NIIT Learning Systems Limited (NSE:NIITMTS)
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May 8, 2026, 3:29 PM IST
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Q3 25/26

Jan 28, 2026

Operator

Ladies and gentlemen, good day, and welcome to NIIT Learning Systems Limited Q3 FY 2026 earnings conference call. As a reminder, all participant lines will be in the listen-only mode, and there will be an opportunity for you to ask questions after the presentation concludes. Should you need assistance during the conference call, please signal an operator by pressing star then zero on your touchtone phone. Please note that this conference is being recorded. I now hand the conference over to Mr. Vijay Thadani, Vice Chairman and Co-founder. Thank you, and over to you, Mr. Thadani.

Vijay Thadani
Vice Chairman and Co-founder, NIIT Learning Systems Limited

Thank you. Good afternoon, everyone. Thank you for joining the NIIT Learning Systems Limited Q3 FY 2026 earnings call and thank you very much for your continued interest. We know you had other commitments today, but you decided to give your time to us. We are grateful to you. Q 3 is an interesting quarter, and we'll begin with some prepared remarks and key business updates, including the inorganic activity, and then we'll follow it with Q&A. Just as a matter of record, before we begin, some comments that we may be making may be forward-looking and subject to risks and uncertainties, and actual results may differ materially. We want you to note that. The agenda is to discuss the Q3 FY 2026 results.

Second, on our progress on our AI-first strategy and AI-enabled revenue. Third, an update on the inorganic activity which we completed during the quarter. Fourth, to discuss the outlook for the rest of the year, and then the rest of the time for question and answers. I have with me the Chairman of the company, Mr. R.S. Pawar, the CEO of the company, Mr. Sapnesh Lalla, the CFO of the company, Mr. Sanjay Mal, Mr. Kapil Saurabh, who heads the M&A and investor relations, as well as our other senior colleagues from accounts, finance, accounts, and other governance functions. I'll now hand you over to Sapnesh Lalla for his opening comments.

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

Thanks, Vijay, and good afternoon to all of you, and thank you for joining the call. In my prepared comments, I will review our performance in Q3 and share our view on the path ahead. Let me first set the context. The global environment, as you might be aware, remains uncertain. Client decisions, decision-making cycles are still elongated, and discretionary spending continues to be closely scrutinized. At the same time, we continue to see sustained demand for outsourcing and operating model transformation as clients focus on cost agility and productivity. We continue to see wallet share expansion across a wide range of our clients, though the overall environment continues to remain dynamic. AI is continuing its rapid march to becoming mainstream, with significant investments by early movers across different segments. This represents a once-in-a-lifetime opportunity for us, as we have often stated.

In this context, we delivered another quarter of strong execution in line with our guidance. The revenue for the quarter was INR 4,997 million, was up 5% quarter-on-quarter and 19% year-on-year. In constant currency terms, the revenue grew 2.5% quarter-on-quarter and 11% year-on-year. Excluding the real estate contract that came to an end, as of June 30th, 2025, the growth was 9% quarter-on-quarter and 28% year-on-year. The organic revenue growth was 14% year-on-year. Growth was driven by customer ramp-ups and wallet share expansion, along with stronger contribution from MST as we moved past the seasonally soft vacation period in Europe.

Robust growth underscores the strength of our go-to-market engine, as well as the trust and faith our clients have in our delivery and execution capability, especially for their critical needs. Importantly, our growth continues to be broad-based across services, supported by a healthy flow of new wins as well as renewals. Our ability to expand wallet share with existing clients remains a key growth lever, supported by deepening relationships and demonstrated delivery excellence. While spend from existing clients improved modestly, the recovery remains gradual, and overall spend is still below pre-slowdown levels. We remain cautiously optimistic on the environment and the business impact that we can cause. Notably, the business continues to outperform its peers, demonstrating resilience through industry-leading growth and profitability. Our customer momentum and revenue visibility remains strong.

Within the quarter, we signed four new MTS clients, one in life sciences, two across BFSI, and one in the energy sector. We also completed four renewals, and we delivered one significant scope expansion. As a result, our MTS customer tally increased to 107 at the end of the quarter. The revenue visibility improved to $415 million, up from $409 million previous quarter, and $391 million U.S. dollars same period last year. Our profitability remained resilient, with margins in the guided range. The EBITDA for the quarter was INR 1,038 million. It was up 10% year-on-year, with EBITDA margin at 20.8%, which was within the range that we guided. Margins benefited from improved utilization, as well as MST's stronger contribution.

This was partially offset by seasonality in the St. Charles business, and absence of the real estate contract contribution from the real estate contract this quarter. We remain disciplined on delivery and productivity, while continuing targeted investments to support our growth across improvements in capability or investments in capability building, as well as go-to-market. We made significant progress in building our AI capability. We now have a pole position in the L&D market, as acknowledged by our customers as well as industry analysts. NIIT has always been at the cutting edge of technology and learning. Our AI-First strategy in learning has evolved into a considerable point of differentiation for us. We have gone live with a number of enterprise deployments of our AI solutions. Notably, the total AI-enabled revenue grew to about 11% of the business this quarter. Spending another couple of minutes in on financials.

Our depreciation and amortization was at INR 194 million. Net other income was INR 104 million, compared to INR 26 million last year, and negative INR 89 million in the previous quarter. It's important to note that the key components included INR 87 million of treasury income, the net exceptional gains of INR 109 million, comprising of a gain of INR 298 million due to fair value adjustment in the future acquisition liability with respect to St. Charles. Transaction expenses of INR 54 million on account of acquisition of SweetRush. One-time impact due to increase in employee liabilities due to the new Wage Code of INR 135 million. The net other expense on of INR 92 million, and this included Forex loss of INR 61 million. It also included interest cost of INR 23 million . Tax was at INR 205 million.

