthil, the founder of iamneo, continues to lead operations ensuring continuity and innovation as the platform scales within the NIIT ecosystem.

Scheme of Amalgamation

The Board of Directors of NIIT Limited approved the Scheme of Amalgamation for merger of RPS Consulting Private Limited (RPS Consulting), and NIIT Institute of Finance Banking and Insurance Training Limited (IFBI) with NIIT Limited on October 9, 2025, with April 1, 2026 as the Appointed Date. As both entities are wholly-owned subsidiaries of NIIT Limited, the Scheme was exempt from the requirement to obtain a No Objection Letter from the stock exchanges under applicable SEBI Listing Regulations. The Company filed its First Motion Petition with the Honble National Company Law Tribunal (NCLT), Chandigarh Bench, on October 27, 2025. The NCLT, Chandigarh Bench, vide its order dated December 18, 2025, dispensed with the requirement for holding meetings of equity shareholders, secured creditors, and unsecured creditors of the amalgamated and amalgamating companies.

The matter was heard by the Honble NCLT on March 26, 2026, and the final order in respect of the said Scheme is reserved, as on the date of this Report. The amalgamation is expected to simplify the corporate structure, reduce administrative overheads and regulatory compliance costs, and generate enhanced operational synergies.

AI-First Approach and Innovation

NIIT adopted an Al-first approach and embedded artificial intelligence across its offerings, operations, and growth initiatives. In the enterprise segment, leadership and functional teams were equipped with targeted programs on AI strategy, productivity enhancement, and innovation, supported by proprietary sandbox environments, AI-powered tools, and intelligent agents for deployment in real-world business contexts.

For individual learners, the Company launched advanced programs in AI including a 25-week program on Building Agentic AI Systems. AI literacy and applied AI skills were integrated into flagship programs such as the Full-Stack Development with GenAI Honours and domain-specific digital courses, enabling readiness for the demands of an AI-driven workplace.

NIIT also leveraged AI to accelerate content creation, compress program design cycles, and raise benchmarks for quality and outcomes. AI training developed in collaboration with leading technology OEMs, further extended the Companys leadership in industry-aligned, future-focused learning.

The April 2025 acquisition of iamneo, an AI-powered deepskilling SaaS platform serving over 80 universities and colleges across 14 Indian states and 30+ enterprise clients, added a scalable, learning channel for both corporate and higher- education markets. During FY26, iamneo launched Agent Smith, a comprehensive AI coaching suite, further deepening the Companys AI-powered product portfolio.

The Company also advanced its AI-enabled delivery infrastructure. Its proprietary learning platform was enhanced to be fully AI-enabled, improving personalisation and learner outcomes at scale, while iamneo extended its portfolio with the Synthetic Work platform and the Architect on Graduation offering to strengthen college-to-corporate readiness. AI Fluency programs were introduced for banks and Indian enterprises, and the Company built a dedicated team of over 15 AI specialists for content development.

In FY26, the Company launched the Building Agentic AI Systems program, designed to equip engineers with the skills required to build, deploy, and manage autonomous and agentic AI systems, one of the most in-demand capabilities in the market. Generative AI and Agentic AI programs were extended across enterprise clients in GSIs, GCCs, and India Enterprises.

The accelerating adoption of AI is reshaping how enterprises build and deploy technology talent. As Global System Integrators (GSIs) and Global Capability Centers (GCCs) embed AI- augmented engineering into their delivery models, a meaningful share of conventional task-based roles is expected to transition

over the coming years, even as demand rises for professionals who can design, orchestrate, and govern AI-led systems. NIIT views this as a structural, multi-year demand driver spanning two connected needs: reskilling & retooling the existing workforce (addressed through StackRoute and RPS Consulting) and onboarding new graduates as enterprise-ready professionals through iamneos college-to-corporate platform.

Revenue from AI programs grew to approximately 8% of total revenue in the fourth quarter of FY26. During the year, the Company made a deliberate decision to invest ahead of the curve in AI capabilities, go-to-market, and platforms; while this compressed near-term margins, it is intended to position NIIT for durable, AI-led growth as these shifts accelerate.

Together with thought-leadership platforms such as NIIT Confluence, BAL&NCE, World Digital Architect Conclave, and the Founders Growth Summit, these initiatives position NIIT as a leading catalyst for workforce transformation in the AI era.

The Companys leadership has been validated through numerous recognitions and awards from industry analysts and customers alike, reinforcing its credibility as a trusted partner for enterprisewide talent transformation.

Business Overview

NIIT delivers digital talent transformation solutions for individual and corporate customers across India and select markets. The Company now serves learners across three interconnected segments: Universities (preparing students for the college- to-corporate transition via iamneo), Individuals (employability enhancement programs for individual learners) and corporates (onboarding, upskilling, and reskilling working professionals via StackRoute, RPS Consulting, and IFBI). In recent years, delivery has transitioned largely to synchronous, instructor-led digital

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formats, ensuring scale with quality. Individuals and Universities comprise NIITs Consumer go-to-market (GTM) while programs offered to corporate customers are addressed through Enterprise GTM.

