NIIT Learning Systems Limited Receives Clean Secretarial Compliance Report for Financial Year Ended March 31, 2026

2 min read     Updated on 18 May 2026, 09:29 PM
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NIIT Learning Systems Limited received a clean secretarial compliance report for the financial year ended March 31, 2026, with no deviations, violations, or penalties recorded across all applicable SEBI regulations. The report, filed by PI & Associates, Company Secretaries, confirmed full compliance across all 13 parameters reviewed, including secretarial standards, insider trading norms, related party transactions, and website disclosures. The company was also confirmed compliant with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 on Employee Benefit Scheme disclosures. The report was signed by Partner Nitesh Latwal on May 12, 2026, from New Delhi.

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NIIT Learning Systems Limited has received a clean secretarial compliance report for the financial year ended March 31, 2026. The report was prepared by PI & Associates, Company Secretaries, New Delhi, pursuant to sub-regulation 2 of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The review covered the company's registered office at Plot No. 85, Sector 32, Institutional Area, Gurugram, Haryana-122001.

Scope of the Secretarial Review

PI & Associates conducted a comprehensive review of the company's books, papers, minute books, forms, returns, filings with stock exchanges, and website disclosures for the financial year ended March 31, 2026. The examination covered compliance with the following key regulations:

  • SEBI Act, 1992 and regulations, circulars, and guidelines issued thereunder
  • Securities Contracts (Regulation) Act, 1956 (SCRA) and related rules
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
  • SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
  • SEBI (Prohibition of Insider Trading) Regulations, 2015
  • SEBI (Depositories and Participant) Regulations, 2018

Regulations pertaining to Issue of Capital and Disclosure Requirements (2018), Buyback of Securities (2018), and Issue and Listing of Non-Convertible Securities (2021) were noted as not applicable during the review period.

No Deviations or Penalties Recorded

The review found no compliance deviations, violations, or fines during the financial year ended March 31, 2026. The deviations table returned a Nil result, and no actions were taken against the company, its promoters, directors, or subsidiaries by SEBI or any stock exchange during the review period.

Compliance Status Across Key Parameters

The following table summarises the compliance status of NIIT Learning Systems across all 13 parameters examined by the Practicing Company Secretary (PCS):

Parameter: Compliance Status
Secretarial Standards (ICSI) Yes
Adoption and Timely Updation of Policies Yes
Maintenance and Disclosures on Website Yes
Disqualification of Directors (Sec. 164, Companies Act 2013) Yes
Subsidiary Identification and Disclosure Requirements Yes
Preservation of Documents Yes
Performance Evaluation of Board and Committees Yes
Related Party Transactions (Audit Committee Approval) Yes
Disclosure of Events or Information (Regulation 30) Yes
Prohibition of Insider Trading (Regulation 3(5) & 3(6)) Yes
Actions by SEBI or Stock Exchanges Yes (No action taken)
Resignation of Statutory Auditors NA
Additional Non-Compliances Yes (None observed)

Employee Benefit Scheme Disclosures

The company was also confirmed to be compliant with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated December 31, 2024, relating to disclosure of Employee Benefit Scheme documents under Regulation 46(2)(za) of the Listing Regulations. Specifically, the company confirmed that:

  • Scheme documents were uploaded on the company's website following requisite shareholder approval under SEBI SBEB Regulations, wherever applicable
  • Uploaded scheme documents contain information as required under SEBI SBEB Regulations
  • Rationale for any redaction of information was placed before the Board of Directors for consideration and approval, wherever applicable

Report Details and Limitations

The report was signed by Nitesh Latwal, Partner, PI & Associates, bearing ACS No. 32109, CP No. 16276, Peer Review No. 1498/2021, and UDIN A032109H000324852, dated May 12, 2026, from New Delhi. The firm noted that the report is solely intended for compliance purposes under Regulation 24A(2) of the Listing Regulations and does not constitute an audit, an opinion on financial records, or an assurance on the future viability of the company.

Historical Stock Returns for NIIT Learning Systems

1 Day5 Days1 Month6 Months1 Year5 Years
-0.73%-13.00%-27.71%-31.44%-31.72%-38.12%

How might NIIT Learning Systems' consistent regulatory compliance record influence investor confidence and potential institutional interest in the stock going forward?