The effective tax rate was 22% versus 32% last quarter, primarily due to no tax on the gain from adjustment in future acquisition liability. The PAT was at INR 743 million. The EPS was at INR 5.42. The balance sheet and cash flow metrics remain strong. The DSOs stood at 74 days, as compared to 66 days last quarter and 62 days last year, reflecting business mix seasonality and exchange rate movement. Cash and cash equivalents were at INR 9,046 million. CapEx for the quarter was INR 126 million versus INR 99 million in last quarter on account of ongoing investments in AI, as well as some of the infrastructure refresh that was accomplished during last quarter.

The operating cash flow was INR 1,038 million, as compared to INR 777 million in the previous quarter, with free cash flow of INR 920 million for Q3. Net cash was at INR 6,927 million, was up from INR 5,917 million last quarter. Our headcount was at 2,433 at the end of quarter three, up 77 year-on-year and down 38 quarter-on-quarter. Let me spend a minute on the overall market. Like I pointed out in my opening comments, market volatility continues to heighten the emphasis on cost optimization, prompting increased client engagements on large-scale cost takeout, as well as transformation initiatives, although the decision cycles are elongated.

AI and its profound impact on the practice of L&D is real and starting to become visible. Early adopters are starting to take advantage of AI with our assistance. We think this has the potential to be a multi-year growth opportunity, especially for NIIT Learning Systems Limited. We believe NLSL is well positioned to capture a disproportionate share of these opportunities, underpinned by continued investments in AI, consulting and advisory services, and sales and marketing, and go-to-market activities. A strong brand as a trusted and reliable market leader, as well as an organization that its clients trust with some of the most critical L&D tasks. Our deal pipeline continues to remain robust, with active opportunities across large outsourcing deals, spanning technology, automotive, life sciences, BFSI, and other sectors.

We would, however, like to point out that due to the significant market uncertainty, that decision making cycles are starting to stretch beyond what we would consider typical. We continue to see accelerating structural transformation across industries we serve, driven by digitization, decarbonization, biopharma innovation, and AI. AI being mother of all key innovations at this time. Many organizations are actively restructuring to improve cost agility, fueling increased demand for outsourcing. This environment is triggering an uptick in outsourcing activity, and NLSL is uniquely positioned to capitalize, especially as select competitors face strategic or operational distractions. A minute on the investments we've made this past quarter and continue to make going forward. NLSL continues to make disproportionate investments in new capabilities and go-to-market strength.

Generative AI is becoming increasingly central in client discussions, though broader adoption at enterprise scale for L&D remains cautious. Nonetheless, we are rapidly expanding our use of AI across multiple work streams. Where deployed, we are becoming more ambitious in delivering measurable learning outcomes for clients, while also realizing notable efficiency gains. We, as mentioned earlier, continue to invest disproportionately in our go-to-market capability, as you saw recently with the acquisition of MST, where we invested significantly to implement go-to-market capability in the DACH region. We announced on January 9th, NIIT Learning Systems acquired 100% of SweetRush, which is an award-winning provider of human-centered AI-enabled learning experiences, strategic training interventions, XR immersive learning programs, certification programs, and talent solutions, for Fortune 1000 corporations, along with professional associations and not-for-profit organizations.

Founded in 2001, SweetRush, headquartered in San Francisco, California. The purchase price for this acquisition was up to $26 million, including EBITDA-based earn-outs over a five-year period, creating strong alignment with outcomes expected from the business. This moves us up the value chain. It strengthens our proposition in outcomes-led, performance-critical learning, and complements NIIT's scaled managed services, managed learning services engine. High-quality client base with high stickiness, long-standing enterprise relationships, strong repeat business, and certification-led revenue streams add attractive adjacencies beyond our current mix. The company has annualized revenue of approximately $22 million, with double-digit margin. Q3 is typically the strongest quarter for the company, contributing about 35%-38% of the revenue.

Clear synergy roadmap and opportunity to convert project-led work into longer duration managed engagements across and cross-sell of NIIT's global MLS platform into SweetRush's client base makes the acquisition attractive to NIIT clients, as well as its contribution to NIIT's bottom line. Margin, like I pointed out, is in early double digits, with near-term expected improvements through delivery mix optimization and operating leverage. We think that the company will become margin accretive over the next six to eight quarters. It is EPS attractive, starting FY 2027. The leadership continuity and integration plans to preserve SweetRush's creative edge has been preserved and integration plans to bring both the companies together so that they can leverage each other's key capabilities has been implemented. A minute on our guidance.

For Q4, we expect revenues to grow, revenue growth to be 10%-12% quarter-on-quarter, or 25%-26% year-on-year in constant currency terms. The growth is aided by robust contract pipeline, continued ramp-up in new clients, and impact of acquisition from of SweetRush. For the full year, FY 2026, we expect revenue growth to be 14.5%-15% in constant currency terms. Margins are expected to be in the 20%-21% range for the full year and for Q4. With that, I'll hand back the meeting to Vijay for any comments and then for Q&A.

Vijay Thadani
Vice Chairman and Co-founder, NIIT Learning Systems Limited

No, I, I think, Sapnesh, you covered it all. We'll open it up for Q&A, so that everybody gets time to ask their questions.