Figure 2: Revenue Mix (by GTM)

The Companys program portfolio spans high-demand domains such as AI/ML, Generative AI, Data Science, Full-Stack Product Engineering, 5G, Cloud Technologies, Cybersecurity, and Game Development, along with programs in Digital Marketing, Business Development, and Virtual Relationship Management for digital enterprises. Generative AI components are also embedded across the curriculum portfolio, reinforcing NIITs position as an early mover in this space.

The Company provides specialised upskilling programs in emerging digital technologies for working professionals, a segment witnessing sustained demand as enterprises accelerate digital transformation, through RPS Consulting and StackRoute.

RPS Consulting has a catalog of 2,000+ programs, delivered in collaboration with 30+ leading technology OEMs, including Microsoft, AWS, Google Cloud, VMware, Red Hat, Citrix, Veritas, Symantec, and (ISC) 2 .

Across StackRoute, RPS Consulting, IFBI and the Enterprise business, NIIT maintains strong engagement with Global System Integrators (GSIs), Global Capability Centers (GCCs), and leading Indian private-sector banks that are advancing their digital agendas.

The Companys enterprise offerings include deep-skilling programs in technology (via StackRoute) and Talent Pipeline-as- a-Service (TPaaS), which provides day-one-ready professionals on a just-in-time basis. NIITs enterprise business serves 200+ clients with over 90% repeat revenue.

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During FY26, NIIT trained a total of 941,250 learners across its portfolio: 751,549 in Technology programs and 189,701 in BFSI & Other programs.

Figure 3 Revenue Mix (by Product)

Highlights for FY26

- NIIT completed the acquisition of a 70% stake in iamneo Edutech Private Limited in April 2025, adding an AI-powered SaaS platform serving 80+ universities and 30+ enterprises, and opening the university channel as a new go-to-market for the Company.

- NIIT added 64 new enterprise and institutional logos during the year, broadening its reach across both enterprise and higher education channels.

- NIIT acquired 19.28% stake in NIIT Institute of Finance Banking and Insurance Training Limited (IFBI) from ICICI Bank in June 2025, making IFBI a wholly owned subsidiary and enabling simplified governance and expanded scope in the BFSI sector.

- The Board approved a Scheme of Amalgamation to merge RPS Consulting Private Limited (RPS Consulting) and NIIT Institute of Finance, Banking and Insurance Training Limited (IFBI) into NIIT Limited, aimed at simplifying the entity structure, reducing compliance costs, and improving agility and speed to market.

- StackRoute continued to build strong momentum across GSI s , GCC s , and consulting firms, delivering advanced technology programs in Agentic AI, Cybersecurity, Data Engineering, and Cloud Architecture for working professionals and fresh hires.

- StackRoute organised the Chennai Chapter of BAL&NCE , bringing together HR and L&D leaders from GCCs and GSIs around the theme Adapting at the Speed of Change: Leadership, Talent, and AI for a Resilient Future.

- StackRoute also hosted the third edition of the World Digital Architect Conclave 2025 - Indias only dedicated platform for digital architects to connect and collaborate.

- NIIT organised the fourth edition of the EdTech Growth Summit , focused on capacity building to drive profitable growth in the EdTech sector.

- NIIT launched the India Skills Gap Report 2026 , a first-of- its-kind study mapping the countrys evolving digital-skills demand and reinforcing the Companys thought leadership in workforce transformation.

- RPS Consulting deepened its enterprise AI footprint through large-scale, organisation-wide learning engagements (including programs for a BFSI-focused GCC) and hosted an industry thought leadership roundtable on Skilling Strategies for AI-First Roles.

- NIIT StackRoute and RPS Consulting jointly achieved ISO 9001:2015 certification , while RPS also secured ISO 27001:2022 certification .

- NIIT Limited, has earned the Great Place To Work certification from Great Place To Work Institute , the global authority on workplace culture and employee experience. The recognition reflects NIITs continued focus on building a culture rooted in learning, trust, collaboration, and employee growth across geographies.

- RPS Consulting earned a Silver Medal in its first EcoVadis assessment (86th percentile globally) and a B rating from

CDP , reflecting leadership in ESG and climate transparency.

- NIIT Ltd. hosted the 8th edition of NIIT Confluence 2026 ,

its annual customer conference, now a much-anticipated platform in the Learning and Development space.

- NIIT expanded its BFSI training infrastructure with the addition of a third residential campus and partnered with leading NBFCs to deliver upskilling and reskilling programs across critical BFSI roles, and collaborated with a leading bank on a TPaaS program for Wealth Relationship Managers.

- NIITs digital brand presence scaled materially, with its YouTube channel crossing 1.3 million subscribers during the year, strengthening top-of-funnel reach for its consumer programs.

