Shareholders meeting

August 12, 2026 The Manager The Manager National Stock Exchange of India Limited BSE Limited Exchange Plaza, Bandra Kurla Complex, Phiroze Jeejeebhoy Towers, Bandra (E), Mumbai - 400 051 Dalal Street, Mumbai - 400 001 Subject: Notice of 43rd Annual General Meeting and Annual Report – 2025-26 Scrip Code: BSE - 500304; NSE - NIITLTD Dear Sir/Madam, This is further to our letter dated August 6, 2026, informing that the 43rd Annual General Meeting (‘AGM’) of the Members of the Company shall be held through Video Conferencing (‘VC’)/ Other Audio Visual Mode (‘OAVM’) on Wednesday, September 9, 2026, at 10:00 A.M. (IST) to transact the business, as set out in the Notice of the AGM. In compliance with Regulation 34(1)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), please find enclosed electronic copy of the Notice of the 43rd AGM and the Annual Report comprising inter alia Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2026, the Board’s Report and the Auditors’ Report, being sent by email to those Members whose email addresses are registered with the Company, Registrar & Share Transfer Agent and Depository Participants. A letter containing the weblink and QR code to access the Annual Report is also being sent to the members who had not registered their email addresses. The requirement of sending physical copy of the Notice of the AGM and Annual Report to the Members has been dispensed with vide MCA Circular(s) and SEBI Circular(s). The Notice of the AGM and the Annual Report are available on the website of the Company at www.niit.com. The Company is providing facilities to the members for voting through remote e-voting, for participation in the AGM through VC/ OAVM and e-Voting during the AGM. National Securities Depository Limited (‘NSDL’) will be providing these facilities. The procedure for e-Voting and participating in the meeting through VC/ OAVM is mentioned in notes of the AGM Notice. The shareholders of the Company holding shares as on the cut-off date i.e., Wednesday, September 2, 2026, shall be entitled to cast their vote through remote e-Voting and attend the meeting through VC/ OAVM & e-Voting thereat. The remote e-Voting period shall commence on Friday, September 4, 2026 (9:00 A.M. IST) and ends on Tuesday, September 8, 2026 (5:00 P.M. IST). The remote e-Voting module shall be disabled by NSDL for voting thereafter. Once a vote is cast via remote e-Voting, it cannot be changed. The remote e-voting shall also be available to members during the AGM on September 9, 2026, who had not vote earlier during the remote e-Voting period. If a member cast votes through both remote e-Voting and e-Voting during the AGM, the vote cast through remote e- Voting will prevail. Kindly acknowledge the receipt. Thanking you, For NIIT Limited Arpita Bisaria Malhotra Company Secretary & Compliance Officer Encls: a/a LEAD LEAP ANNUAL REPORT 2025-26 LEARNING FOR LIFE PARTNERSHIPS FOR GROWTH INNOVATION FOR IMPACT PEOPLE AT THE CORE NOTICE Corporate Overview Statutory Reports Financial Statements Contents 01 Our Vision 02 02 Chairman's Message 04 03 Corporate Information 06 04 NIIT at a glance 08 05 Notice 19 Board's Report 40 07 Management Discussion and Analysis Report Business Responsibility and 08 80 Sustainability Report 09 Corporate Governance Report 109 10 Standalone Financial Statements AI PEOPLE LEARNING 11 Consolidated Financial 196 Statements ANNUAL REPORT 2025-26 LLEEAADD THTHEE 022 LLEEAAPP NOTICE Corporate Overview Statutory Reports Financial Statements TOGETHER We Learn We Innovate We Create Impact INSPIRED MINDS ONE TEAM LASTING IMPACT Nurturing curiosity and Together with trust, Driving innovation and empowering continuous diversity and a creating value for a learning shared purpose better tomorrow LEAD THE 033 ANNUAL REPORT 2025-26 LEAP Chairman’s Message Dear Shareholders, When NIIT was founded in 1981, the challenge before India was clear: technology was advancing faster than the availability of people trained to use it. Forty-five years later, the nature of technology has changed dramatically, but the fundamental challenge remains. Artificial Intelligence is now reshaping work and industries at a pace that makes continuous learning essential. The financial year 2025-26 was an important year in NIIT’s evolution. We chose to invest ahead of the curve, strengthening our capabilities, broadening our customer base and building the platforms required for the next phase of growth. The external environment remained uneven. Hiring by large technology services companies was cautious, fresh-hire training volumes were volatile, and the BFSI sector saw a period of restraint. Yet beneath these cyclical pressures, a larger structural shift gathered momentum: enterprises began moving from experimenting with AI to deploying it at scale. FROM LEARNING ABOUT AI TO BUILDING WITH AI This transition is creating a new skills architecture. Organisations need leaders who can shape AI strategy, professionals who can work effectively with AI, and technologists who can build, orchestrate and govern autonomous systems. During FY’26, NIIT expanded its capabilities across this spectrum. We launched programs in Generative AI and Agentic AI, including the Building Agentic AI Systems program, and deepened our work across Cybersecurity, Data Engineering and Digital Architecture. The early signals are encouraging. Revenue from AI programs reached 8% of total revenues in the fourth quarter, with AI-related programs extending across our Global Systems Integrator, GCC and India Enterprise clients. We also continued to invest in AI-enabled learning infrastructure and specialised capability for faster content development and program innovation. Importantly, iamneo completed its first year within the NIIT ecosystem. Its strategic significance extends beyond the addition of a new business. It gives NIIT a presence across the talent lifecycle, from universities and early-career learners to working professionals and large enterprises. During the year, iamneo advanced its AI-powered SaaS platform across automated coding labs, assessments and placement management, strengthening our ability to connect learning, assessment, employability and talent deployment at scale. PERFORMANCE IN A YEAR OF INVESTMENT Against a challenging operating backdrop, NIIT delivered consolidated revenue of Rs. 3,902 million, an increase of 9% over the previous year. Reported growth was led by the integration of iamneo. Technology programs grew 20% and contributed 72% of revenue. Order intake increased 17% to Rs. 4,209 million, and we added 64 new enterprise and institutional customers during the year. Our enterprise franchise now spans more than 200 corporate relationships, with over 90% of revenue being repeat business from existing customers. Enduring customer relationships remain among the strongest measures of relevance and trust. FY’26 was also a deliberate investment year. We invested in go-to-market capability, products, platforms and people while some traditional demand pools remained under pressure. These investments affected near-term profitability, with EBITDA at negative Rs. 40 million and PAT at Rs. 53 million, both lower than NIIT has lived through several technology transitions. the previous year. We do not take this outcome lightly. At the same time, protecting short-term margins at the cost of underinvesting in a generational Each one has changed the tools people use; this one technology transition would not serve the long-term interests of the Company or its shareholders. may change the nature of work itself. That makes our Our strong balance sheet gives us the capacity to make these choices with purpose more relevant, not less. discipline. Cash and cash equivalents stood at Rs. 7,103 million at year-end, providing flexibility to continue investing while evaluating selective opportunities th [Showing first 8,000 characters — download PDF for full document]