Operator

Thank you. We will now begin the question-

Vijay Thadani
Vice Chairman and Co-founder, NIIT Learning Systems Limited

Operator

Operator

and answer session.

Vijay Thadani
Vice Chairman and Co-founder, NIIT Learning Systems Limited

Yeah.

Operator

Anyone who wishes to ask a question may press star and one on your touch-tone telephone. If you wish to remove yourself from the question queue, you may press star and two. Participants are requested to use handsets while asking a question. Ladies and gentlemen, we will wait for a moment while the question queue assembles. The first question comes from the line of Bharat Gulati with Dalal & Broacha Stock Broking. Please go ahead.

Bharat Gulati
Analyst, Dalal & Broacha Stock Broking

Yeah. Hi, sir. Thank you for the opportunity. I just want to understand, our EBITDA margins going forward, given that SweetRush is at a lower EBITDA than our traditional business, what would the outlook be for, let's say, the next one year? If you can throw some light on that.

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

It will be in the 20% range.

Bharat Gulati
Analyst, Dalal & Broacha Stock Broking

So would that mean that we would be, we would see EBITDA margins coming up for SweetRush immediately as the quarters go on by?

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

No. Like I pointed out, it would take about six to eight quarters for SweetRush's margins to become accretive. We would have every endeavor to get them to become accretive sooner. However, through other initiatives, we will, we plan to ensure that the margins stay above the threshold.

Bharat Gulati
Analyst, Dalal & Broacha Stock Broking

Okay, got it. And sir, on our cross-sell opportunity that has come with both the acquisitions, the SweetRush as well as the MST one, how do we see that transpiring to our traditional revenue growth? How much will that aid our organic growth in terms of MST clients, MTS clients, and how would that look like?

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

We expect that both the acquisitions will result into acceleration in managed learning services clients. It's still a little early to provide concrete information, but we think that each year we might be able to add one additional MTS client or convert one MTS client out of the set of project clients that SweetRush and MST have.

Bharat Gulati
Analyst, Dalal & Broacha Stock Broking

And then how would it work on the other side in terms of how SweetRush and how would we leverage their services, and then in turn, you know, how would we see growth in those two companies then come in leveraging our client base? So can we quantify that in certain ways? How much will that aid our revenue going forward and if you can put a number to it or maybe give a broad understanding? Hello?

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

Set up workshops where NIIT is participating in workshops with SweetRush clients, and SweetRush is participating in workshops with NIIT clients such that we are able to introduce each other's services to our key clients.

Bharat Gulati
Analyst, Dalal & Broacha Stock Broking

Okay. Okay, got it. So just one last question, sir. Barring our Ricoh contract falloff this quarter, what would have been growth for us? What kind of growth would have we seen if we adjust that?

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

Like I pointed out, growth without the Ricoh contract would have been 28% year-on-year and 9% quarter-on-quarter.

Bharat Gulati
Analyst, Dalal & Broacha Stock Broking

Okay, sir. Yeah. Thank you, sir. Thank you for that. That's it.

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

A substantial improvement in margin.

Operator

Thank you. Next question comes from the line of Ganesh Shetty, an individual.

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

[audio distortion].

Operator

Yep. Next question comes from the line of Ganesh Shetty, an individual investor. Please go ahead.

Ganesh Shetty
Shareholder, Private Investor

So, congratulations for the strong quarter in a traditionally weak quarter and the macro challenges. So, my first question is regarding embracing of AI-related services by our clients, and also our convincing new clients to have L&D activities in MTS area. So, can you please throw some light on this, sir?

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

See, like I pointed out, AI is going to be the game changer for learning and development. We've been investing in AI over the last three years, and we are starting to see AI take root, at least across the key early adopters in our clients. We have a handful of significant-

Operator

Conference is now being recorded.

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

A handful of significant enterprise great implementations, and we think that these implementations will only accelerate over a period of time.

Ganesh Shetty
Shareholder, Private Investor

My second question is regarding the life science segment. As life science segment is one of the major consumption of AI related L&D services, is there any early indication that our AI-based learning systems are providing a synergy for a lot of life science companies? Can you throw some light on this, sir?

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

You are right, they are early adopters. In fact, one of our large life sciences customers has been an early adopter, and they've seen benefits, and they are moving from ... to enterprise level adoption as we speak.

Ganesh Shetty
Shareholder, Private Investor

Thank you very much, sir, for all the work, question, answer, and all the best for the future.

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

Thank you. Thanks for your kind words. Thank you.

Operator

Thank you. Next question comes from the line of [Rajkumar Vidyanathan] with RK Invest. Please go ahead.

Rajkumar Vidyanathan
Analyst, RK Invest

Yeah, I... Can you hear me?

Operator

Yes.

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

Yeah.

Rajkumar Vidyanathan
Analyst, RK Invest

Thank you for the opportunity. Actually, I have three questions. I want to understand, you know, you're saying that you're already deploying these AI services, and they are seeing good traction. So broadly, if I split this AI training, generally it will come under three categories, right? One is training on, you know, random data. I was hearing an echo. Okay. Can you hear me?

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

Please go ahead, follow what you were-

Rajkumar Vidyanathan
Analyst, RK Invest

Yeah. Can you hear me now?

Operator

Yes, please go ahead.

Rajkumar Vidyanathan
Analyst, RK Invest

Yeah. So, so in short, basically training, there is, fine-tuning and there is, inference, right? Do you actually train, corporates and, you know, customer enterprises on all the three categories? And if you do, what would be nice is if you give, give some examples of how that has played out. That would be, nice to hear.