- RPS Consulting was recognised as Google Cloud Training Partner of the Year 2026 (Asia Pacific), its fourth consecutive win.

- NIIT was honored at the ET HR World Future Skills Awards 2025. StackRoute received Gold for Best in Learning Data Analytics, while NIITs HR business earned Silver for Best Learning Culture (SME).

- NIIT also won at the BW People Tech Future Awards 2025 ,

where its HR team received Gold for Best HR Tech Team of the Year (Product & Services) for pioneering AI-assisted HR solutions.

Company Performance

The operating performance of the Company for FY26 is provided in Table 1 below.

Table 1: Operating Performance

Rs. Million	FY26	FY25	YoY
Net Revenues	3,902	3,576	9%
Operating expenses	3,942	3,461	14%
EBITDA	(40)	115	(155) mn
EBITDA%	(1.0) %	3.2%	(423)bps

FY26 marked the second full year following the demerger of the Corporate Learning Business (completed in FY24), and the first year in which iamneo Edutech Private Limited was consolidated as a subsidiary, effective April 17, 2025. NIIT continues to focus on the Skills & Careers (SNC) business, offering a diversified portfolio of Technology and BFSI training programs for enterprises and individual learners. Net Revenue for the year was Rs. 3,902 million, up 9% year-over-year (YoY), including Rs. 413 million contributed by iamneo. On an organic basis, revenue declined 2% YoY.

Given the continued weakness in hiring at Tier-1 Global System Integrators (GSIs), the Company sustained its focus on broadening the customer base and intensified its emphasis on advanced technology skills for working professionals. In BFSI (Banking, Financial Services, and Insurance) & Other sectors, NIIT increased penetration with leading private banks and broadened its offerings for Indian enterprises.

Technology programs were the primary growth driver, growing 20% YoY to Rs. 2,814 million and contributing 72% of total revenue (66% in FY25), with momentum building from mid-year. The Company expanded advanced programs in AI, Cybersecurity,

Data Engineering, and Digital Architecture, winning new mandates across GSIs, GCCs, and India Enterprises. The launch of Building Agentic AI Systems and related programs received strong uptake, and StackRoute recorded strong momentum across consulting and technology firms.

BFSI & Other programs declined 12% YoY to Rs. 1,088 million, contributing 28% of total revenue (34% in FY25), as large private sector banks curtailed fresh hire training and volumes moderated towards year-end following regulatory actions. The Company diversified within BFSI by partnering with NBFCs, expanding wealth management training, and adding a third residential BFSI training campus.

By go-to-market, Enterprise and Consumer contributed approximately 65% and 35% of revenue respectively. Enterprise revenue grew 10% YoY, led by Enterprise Technology programs (up 16% YoY), while Consumer revenue grew 8% YoY, again led by 32% growth in Consumer Tech programs.

Order intake for the year reached Rs. 4,209 million, up 17% YoY, and the Company added 64 new enterprise logos across Technology and BFSI. Order intake growth was ahead of full years revenue implying improvement in momentum going into the next year.

FY26 was a deliberate investment year. Profitability declined as the Company continued to prioritise expansion of its customer base and investment in new capabilities including AI, alongside planned spending on go-to-market, platform, products, and people. EBITDA was negative Rs. 40 million, compared with Rs. 115 million in FY25. Treasury income was also lower for the year, reflecting the mark-to-market impact of rising interest yields. Together, these factors resulted in a PAT of Rs. 53 million and an EPS of Rs. 0.39, compared with PAT of Rs. 461 million and EPS of Rs. 3.41 in FY25. Cash and cash equivalents stood at Rs. 7,103 million as at March 31, 2026.

Overall, the business delivered single-digit YoY growth in FY26, led by Technology programs, despite ongoing headwinds for hiring across sectors. While near-term uncertainty persists, NIITs strong balance sheet and liquidity provide the capacity to invest for growth in a large, expanding market shaped by AI disruption. The Company will continue to pursue both organic initiatives and selective inorganic opportunities to add relevant capabilities and offerings, and to deepen penetration in selected customer segments and geographies.

As of March 31,2026, the Company had 931 full time employees as compared to 722 in the previous year. This includes employees that became part of NIIT family on acquisition of iamneo.

Consolidated Financials of the Company

The consolidated financial summary for FY26 is provided in Table 2 below:

Table 2: Consolidated Statement of P&L for the Financial Year 2025-26

Rs. Million	FY26	FY25	YoY
Net Revenues	3,902	3,576	9%
Operating expenses	3,942	3,461	14%
EBITDA	(40)	115	(155) mn
EBITDA%	(1.0)%	3.2%	(423) bps
Depreciation & Amortization	290	232	25%
EBIT	(329)	(118)	(211) mn
Net Other Income / (Expenses)	452	707	(255) mn
Profit before Tax from Continuing Operations	122	589	(79) %
Tax (Operational)	61	94	(33) mn
Operational Profit after Tax	61	495	(434) mn
Loss from Discontinued Operations	(2)	(15)	13 mn
Non Controlling Interests	(6)	(19)	13 mn
Profit After Tax	53	461	(89) %
Basic EPS (Rs.)	0.39	3.41	(89) %

Note:

- Net Other lncome/(Expenses) primarily includes Treasury Income and Non-Operating/Transitory expenses.