Given the clean secretarial audit for FY2026, what strategic expansions or capital-raising activities could NIIT Learning Systems pursue that were previously noted as not applicable, such as issue of capital or non-convertible securities?

How does NIIT Learning Systems' compliance track record compare to peers in the corporate learning and workforce development sector, and could this become a competitive differentiator in winning large enterprise contracts?

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NIIT FY26 PAT Rises 9%, Dividend Rs 3.25

5 min read     Updated on 14 May 2026, 08:54 AM
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NIIT Learning Systems Limited announced its audited financial results for the quarter and full year ended March 31, 2026. Consolidated Q4 FY26 revenue rose 22% YoY to Rs. 525.2 Cr, while PAT surged 58% to Rs. 77.1 Cr. For the full year, revenue increased 18% to Rs. 1,952 Cr and PAT stood at Rs. 247.7 Cr. The Board recommended a final dividend of Rs. 3.25 per share. The company added 21 annuity clients in FY26, achieving revenue visibility of USD 459 Million.

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NIIT Learning Systems Limited announced its audited financial results for the quarter and full year ended March 31, 2026. The Board of Directors approved the results at its meeting held on May 12, 2026. Newspaper advertisements were subsequently published in Financial Express and Jansatta on May 13, 2026, under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

On a consolidated basis, Q4 FY26 revenue from operations stood at Rs. 525.2 Cr, up 22% year-on-year from Rs. 429.71 Cr in Q4 FY25. Consolidated profit after tax for the quarter surged 58% to Rs. 77.1 Cr from Rs. 48.72 Cr in the prior year period. For the full year, consolidated revenue from operations grew 18% to Rs. 1,952 Cr from Rs. 1,653.26 Cr in FY25, while profit after tax stood at Rs. 247.7 Cr versus Rs. 227.5 Cr in FY25. The Board recommended a final dividend of Rs. 3.25 per equity share for FY2025-26, subject to shareholder approval at the Annual General Meeting.

Consolidated Financial Performance

The company delivered broad-based growth across key financial metrics. Q4 FY26 EBITDA came in at Rs. 100.2 Cr with an EBITDA margin of 19.1%, while full-year EBITDA stood at Rs. 395.7 Cr with a margin of 20.3%. The company recorded an exceptional item of Rs. 28.63 Cr in Q4 FY26. Free cash flow for Q4 FY26 stood at Rs. 72.7 Cr, up from Rs. 49.4 Cr in Q4 FY25. The following table presents the key consolidated financial metrics (Rs. in Millions):

Metric: Q4 FY26 (Audited) Q3 FY26 (Unaudited) Q4 FY25 (Audited) FY26 (Audited) FY25 (Audited)
Revenue from Operations: 5,252.19 4,996.95 4,297.10 19,519.84 16,532.64
Other Income: 41.33 104.23 126.28 359.55 449.12
Total Income: 5,293.52 5,101.18 4,423.38 19,879.39 16,981.76
Total Expenses: 4,639.50 4,261.99 3,723.03 16,839.81 13,807.10
Profit Before Exceptional Items & Tax: 654.02 839.19 700.35 3,039.58 3,174.66
Exceptional Items (net): 286.32 109.01 (7.48) 272.21 (111.09)
Profit Before Tax: 940.34 948.20 692.87 3,311.79 3,063.57
Total Tax Expense: 169.21 204.77 205.72 834.56 788.57
Profit After Tax: 771.13 743.43 487.15 2,477.23 2,275.00
Total Comprehensive Income: 1,027.70 859.77 588.25 3,338.86 2,411.92
Basic EPS (Rs.): 5.61 5.42 3.58 18.09 16.75
Diluted EPS (Rs.): 5.48 5.28 3.45 17.66 16.15

Client Base and Revenue Visibility

NIIT Learning Systems added 21 global long-term annuity clients during FY26, including 5 new clients in Q4. The company ended the year with 110 long-term annuity clients and revenue visibility of USD 459 Million, up 18% year-on-year. AI-enabled offerings now contribute approximately 13% of revenue.