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

So, I think the question was focused on, do we do a lot of training for our clients on how to use AI? I think the majority of work for our clients in using AI for delivery of training rather than delivering training on AI. We have a few clients for whom we deliver training that teaches their associates on how to use AI, but that's minority of what we do. The majority of what we do is build AI-enabled learning solutions for our clients, such that AI is helping run the learning and development for a client rather than teaching them on how to use AI.

Rajkumar Vidyanathan
Analyst, RK Invest

Okay. So is it possible to give an example?

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

Sure. One of the areas where we use a lot of AI is in personalizing learning experiences, building simulations of real-life scenarios that are delivered through AI impersonators or avatars, and provide coaching based off how a person did in that simulation. These simulations could be of scenarios with respect to sales, customer service, more complex scenarios such as financial reporting, consulting, and so on, so forth. So, we use AI to help simulate use cases that our clients often confront, help them confront those use cases and training use cases in a safe environment, and provide them feedback on how they did, so that when they go into real life, they are able to perform better.

Rajkumar Vidyanathan
Analyst, RK Invest

Okay. Thank you. I think this at least answers my question. Just one follow-up. So I assume you also use open-source models like Llama, you know, large language models. Do you also have some in-house models in addition to this, when you do this?

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

We built a fairly complex structure that allows us to use AI, both large language models as well as models that we have built in a secure environment. It would take me, and some of my colleagues a little bit longer to explain how we do this, but, we set up our infrastructure in such a way that it is safe and it is able to work with the right LLM for the right question.

Rajkumar Vidyanathan
Analyst, RK Invest

Okay. And I get it's the same for the generative AI use cases as well, right?

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

That's true.

Rajkumar Vidyanathan
Analyst, RK Invest

Okay. Yeah.

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

That's right.

Rajkumar Vidyanathan
Analyst, RK Invest

Thank you. Yeah.

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

Thank you.

Operator

Thank you. A reminder to all the participants that you may press star and one to ask a question. Next question comes from the line of Gaurav Nigam from Tunga Investments. Please go ahead, Gaurav.

Gaurav Tinga
Investment Professional, Tunga Investments

Yeah. Thank you, sir. So my first question is, if you look at in the last few years, we have done multiple acquisitions. I just wanted to check, how do you internally check whether the acquisition has gone in line with your expectation or not? I mean, typically we believe revenue expansion, synergy, and cross-sell that has happened. I mean, can you give me a sense of what are the metrics that you use? And if it is revenue expansion, how do the previous acquisitions have fared in the last few years, including the most recent MST Group acquisition?

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

So we typically do not use revenue expansion as a criteria. We use three key criteria. The first one being a market segment that could be attractive for us, however, hard to penetrate. A geography that would be attractive to us, where we have not been able to create a lot of penetration. And then the last one is a key capability. So if you look at the acquisition of St. Charles, that we did in November 2022, the thesis was we needed to create a capability in consulting and advisory services. We also found professional services firms as a key market segment that we wanted to penetrate, and St. Charles enabled us to achieve both scale in our consulting and advisory services, as well as market penetration with the likes of Big Four, as well as management consulting firms.

So our criteria is typically not and focus on revenue expansion, but to create ways in which we are able to penetrate market segments that are attractive, geographical markets, that are attractive, as well as key capabilities. The acquisition of MST enabled us to penetrate the DACH region in a more complete way.

Gaurav Tinga
Investment Professional, Tunga Investments

Got it. So my question is slightly different. What I was saying that, let's say, you-- when you acquired, like, St. Charles, you acquired with a thesis that you wanted to get into the consulting segment. But since the acquisition, it has been multiple years, has it fared as per your expectation or not? Like, what are the metrics that you use? One is at the time of acquisition, but over a period of time, how do you evaluate whether that has gone as per the expectation or not?

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

So, other than what I mentioned, we don't disclose the exact metrics that we look at. But what I would say is that, while St. Charles is in their final year of measurement, it has met the base criteria that we used to make that acquisition so far.

Gaurav Tinga
Investment Professional, Tunga Investments

Got it. Got it. Sir, one more related question on the acquisition. If I look at the acquisition frequency, it seems to have increased in the last one year or so. I mean, maybe smaller acquisition comparatively. But has anything changed in the external environment or internally, which is driving this change of going for higher number of acquisitions?

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

I would say, I mean, our ambition has been to become a more complete provider of managed learning services for our clients. The acceleration does not have a lot to do with market environment, but our desire to grow faster.

Gaurav Tinga
Investment Professional, Tunga Investments

Okay. Okay. Okay, more internally driven. Okay, I get it, sir. And sir, this is the last question from my side.

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

No, wait, wait.

Gaurav Tinga
Investment Professional, Tunga Investments

Sorry?

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

I was going to say, as we gain more muscle in terms of acquisitions, that also will be reflected in our pace of acquisitions.

Gaurav Tinga
Investment Professional, Tunga Investments

Understood. Understood, sir. Just a final question. When you look at revenue visibility, I think, two, two years back, it was largely driven by addition of new clients. I just wanted to check, when we look at revenue visibility now, how does it, the spread between the acquisition of new clients versus expansion of scope in the existing clients, and how do you see it going forward?

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

I think it's a healthy mix of both. We, as I mentioned earlier, our growth drivers are a healthy mix of wallet share expansion in our existing clients, as well as new client acquisition.

Gaurav Tinga
Investment Professional, Tunga Investments

Got it. Great. Thank you. Thank you.