- Net Result (revenue minus expenses) of discontinued operations of NYJL business are reclassified as Profit/(Loss) from Discontinued Operations and reported as separate line below operating results, as per Ind AS 105.

Net Revenue

In FY26, the Company delivered revenue of Rs. 3,902 million, a 9% increase over FY25, despite continued volatility in the operating environment. Technology programs grew 20% YoY and contributed 72% of total revenue, while BFSI & Other programs contributed 28% and with a degrowth of 12% YoY Growth was underpinned by improved traction with Tier-2 GSIs, deeper penetration within GCCs, a broadened customer base among Indian enterprises, and the contribution of iamneo, partly offset by lower volumes in BFSI.

Operating Expenses

Operating expenses for FY26 stood at Rs. 3,942 million, up 14% from Rs. 3,461 million in FY25. The Company continued to focus on cost optimisation and increasing cost variability, while investing

in new products and enhancing market visibility. Personnel costs rose 14% YoY to Rs. 1,455 million while Professional and technical outsourcing expenses rose 19% YoY to Rs. 1,344 million, reflecting change in business mix and a higher use of variable resources to manage increased business volumes given the uncertainty in the environment. Purchase of stock-in-trade was Rs. 221 million as compared to Rs. 180 million last year. Other expenses were Rs. 921 million, up 5% YoY

Depreciation

For FY26, Depreciation and Amortization expense was Rs. 290 million, compared to Rs. 232 million in the previous year. The increase was driven by investments in new initiatives and products, including the development of new programs, platforms, and infrastructure to support hybrid delivery models, as well as renovation and reconfiguration of office facilities. The total also includes Rs. 25 million (FY25 Rs. 24 million related to RPS Consulting) in amortization of intangible assets recognised in the consolidated accounts pursuant to the acquisition of RPS Consulting & iamneo.

Net Other Income

Net Other Income for FY26 was Rs. 452 million, compared to Rs. 707 million in the previous year.

This comprised Other Income of Rs. 582 million, including treasury income of Rs. 399 million (reflecting the mark-to-market impact on fixed income investments) and miscellaneous income of Rs. 183 million. Miscellaneous income included income from leased assets of Rs. 73 million, interest on tax refunds of Rs. 62 million, and other items including reversal, and recoveries of Rs. 48 million. Cost recovery of Rs. 84 million for shared services has been netted against personnel costs within operating expenses and is therefore not included in Other Income.

This was offset by Finance Costs of Rs. 10 million, Exceptional expenses of Rs. 110 million (which included one-time impact due to the new Wage Code of Rs. 46 million, costs related to restructuring and simplification of entity structure of Rs. 38 million, expenses related to acquisition of iamneo of Rs. 20 million and Professional & Legal expenses related to legacy tax litigation of Rs. 6 million), Foreign Exchange Loss of Rs. 3 million, Bank Charges of Rs. 2 million and CSR Expenditure of Rs. 5 million.

Table 3: Other Income/ (Expenses)

Rs. Million	FY26	FY25
Other Income	582	727
Treasury Income	399	568
Miscellaneous income	183	159
Finance Cost	(10)	(8)
Exceptional Expenses	(110)	(3)
Foreign Exchange Loss	(3)	(2)
Bank Charges	(2)	(3)
CSR Expenditure	(5)	(4)
Net Other Income/ (Expense)	452	707

Profit/(Loss) from Discontinued Operations

The net results from the skilling business of NIIT Yuva Jyoti Limited (NYJL), which continued to be serviced by NIIT Limited, have been presented as a separate line item in accordance with IND-AS 105.

Non-Controlling Interests

Non-Controlling Interests reflect share of profit in subsidiary companies held by third parties. The decrease in non-controlling interests from Rs. 19 million to Rs. 6 million reflects lower profit generated in subsidiaries and change in shareholding.

Taxes

The Company provided Rs. 61 million towards income tax at the consolidated level in FY26, compared to Rs. 94 million in FY25. The effective tax rate (ETR) for the year was 50%. The Company continued to benefit from carry forward losses and lower tax rate on certain fixed investments. However, ETR was higher as compared to last year as profits were generated from subsidiaries, while NIIT had negative profit before tax at standalone level driven by planned investments in sales & marketing and new capabilities.