Parameter: Details
Long-Term Clients (Year-End): 110
New Annuity Clients Added (FY26): 21
New Clients Added (Q4): 5
Revenue Visibility: USD 459 Million (up 18% YoY)
Q4 Contract Expansions: 2
Q4 Contract Renewals: 2

Key Acquisitions and Exceptional Items

The financial results for FY26 were impacted by two significant acquisitions. On July 9, 2025, NIIT (Ireland) Limited acquired a 100% equity stake in MST Investment Holding GmbH and its subsidiaries for a total consideration of up to EUR 22.37 Million. On January 9, 2026, NIIT (USA), Inc. acquired a 100% equity stake in SweetRush Inc. for an aggregate purchase price of up to USD 26.80 Million. Acquisition-related expenses for the current quarter amounting to Rs. 20.08 Million (year ended March 31, 2026 — Rs. 146.91 Million) were disclosed as exceptional items. The Group also reversed Rs. 752.57 Million of contingent consideration related to the St. Charles Consulting Group acquisition during the year, and took a provision for impairment in carrying value of a minority strategic investment of Rs. 91.59 Million, both classified as exceptional items. Additionally, the increase in gratuity liability attributable to past service costs amounting to Rs. 135.28 Million, arising from the Government of India's notification of the new Labour Codes in November 2025, was disclosed as an exceptional item.

Acquisition / Item: Details
MST Investment Holding GmbH (Acquired July 9, 2025): Up to EUR 22.37 Million
SweetRush Inc. (Acquired January 9, 2026): Up to USD 26.80 Million
St. Charles Contingent Consideration Reversed (FY26): Rs. 752.57 Million
Minority Strategic Investment Impairment: Rs. 91.59 Million
Labour Code Gratuity Exceptional Item: Rs. 135.28 Million

Standalone Financial Performance

On a standalone basis, the company reported Q4 FY26 revenue from operations of Rs. 1,238.84M. Profit after tax for the quarter stood at Rs. 136.33M compared to Rs. 226.24M in Q4 FY25. For the full year, standalone revenue from operations was Rs. 5,319.13M versus Rs. 4,834.82M in FY25, while standalone profit after tax was Rs. 1,046.27M compared to Rs. 1,287.30M. The standalone balance sheet as at March 31, 2026 showed total assets of Rs. 9,612.05M and total equity of Rs. 7,993.60M, with reserves excluding revaluation reserves at Rs. 7,718.21M.

Metric: Q4 FY26 (Audited) Q3 FY26 (Unaudited) Q4 FY25 (Audited) FY26 (Audited) FY25 (Audited)
Revenue from Operations: 1,238.84 1,430.38 1,299.58 5,319.13 4,834.82
Profit After Tax: 136.33 127.89 226.24 1,046.27 1,287.30
Basic EPS (Rs.): 0.99 0.93 1.66 7.64 9.48
Diluted EPS (Rs.): 0.97 0.91 1.60 7.46 9.14

ESOP and Capital Structure

During the quarter, under the NLSL Employee Stock Option Plans (NLSL ESOP 2023-0 and ESOP 2024), 353,000 equity shares were issued, 25,000 options lapsed, and 10,275,592 options remained outstanding as on March 31, 2026. The paid-up equity share capital as at March 31, 2026 stood at Rs. 275.04M (face value of Rs. 2 each, fully paid). Consolidated reserves excluding revaluation reserves stood at Rs. 15,153.48M for FY26.

ESOP Parameter: Details
Shares Issued (Quarter): 353,000
Options Lapsed (Quarter): 25,000
Options Outstanding (March 31, 2026): 10,275,592
Paid-Up Equity Share Capital: Rs. 275.04M
Consolidated Reserves (FY26): Rs. 15,153.48M

Historical Stock Returns for NIIT Learning Systems

1 Day5 Days1 Month6 Months1 Year5 Years
-0.73%-13.00%-27.71%-31.44%-31.72%-38.12%

How will the integrations of SweetRush Inc. and MST Investment Holding GmbH contribute to NIIT Learning Systems' revenue and margin profile in FY27, and are further acquisitions in the talent development space likely?

Given that AI-enabled offerings currently represent 13% of revenue, what is management's target timeline and strategy to scale this contribution, and how might it reshape the company's competitive positioning against global L&D peers?

With standalone profit after tax declining ~19% year-on-year in FY26 despite revenue growth, what structural factors are pressuring the standalone entity's profitability and how does management plan to address them?

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