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

Thank you.

Operator

Thank you. Next question comes from the line of Yohan Khinvasara with Asian Broking . Please go ahead.

Yohan Khinvasara
Equity Research Analyst, Asian Broking Private Limited

Hi. So congratulations on a great set of numbers. Could you provide any details as to, like, what the average ticket prices or contract, which is, when you onboard a new customer?

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

Our contracts tend to be between $1 million ... Typical contracts tend to be between $1 million and $5 million. A small percentage of contracts tend to be in the $10 million range per year.

Yohan Khinvasara
Equity Research Analyst, Asian Broking Private Limited

Okay. Okay, got it. Thank you so much, sir.

Operator

Thank you. A reminder to all the participants that you may press star and one to ask a question. Next question comes from the line of Manav Madewala with Mirae Asset Sharekhan. Please go ahead.

Manav Medewala
Equity Research Analyst, Mirae Asset Sharekhan

So my question is more towards a vertical mix. The industrial vertical has demonstrated impressive momentum over the last two quarters. I believe this would be majorly due to the acquisition of MST Group. So do you see this trajectory sustaining in FY 2027? And on the flip side, the others vertical seems to be consistently losing share. Is this a part of a conscious pivot or specific headwind you are facing in that vertical? That was my first question.

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

You're right. The acquisition of MST, and specifically the fact that most of their presence is in the German DACH region, which is dominated by industrials, that has given us a head start into industrials. We think that as we grow wallet share across the clients that MST currently has, as well as gain momentum and acquire new clients in the DACH region, we should see expansion in the industrials vertical. Whether it will grow disproportionately vis-à-vis others is hard to tell, because we are focusing across all the key verticals that we focus on.

With respect to your question on others, one of the key clients in the others segment was the real estate contract that we had, which ended on June thirtieth, twenty twenty-five, and consequently, you are seeing a decline in that segment.

Manav Medewala
Equity Research Analyst, Mirae Asset Sharekhan

Okay, okay, sir, thank you. Another question is more towards the bookkeeping. I wanted to ask on the finance cost part, is there any seasonality affecting our interest rate cycle? Because in the last three years, including FY 2026, third quarter has seen a decline, and then it inches up in quarter four.

Sanjay Mal
CFO, NIIT Learning Systems Limited

So this is Sanjay Mal. This is to do with the seasonality in terms of the interest rates movements. And to that extent, you will see the MTM variations which happen quarter on quarter. So in the first quarter this year, we had seen a bump up in quarter two, and there's come back obviously in quarter three.

Manav Medewala
Equity Research Analyst, Mirae Asset Sharekhan

Okay. Okay, got it. Got it. Okay. Thank you.

Operator

Thank you. Next question comes from the line of Bharat Gulati with Dalal & Broacha Stock Broking. Please go ahead.

Bharat Gulati
Analyst, Dalal & Broacha Stock Broking

Yeah, thank you for the opportunity. Thank you for the follow-up. I just want to understand, sir, what—how do we look at our verticals, which are... I mean, I see that, our tech and telecom has been growing extremely strong, and, life sciences as well, and BFSI. So is there something that is, playing out correctly in those verticals that, we are trying to replicate, or are not able to replicate currently in our rest of the verticals that will come out, so that will start happening as time progresses?

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

So the way we pick verticals of interest is as follows. Like you pointed out, tech and telecom, that's been a key vertical that's worked well for us, predominantly because the rate of change of technology is so high that it automatically creates need for training, not just employees as well as customers and partners of large technology companies. So it is an inherent annuity cycle for training, given the rate of change of technology. Other market segments that we have chosen include two key criteria. One is, are the market segments high on regulatory training?

So that creates an impedance or a sort of a flywheel, because regulatory or mandatory training programs need to be conducted year-on-year, and that creates a sort of a predictability in a line item that is mostly discretionary in nature. So we look for market segments that have high regulatory content. BFSI, life sciences, industrials are examples of market segments that are highly regulated. So in industrials, if you look at heavy manufacturing or automotive or energy or mining or aerospace, these are all market segments which are highly regulated and therefore consume a lot of mandatory training on a year-on-year basis and fit well with the annuity business model that we have.

We try not to focus on market segments that have traditionally shown a low spend on training. On the contrary, we look for market segments that have high spend on training. Professional services and management consulting firms are an example of a market segment where the per-employee investment in training is very significant, because, as you might imagine, a Big Four, highly regulated, and on top of that, their product is the employee or the consultant. So, they want to make sure that the consultant is highly trained, and consequently, in the professional services and management consulting segment, they spend 2x-3x of the average spend across Fortune 1,000 companies. So those are some of the criteria that we use to pick the segment that makes most sense for us.

Bharat Gulati
Analyst, Dalal & Broacha Stock Broking

Got it, sir. Got it. And sir, just to understand, in the SweetRush clientele, which segment would majorly contribute to SweetRush's revenue? And do we add any new verticals with that acquisition?

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

So, one of the things that we found very interesting about SweetRush is. A large part of their revenue comes from creating learning materials that are used to train an organization's extended enterprise, be it their customers or be it partners. So, for example, some of their clients are the largest chains in hospitality, where the training that SweetRush creates for them is used to train their franchisees, which in turn contributes positively to the business outcomes for the franchisee or the organization that's caring or paying for the brand and the customer service promise. Likewise, they have a number of clients that have large extended enterprises, some of them including professional associations, who offer training as a membership benefit, as well as not-for-profits who have extended enterprises.