Table 4 Consolidated Balance Sheet at the End of the Financial Year 2025-26

Rs. Million	31-Mar-26	31-Mar-25
Sources of Funds
Share Capital	273	271
Reserves & Surplus	10,429	10,518
Shareholders Funds	10,702	10,789
Non-Controlling Interests	(2)	72
Total Sources of Funds	10,700	10,861
Application of Funds
Fixed Assets
Net Fixed Assets (with CWIP)	3,669	2,854
Right-of-use Assets	58	50
Deferred Tax Assets net of Liabilities	158	159
Cash & Equivalents	7,103	7,580
Trade Receivables	573	503
Other Assets	966	892
Other Liabilities	(1,761)	(1,119)
Lease Liabilities	(66)	(58)
Net Assets classified as held for sale	-	1
Total Application of Funds	10,700	10,861

Note:

The analysis in this MD&A does not conform specifically to the Schedule III format. Numbers have been regrouped for analysis.

Share Capital

The Share Capital of the Company stood at Rs. 273 million, as compared to Rs. 271 million in FY25. The increase is due to allotment of 796,055 shares on exercise of employee stock options during the year. As on March 31, 2026, the number of shares outstanding was 136,383,759.

Non-Controlling Interests

Non-Controlling Interests reflect the book value of equity owned by third parties in subsidiary companies. The amount decreased from Rs. 72 million in FY25 to negative Rs. 2 million on account of share of loss in FY26 for minority shareholders and increase in shareholding in IFBI to 100% during the Year.

Reserves and Surplus

Reserves and Surplus stood at Rs. 10,429 million in FY26 compared to Rs. 10,518 million last year.

Please see Note 12 for further information on changes during the year.

Fixed Assets

During the year, the Company had a total capital expenditure (including change in Capital Work in Progress) of Rs. 320 million.

The category-wise addition in fixed assets is as follows:

a) New initiatives including Products & Platforms:

Rs. 273 million

b) Vehicles

Rs. 21 million

c) Normal capital expenditure:

Rs. 26 million

The Capital Work in Progress as on March 31,2026, was Rs. 229 million, as compared to Rs. 320 million last year. This primarily includes intangible assets under development.

The Net Block stood at Rs. 3,669 million as on March 31, 2026, as compared to Rs. 2,854 million last year. The Company expects intensity of capex to moderate going forward.

Table 5 Fixed Assets

Rs. Million	As on Mar26	As on Mar25
Property, plant and	1,412	1,415
equipment
Intangible assets under development	229	320
Goodwill	1,486	835
Other Intangible assets	542	284
Net Block	3,669	2,854

Right-of-Use Assets

Right-of-Use Assets as on March 31, 2026, stood at Rs. 58 million, as compared to Rs. 50 million last year. The increase is primarily due to iamneo acquisition during the year.

Deferred Tax Assets

As of March 31, 2026, Deferred Tax Assets stood at Rs. 158 million, primarily arising from timing differences between the carrying value of fixed assets in the financial statements and their tax base, as well as from provisions recognised in the financial statements that are deductible for tax purposes only upon actual write-off.

Table 6 Deferred Tax Assets/(Liabilities)

Rs. Million	As on Mar26	As on Mar25
Deferred tax assets	169	160
Deferred tax liabilities	(11)	(1)
Net Deferred Tax	158	159

Other Assets & Liabilities

The elements of Net Current Assets were as follows:

> Inventories

Inventories comprise training materials, including educational software and examination vouchers, used by the Company for delivering training and certification programs. The value of inventories stood at Rs. 13 million as of March 31, 2026, higher by Rs. 2 million from the previous year.

> Trade Receivables

Trade receivables as of March 31, 2026, were Rs. 573 million, compared to Rs. 503 million as of March 31, 2025. Days Sales Outstanding (DSO) increased from 51 days to 53 days, primarily increase due to iamneo acquisition. The Company continues to place strong emphasis on managing and optimising its working capital cycle.

> Cash and Bank Balances

The Cash and Bank Balances as of March 31,2026, stood at Rs. 7,103 million, compared to Rs. 7,580 million as of March 31,2025.

During the year:

- Net cash from operations : Rs. 113 million, compared to Rs. 299 million in FY25 driven by lower EBITDA & change in working capital.

- Net cash from investing activities : Negative Rs. 395 million (FY25: Rs. 196 million), comprising:

o Cash inflows of Rs. 409 million from investments. o Capital expenditure of Rs. 320 million. o Payment related to Acquisition Rs. 484 million

- Net cash from financing activities : Rs. (195) million (FY25: Rs. (101) million), primarily due to purchase of shares in IFBI and higher Dividend payout.

Table 7 Cash and Bank Balances

Rs. Million	As on Mar26	As on Mar25
Investments	6,560	6,779
Bank Deposits	532	790
Unclaimed Dividend	11	11
Cash & Equivalents	7,103	7,580

> Other Assets

Other Assets include Income Tax Assets, Advance recoverable, Unbilled revenue, Inventory and Security deposits. These have marginally increased from Rs. 892 million in FY25 to Rs. 966 million in FY26.

