Rajendra Singh Pawar, promoter of NIIT Learning Systems Limited , has declared that neither he nor the promoter group or persons acting in concert (PAC) have encumbered any shares of the company during the financial year 2025-26. The disclosure was made pursuant to Regulation 31(4) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

The declaration confirms that no shares of NIIT Learning Systems Limited were encumbered directly or indirectly by the promoter group during FY26. This filing ensures compliance with regulatory requirements regarding the disclosure of share encumbrances by promoters.

The communication was addressed to the Corporate Relationship Department of BSE Limited and the Listing Department of the National Stock Exchange of India Limited. The declaration was signed by Rajendra Singh Pawar in his capacity as promoter.

NIIT Learning Systems Limited has undertaken a capital restructuring of its step-down subsidiary, NIIT Learning Solutions (Canada) Ltd, to return excess cash following the completion of a major contract. The decision, approved by the board of directors of NIIT (Ireland) Limited, involves reducing the par value of shares to distribute funds back to the parent entity. This restructuring is not expected to have any material adverse impact on the financials of the subsidiaries or the consolidated financials of the company.

The restructuring was necessitated after NIIT Canada successfully completed a large training contract in the real estate sector in September 2025. Post-completion, the scale of operations and capital requirements decreased significantly. As of March 31, 2026, the subsidiary held cash and bank balances of CAD 9.9 Mn, which materially exceeded the requirements of its current operations.

NIIT Ireland, acting as the sole shareholder, approved the reduction of the par value of issued and outstanding common shares by an aggregate amount of CAD 5,058,493.00. This amount is being returned to NIIT (Ireland) Limited in accordance with applicable British Columbia law. Prior to the restructuring, NIIT Canada had a capital of CAD 9,197,260, comprising 9,197,260 common shares with a par value of CAD 1 each, and a net worth of CAD 11.05 Mn.

Following the restructuring, the share capital of NIIT Canada will stand reduced to CAD 4,138,767. This will consist of the same number of common shares, 9,197,260, but with a reduced par value of CAD 0.45 each. NIIT Canada will continue to remain a wholly owned subsidiary of NIIT Ireland and a step-down subsidiary of the Company, with no change in the overall shareholding pattern.

Key Financial Details of NIIT Canada