So, that's an area of training where SweetRush is able to create training not as an activity that an organization consumes, but as a product that the organization sells, to create business outcomes. So that's something that we found very interesting, about SweetRush, and it creates a new opportunity for us, from a growth perspective.

Bharat Gulati
Analyst, Dalal & Broacha Stock Broking

Okay. Got it. And just one last thing, sir. Our utilization gains that we are seeing, which is helping inch up our margins, is that primarily due to the use of AI? And, if so, then where can we see that going up further?

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

I think utilization—I mean, we are seeing gains because of AI, but question that you asked about utilization gains are more focused on improved operational excellence.

Bharat Gulati
Analyst, Dalal & Broacha Stock Broking

All right. Yeah, that's okay. Thank you.

Operator

Thank you. Before I take the next participant, speaker, your voice is stretching a bit. Let me just quickly do some adjustments. Just give me a moment. All right, the next participant is Mr. Deepak from Sundaram Mutual Fund. Please go ahead.

Speaker 15

Yeah. Am I audible?

Operator

Yes, please go ahead.

Speaker 15

Yeah. So my first question is on SweetRush. So if I look at SweetRush calendar year dollar revenue growth, it was - 10%. And if I compare that with what we clocked in, let's say, our fiscal year FY 2025, it was in mid-single digits. So just wanted to understand, means, what was the reason for this 10% decline, and how much growth are we expecting, let's say, in calendar year 2026 from SweetRush? And at an overall company level, what is our guidance in CC terms for FY 2027 for the whole company also? That is my first question.

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

Yeah, I think, as you pointed out, SweetRush saw a challenging environment in 2024, and they were not alone. We saw a challenging environment as well, and it affected a large slate of training industries. I think that's really what caused them to see negative growth, what caused us to see single-digit growth. I think, as we look ahead, and as you pointed out, starting to see, modest but certain improvements in consumption. We've seen that across our clients.

Given the fact that most of SweetRush's clients tend to be organizations that serve an extended enterprise and use training as a product, they are likely to see, or they are likely to be the first to see an uptick, in their business. Because their business is directly linked to the performance of their clients.

Speaker 15

Okay. And so for FY 2027, then, at an overall company level, including SweetRush, what is our revenue and margin guidance?

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

For FY 2026? Is that your question, for FY 2026?

Speaker 15

No, 2026 is kind of over right now. I'm asking for the next fiscal year.

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

We will be preparing our budgets and our guidance for the next year over the next couple of months, and we will be publishing that in our next quarterly call.

Speaker 15

Okay. So one question on the cost front. If I look at our headcount, this quarter, there was a reduction of 38 people, but despite that, our employee cost has gone up 5% for QoQ. If I recall correctly, in the previous couple of calls, you highlighted that when things are uncertain, you would rather want your P&L to be more flexible. That's why you would want to execute more of the work through that professional and technical outsourcing route, rather than taking fixed cost on your P&L. But if I had to break down this quarter's analysis, then it is like there is a reduction in headcount, but increase in employee cost. And our professional technical outsourcing also is flat QoQ. Is there any change in strategy of how we deploy or execute the project?

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

There isn't a change in strategy. I think we make hiring choices across a multiple of different criteria. In this past quarter, we saw a reduction in offshore staffing, however, an increase in staffing onshore, both through increased go-to-market investments as well as some direct cost investments, where our employees need to be much closer to our clients.

Speaker 15

Okay. And so one bookkeeping question: So, if I look at your interest cost, this has come down this quarter. I'm presuming that it has something to do with your announced payment as well, which is linked to St. Charles. And you have already highlighted in the quarterly results that, due to some adjustment, we have recorded a fair value gain. So that means in future liability, it would go down to that extent. So would it be fair to assume that on a quarterly run rate, our interest expenses would be either at the current run rate or it would be lower?

Sanjay Mal
CFO, NIIT Learning Systems Limited

So, so the other income, as we, as you have, you know, observed that it has multiple components. One of the components, of course, is relating to this. And you're right, that the future acquisition liability has come down, but it depends, and it is linked to the performance as we go forward. And to that extent, there could be, you know, the impact in the other income as it would be coming.

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

He's asking whether in future interest will reduce. Our answer will be no.

Sanjay Mal
CFO, NIIT Learning Systems Limited

No, interest will be same.

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

Yeah, our debt has increased because of the acquisition.

Sanjay Mal
CFO, NIIT Learning Systems Limited

Yeah, because-

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

To consummate the St. Charles acquisition, we have funded part of it through debt, and therefore interest costs-

Sanjay Mal
CFO, NIIT Learning Systems Limited

No, no, you're talking about SweetRush.

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

Oh, I'm sorry, SweetRush, yeah. The interest cost on that debt will,

Sanjay Mal
CFO, NIIT Learning Systems Limited

Increase, increase.

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

On a quarter over.

Sanjay Mal
CFO, NIIT Learning Systems Limited

Yes, go on.

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

On the other hand, there are repayments which are happening on the other debt.

Sanjay Mal
CFO, NIIT Learning Systems Limited

Other debt.

Speaker 15

Okay.

Sanjay Mal
CFO, NIIT Learning Systems Limited

But for this quarter, it will increase.

Speaker 15

Yeah, yeah.

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

See, our approach is not to use our funds straightaway in the acquisition. If possible, we try to leverage it because I think it works out beneficial from more angles than one. And therefore, to that extent, the interest costs will change. But net cash or net earnings from treasury, I mean, interest cost paid minus interest or interest earned minus paid, that will always remain very positive.