Table 8 Other Assets

Rs. Million	As on Mar26	As on Mar25
Income Tax Assets	393	373
Advances recoverable	234	256
Unbilled revenue	287	215
Interest Receivable	21	24
Security Deposits Receivables	18	13
Inventories	13	11
Other Assets	966	892

> Other Liabilities

Other Liabilities include Trade Payables, Other Financial Liabilities, Future Acquisition Liability and Provisions. These increased from Rs. 1,119 million in FY25 to Rs. 1,761 million in FY26, primarily driven by the acquisition made during the year.

Table 9 Other Liabilities

Rs. Million	As on Mar26	As on Mar25
Trade Payables	581	479
Provisions	232	157
Statutory Dues	78	55
Deferred Revenue	196	148
Advances from Customers	21	24
Other Payables*	230	254
Future Acquisition Liability	423	2
Other Liabilities	1,761	1,119

*Other Payables include capital creditors, amount payable to employees, income tax liability, etc.

Key Financial Ratios

The Company has identified the following as Key Financial Ratios:

Table 10 Key Financial Ratios

Particulars	FY26	FY25	YoY
Revenue growth (%)	9%	18%	(872) bps
Operating Profit margin (%)	(1.0)%	3.2%	(423) bps
Net Profit margin (%)	1.4%	12.9%	(1154) bps
Basic EPS (Rs)	0.39	3.41	(89) %
Days Sales Outstanding (DSO)	53	51	2 days
Debtor Turnover Ratio	7.25	8.08	(10) %
Inventory Turnover Ratio	19.12	17.04	12%
ROCE	(3.6)%	(1.2)%	(235) bps
Current Ratio	5.82	7.84	(26) %

In FY26, revenue grew by 9% compared to growth of 18% in FY25, due to the impact of conflict in the first quarter and continuing headwinds across Technology and BFSI sectors. EBITDA margin declined to (1)% from 3.2% in FY25, reflecting planned investments in growth initiatives, partially offset by cost rationalisation measures. Net profit margin reduced to 1.4% driven by lower EBITDA and lower treasury income. The current ratio moderated to 5.82 from 7.84 in the previous year, while continuing to reflect a comfortable liquidity position. Days Sales Outstanding (DSO) increased by 2 days, as explained in the relevant sections above, while the inventory turnover ratio improved to 19.12 from 17.04, reflecting better utilisation of inventory. ROCE remains low as the business is in investment phase.

The details of Return on Net Worth are mentioned below: Table 11 Return on Net Worth

Particulars	FY26	FY25	YoY
Return on Net Worth (%)	1.07%	9.03%	(796) bps

Return on Net Worth (RoNW), calculated as Profit after Tax divided by Net Worth, stood at 1.07% in FY26 compared to 9.03% in FY25. Net Worth represents the sum of the Companys equity and reserves, excluding capital reserves, hedging reserves, and cumulative translation reserves. The decline in RoNW was driven by an 89% decrease in net profit to Rs. 53 million, alongside a reduction in Net Worth to Rs. 4,936 million, from Rs. 5,108 million in the previous year.

Accounting Policies

The Company has adopted the accounting policies set out in the Notes to Accounts, applying them consistently, and has made judgments and estimates that are reasonable and prudent to present a true and fair view of its state of affairs as at March 31, 2026, and of its profit or loss for the year then ended. The significant accounting policies and practices followed by the Group are detailed in Note 2 of the Consolidated Financial Statements for the year.

Related Party Transactions

Related Party transactions are defined as transactions of sale / purchase of goods / services made by the Company with Promoters, Directors, Key Managerial Personnel, Subsidiaries, or other parties in which Promotors or Director are having significant interest / control directly or indirectly, which may have potential conflict of interest with the Company. There were no material transactions during the year under review that were prejudicial to the interests of the Company.

All transactions covered under related party transactions were regularly ratified and/or approved by the Board, the guiding principles being arms length, fairness, and transparency. Please refer to Note 34 of the standalone financial statements and Note 33 of the Consolidated Financial Statements for details of related party transactions during the year.

Human Resources

NI IT believes that sustainable business growth is enabled by the growth, capability, and engagement of its people. Guided by the mission of Growing NIITians, Building NIIT, FY26 was a transformative year for the Human Resources function as it supported the Companys integration agenda, strengthened leadership capability, futuristic rewards and performance practices, HR technology adoption, and enhanced NIITian experience while ensuring regulatory readiness in a rapidly evolving environment.

FY26 Human Resources Highlights

- The voice of NIITians remained a cornerstone of the Companys people strategy, with Great Place to Work certification in both India and China reflecting a culture built on trust, inclusion and sustained employee engagement.

- The Company undertook comprehensive readiness measures for Indias four new Labour Codes across compensation, payroll, compliance, and associated processes.

- The Company accelerated the integration of RPS and IFBI with NIIT through alignment of compensation frameworks, people policies, and systems.

- Strengthened leadership capability with the onboarding of key leadership hires across the Enterprise, BFSI, China and Enabling functions.

- The Company continued to foster a diverse and engaged workforce, with voluntary attrition remaining below industry levels.

- Recognising employee wellbeing as integral to sustaining engagement and performance, the Company introduced Rejuvenation Leave and continued to strengthen support for NIITians through the WeCare program and enhanced insurance coverage.

- The Company received the Gold Award for Best Coaching & Mentoring Program at the Economic Times 3rd HR Summit.

Leadership Strengthening and Business Integration

FY26 marked a significant phase in strengthening organisational

leadership and supporting NIITs integration agenda. The

appointment of leadership hires across business and enabling

functions enhanced organisational capability in key growth areas.

The Company also advanced its integration agenda, which is aimed at integration of IFBI & RPS entities. This has also provided an opportunity for alignment of compensation structures, policies, systems, and people processes for RPS business.

Compliance and Regulatory Readiness

FY26 saw extensive preparation for Indias new Labour Code framework. NIIT undertook comprehensive readiness measures covering compensation structures, payroll practices, separation processes, and compliance requirements for NIITians, contractors, and vendor personnel. These efforts were supported by a dedicated cross-functional team and external legal and industry experts, reinforcing the Companys commitment to sound governance and regulatory compliance.

NIITian Experience and Wellbeing

The Company continued to invest in NIITian engagement, recognition, and wellbeing. NIIT celebrated its 45 th Foundation Day and hosted Annual Day celebrations across locations, recognising performance, values, innovation, and long service through individual and team awards.

NIITian wellbeing was further strengthened through the introduction of Rejuvenation Leave. In FY26, we introduced WeCare to provide mental wellness support program reinforcing NIITs commitment to holistic NIITian care and enhanced insurance coverage.

Talent Acquisition and Workforce Profile

Talent Acquisition remained focused on quality, agility, and cost efficiency, supported by a continued emphasis on direct hiring and structured NIITian referral programs.

Gender diversity and voluntary attrition remained broadly stable at 34.5% and 12.3%, respectively, underscoring the effectiveness of the Companys people strategy, sustained employee engagement, and the organisations resilience in maintaining workforce stability during a period of integration and transformation.

Amber Candidate Connect deepened engagement across the pre-joining journey through a structured candidate listening mechanism that helped identify concerns and intervene early. By maintaining continuous, automated yet personalised communication during the pre-boarding phase, it provided real-time insights into candidate mood, confidence, and joining preparedness, enabling the TAC team to identify potential dropoff risks before joining. These touchpoints strengthened the overall candidate experience, making candidates feel informed, connected, and supported ahead of their joining.

Industry Recognition

NIITs people practices continued to receive external recognition during the year. The Company achieved Great Place to Workr certification and received multiple industry accolades, including the Gold Award for Best Coaching & Mentoring Program at the Economic Times HR Summit and recognition at the ET HR World Future Skills Awards 2025 for learning culture and learning analytics excellence.

The Road Ahead

In FY27, the Human Resources agenda will focus on strengthening talent and leadership capability through enhanced talent reviews, succession planning, career mobility frameworks, and a reimagined learning and development ecosystem. The Company will continue to advance its digital HR transformation through a unified HRMS, analytics, Al-enabled solutions, and employee experience platforms. Continued emphasis will be placed on workforce productivity, quality of hiring, employee wellbeing, and fostering a high-performance, future-ready culture aligned to business growth.

Future Outlook

Indias digital skills training market presents a compelling longterm growth opportunity, supported by a young demographic profile, a rapidly expanding higher education base, and global competitiveness in English and STEM disciplines. With approximately 600 million people under the age of 25 , over 50 million learners currently enrolled in higher education, and a Gross Enrollment Ratio projected to rise from 28.4% to 50% by Academic Year 2035 , the country is well placed to emerge as a global hub for skilled talent. This opportunity extends beyond the student base, as rapid digital transformation in sectors such as Technology, BFSI, Fintech, HealthTech, Logistics, EdTech, and other technology-enabled industries is sustaining strong demand for continuous upskilling among working professionals. Even during cyclical hiring slowdowns, the requirement for deep expertise in new-age technologies and modern work practices remains resilient.

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NIIT plans to remain focused on deep-skilling for aspirational careers in the Technology and BFSI sectors, addressing the talent transformation needs of Global System Integrators (GSIs), Global Capability Centers (GCCs), large Indian enterprises, and BFSI organisations. In parallel, the Company plans to capture new growth opportunities in industries undergoing accelerated digital adoption, including Manufacturing, Engineering R&D, Decarbonisation, Supply Chain Management, and Design.

Artificial Intelligence is set to drive significant changes in work practices across sectors, including education. NIIT expects to capture this shift by delivering AI-focused training programs and integrating AI into its delivery platforms to enhance learning outcomes, personalisation, and scalability. The acquisition of iamneo has further strengthened NIITs market position, with iamneos AI-powered, deep skilling SaaS platform reaching a large number of leading engineering colleges and complementing the Companys enterprise client base. The AI-focused portfolio is reinforced by 30+ OEM partnerships, providing early access to cutting-edge technologies.