Operator

Thank you. Next question comes from the-

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

Continuing to release cash.

Operator

Thank you. Next question comes from the line of Rahul Jain with Dolat Capital. Please go ahead.

Rahul Jain
Director, Dolat Capital

Yeah, hi. Thanks for the opportunity. Several of my questions are answered, just one or two. So firstly, on the organic growth for the quarter, I think you mentioned the number in the beginning, but I kind of missed it. If you could please repeat that.

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

Organic growth was 14% in INR and 7.2% in constant currency terms.

Rahul Jain
Director, Dolat Capital

7.2% in CC terms?

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

Yeah, in constant currency terms, YoY.

Rahul Jain
Director, Dolat Capital

Right. And what would be the Q2 CC number?

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

About 1.1%, organic QoQ, constant currency.

Rahul Jain
Director, Dolat Capital

Right. Thanks for that. Also, you, Sapnesh, you had this comment that AI could be a great opportunity, if you... and you have shared some input here, but, if you could help me connect the points, like, is it would be limited to providing training, which could be a more like a one-time training to a lot of enterprises, just like they train on train on different capabilities? Or this will be also extended to creating agentic solution on which we could be doing more like a recurring thing, because there will be constant enhancement that would happen to the product. And similarly, on the cost side, where we could be leveraging already and where we are aiming to leverage the AI to reduce our side of the cost as well?

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

So I would say all of the above. Some of our most exciting solutions are, like you pointed out, where our clients are able to get personalized learning experiences, personalized for each individual employee, or each individual student. And those leverage the agentic capabilities of AI, and in turn, result into subscription-based business models. We have a few use cases of those at enterprise grade, which are currently operational. We think that those solutions, A, have much stronger outcomes, and B, are able to create growth as well as improvements in profitability. But it will take time for them to become significantly more material than they are today.

We are taking advantage of low-hanging fruit with respect to efficiencies, and we've gained efficiencies using AI-enabled systems from an overall productivity of work performance.

Rahul Jain
Director, Dolat Capital

So just one part to it. You said that we also have a subscription business. So, on the tool that we are providing, apart from training on using that, we are also charging the agentic fee that then we might have created. Is that what you're trying to say?

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

That's correct.

Rahul Jain
Director, Dolat Capital

These are just few projects as of now, and yet to scale in terms of the adoption at current point?

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

That's correct.

Rahul Jain
Director, Dolat Capital

Right. But have we started creating solution which might suit many of our MTS clients? Or what is the go-to market for this kind of a thing? What is going to be the approach? How fast do you think this could become an opportunity in itself?

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

It is a significant opportunity. However, like I pointed out, it is going to take time to scale. And we are bringing these solutions to all our clients. Several clients or a handful of clients have, like I mentioned, implemented these at enterprise scale. My belief is that over the next 3-5 years, a large percentage, very large percentage of training would be delivered using the model that you described.

Rahul Jain
Director, Dolat Capital

Sure. And lastly, on the SweetRush business, are we expecting almost like a full quarter consolidation, or it is too early to call that out?

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

I think we consummated the transaction on ninth of January, so we would not be consolidating the full quarter. We would be consolidating the number of days in for which they have been part of NIIT in our third quarter in our fourth quarter.

Rahul Jain
Director, Dolat Capital

I guess, you mentioned somewhere that for them, the Q3 is the largest quarter. Is that what you mentioned somewhere?

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

Yeah, that is accurate. So quarter ending December is their largest.

Rahul Jain
Director, Dolat Capital

Okay. So from their own annualized run rate point of view, Q4 may not be fully divided by four kind of a number, and plus it would be there only for 80-odd days instead of a full quarter.

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

That's correct.

Rahul Jain
Director, Dolat Capital

With those things you said 10%-12% type of a growth for Q4, which was another comment.

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

What about that?

Rahul Jain
Director, Dolat Capital

Was there a comment that in Q4 you're expecting 10-12% QoQ growth as well?

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

That's correct. Inclusive of, SweetRush.

Rahul Jain
Director, Dolat Capital

Understood. Understood. Thank you. That's it from my side.

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

Thank you.

Operator

Thank you. Next question comes from the line of Pranay Jain from Banyan Tree Advisors. A reminder to all the participants that you must press star and one to ask a question. Thank you.

Pranay Jain
Research Analyst, Banyan Tree Advisor

Hello, sir. Thank you for this opportunity. So, couple of questions. Firstly, around margins. So, sir, as I understand, our real estate business was kind of higher margins, and that has gone away. So, on a like-for-like basis, if you could comment on, you know, the margin trajectory, that would be great. That is my first question, and then I'll ask my second question after that.

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

So our margin trajectory is in line with our guidance. We mentioned that, not inclusive of, the real estate business, our margin would be in the 20%-21% range, and that's where we have reached in Q3. Just a critical correction. It's not the real estate business. It is to train people who work in real estate business. Yeah, we are not in the business of transacting real estate.

Pranay Jain
Research Analyst, Banyan Tree Advisor

Yes, sir, my bad.

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

I guess you also meant the same, but I just wanted to. This call is being recorded. We suddenly shouldn't have taken switch to the real estate business.

Pranay Jain
Research Analyst, Banyan Tree Advisor

Yeah. Yeah.

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

Yeah.

Pranay Jain
Research Analyst, Banyan Tree Advisor

My bad, sir. Apologies. Sir, so, you know, we acquired the MST Group, and you made a comment that we have been making certain investments in terms of go-to-market strategy. So what would be the discretionary portion of this investment, which is, you know, kind of pulling our margins down temporarily, if at all?