With a strong brand, proven pedagogy, enterprise-grade learning delivery platforms, a robust balance sheet (cash of Rs. 7,103 million as of March 31, 2026), and an experienced leadership team, the Company is well positioned to scale its transformation initiatives. The Company expects growth to strengthen in FY27 as BFSI hiring recovers, GSI onboarding normalises, and AI-led programs deepen their penetration. Building on its long-standing presence in technology training across Enterprise and Consumer markets, and with iamneo adding the Higher Education channel, NIIT is strengthening its position as the partner of choice for talent development across the learner lifecycle, from college to career.

NIIT serves customers in India and other growth economies and, as a multinational enterprise, is exposed to a broad spectrum of risks. Risk management is therefore embedded into the Companys core processes, encompassing the recording, monitoring, independent testing, and control of internal functions. This is enabled through a structured framework comprising the Risk Control Matrix (RCM) for process control, the Business Risk Management (BRM) framework for aligning with business objectives, and Entity Level Controls (ELC) for comprehensive risk reporting.

Rapid global technological advancements have required continuous adaptation of the Companys business and delivery models. In response, NIIT has implemented an Enterprise Risk Management (ERM) framework across the organisation, strengthening its existing processes and embedding a strong risk culture. Developed in line with global best practices, the ERM framework enables the Company to identify, assess, mitigate, monitor, and report risks that could impact the achievement of strategic goals, thereby supporting informed and timely decisionmaking.

The framework covers strategic, operational, financial, governance, and information & technology risks. The Risk Management Committee reviews the framework at regular intervals in consultation with senior management, ensuring that strategic decisions are taken with a clear understanding of key and residual risks. Recognising that risk-taking is intrinsic to business, NIIT continually seeks to balance risk appetite with the objective of generating superior risk-adjusted returns and maximising shareholder value.

Enterprise Risk Management Framework

The Companys Enterprise Risk Management (ERM)

framework is based on global best practices, drawing from the COSO and ISO 31000 standards, and has been tailored to NIITs specific business requirements. Proactive measures are taken to identify and prioritise risks in consultation with business groups, document them, and define corresponding mitigation strategies. Key identified risks include customer concentration, competitive pressures, people and talent, cyber security and data protection, investments, and foreign exchange exposure. Internal controls over financial reporting have been established and are considered adequate and operating effectively.

At the entity level, the framework addresses significant risks across business activities, factoring in past experience, the prevailing operating environment, and future business plans. Mitigation strategies for each risk are developed by the respective business groups in alignment with strategic and operational objectives. Compliance with, and assurance of, these mitigation measures are overseen by the Internal Audit and Assurance Group. Risks are broadly categorised into External Risks and Internal Risks , each with defined mitigation plans. The ERM process is reviewed regularly to ensure responsiveness to evolving risk scenarios.

While NIITs diversified service offerings reduce overall exposure, certain concentration risks remain in the Technology and BFSI sectors. In FY26, these risks were evidenced by a sharp slowdown in BFSI new-hire training due to a risk-off stance among large private sector banks, and by reduced onboarding activity at GSIs amid macro uncertainty. To address these, the Company is investing in both organic and inorganic initiatives, including targeting working professionals, expanding into India Enterprises, GCCs, and Higher Education (via iamneo), and developing programs in emerging sectors such as EV, ER&D, and new-age manufacturing, while actively integrating Agentic and Generative AI into offerings to strengthen competitiveness.

Environmental risks are addressed through the 3R Principle (Reduce, Reuse, Recycle), alongside initiatives to increase renewable energy usage, achieve zero waste through water recycling, and monitor fuel consumption, hazardous materials, and plastic usage.

A strong balance sheet and liquidity position provide the Company with resilience against external shocks, while sustaining stakeholder confidence among global customers, employees, and partners.

Internal Control Systems and Their Adequacy

The Company has adopted global practices for evaluating and reporting on internal controls based on its operational experience in multiple countries. It has also implemented one of the leading ERP solutions in its global operations to integrate various facets of business operations, including Human Resources, Finance, Logistics, and Sales. This has enabled the Company to control and monitor its worldwide operations and strengthen the ability of internal controls to function most optimally. The evaluation of internal controls is an integral part of the plan for the Audit & Assurance Organisation.

Disclaimer

Certain statements in this Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations, or predictions may be forward-looking statements within the meaning of applicable securities laws and regulations. These statements are based on certain assumptions and expectations of future events. Actual results, performance, or achievements could differ materially from those expressed or implied due to a variety of factors, including but not limited to economic conditions, market dynamics, regulatory changes, and other risks and uncertainties. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether in response to new information, future events, or otherwise, and readers are cautioned not to place undue reliance on such statements.