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

Discretionary? I didn't quite understand the question. That's what you want to ask, what is the disproportionate component of the investment or additional investments that you are making? Oh, I think, like I pointed out, the key investments, we have made with respect to MST post-acquisition have been in strengthening their go-to-market, in the DACH region.

Pranay Jain
Research Analyst, Banyan Tree Advisor

Could you quantify it by any chance?

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

No, we don't break out investments based on market regions.

Pranay Jain
Research Analyst, Banyan Tree Advisor

Sure. Last question from my side. What is the cash component in your SweetRush deal? Like, what would be the split between the upfront cash that you have paid versus the future now that you would be paying?

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

I think we paid... Yeah, go ahead.

Sanjay Mal
CFO, NIIT Learning Systems Limited

Yeah, we paid about INR 10 million as an upfront, and the balance is on various milestones, and certain are on Q1, Q2, and the others are on the profit fees over the next five years.

Pranay Jain
Research Analyst, Banyan Tree Advisor

Okay, got it. That's it from my side. Thank you and all the best.

Operator

Thank you. Ladies and gentlemen, due to time constraints, we have reached the end of question- and- answer session. I would now like to hand the conference over to the management for closing comments.

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

It looks like we might have one more question, so it's if it's all... If there is a question, we can take that as the last question.

Operator

Yes. It's from the line of Trilok Joshi, an individual investor. Please go ahead.

Trilok Joshi
Shareholder, Private Investor

Hello? Hello? Hello?

Vijay Thadani
Vice Chairman and Co-founder, NIIT Learning Systems Limited

Yes, go ahead, Mr. Joshi.

Trilok Joshi
Shareholder, Private Investor

Yeah, yeah. Hi, extremely sorry. I missed the first 25 minutes, sir. What you, what you guidance for quarter four. Can you, can you repeat just in two, three minutes, if it possible, or can I get the email for your, this conversation before before tomorrow market open?

Kapil Saurabh
Head of Mergers and Acquisitions and Investor Relations, NIIT Learning Systems Limited

He just wants the guidance for quarter four or the email address.

Sapnesh Lalla
CEO, NIIT Learning Systems Limited

Why don't you give your email address, and maybe you can.

Kapil Saurabh
Head of Mergers and Acquisitions and Investor Relations, NIIT Learning Systems Limited

You know, you can reach me at kapil.saurabh@niitmts.com. It's K-A-P-I-L dot S-A-U-R-A-B-H at niitmts.com.

Trilok Joshi
Shareholder, Private Investor

Sir, can you repeat again?

Vijay Thadani
Vice Chairman and Co-founder, NIIT Learning Systems Limited

But anyway, you will see the transcript on the website in short, in a couple of days.

Trilok Joshi
Shareholder, Private Investor

Sir, is it possible before market open tomorrow, can I get? I missed the first 25 minutes, your conversation.

Vijay Thadani
Vice Chairman and Co-founder, NIIT Learning Systems Limited

Yeah, if you can send an email to Kapil, he'll be able to respond to you.

Trilok Joshi
Shareholder, Private Investor

Kapil ? Can you please repeat the email ID? Just, I will send just... kapil dot-

Kapil Saurabh
Head of Mergers and Acquisitions and Investor Relations, NIIT Learning Systems Limited

saurabh@ niitmts.com.

Trilok Joshi
Shareholder, Private Investor

Okay, okay. Saurabh-

Vijay Thadani
Vice Chairman and Co-founder, NIIT Learning Systems Limited

And by the way, you can give us, you can give us your number, and Kapil will also get in touch with you.

Trilok Joshi
Shareholder, Private Investor

Can I give you my number now? My number is 932-

Vijay Thadani
Vice Chairman and Co-founder, NIIT Learning Systems Limited

Yes.

Trilok Joshi
Shareholder, Private Investor

Hello.

Vijay Thadani
Vice Chairman and Co-founder, NIIT Learning Systems Limited

932...

Trilok Joshi
Shareholder, Private Investor

4 3 2.

Vijay Thadani
Vice Chairman and Co-founder, NIIT Learning Systems Limited

Go ahead.

Trilok Joshi
Shareholder, Private Investor

932-432-4287.

Vijay Thadani
Vice Chairman and Co-founder, NIIT Learning Systems Limited

4287.

Trilok Joshi
Shareholder, Private Investor

932-432-4287. Thank you, sir. I am the investor of your company since last five years. Very good.

Vijay Thadani
Vice Chairman and Co-founder, NIIT Learning Systems Limited

Thank you, and we will get in touch with you.

Trilok Joshi
Shareholder, Private Investor

Okay. Thank you. Yeah.

Vijay Thadani
Vice Chairman and Co-founder, NIIT Learning Systems Limited

All right. Thank you.

Operator

Thank you. Ladies and gentlemen, that was the last question for today. We have reached the end of question and answer session. I would now like to hand the conference over to the management for closing comments.

Vijay Thadani
Vice Chairman and Co-founder, NIIT Learning Systems Limited

Well, thank you everyone for joining the call and for your interesting questions. As usual, we learn a lot from your questions, and it helps us sharpen our strategy. We are available to you for any further discussions or questions you have. Kapil Saurabh just gave his email address, and in any case, you can reach out to us on our addresses available on the website, and we'll be very happy to interact with you. Thank you once again, and wishing you all the best for it. Operator.

Operator

Thank you. On behalf of NIIT Learning Systems Limited, that concludes this conference. Thank you for joining us. You may now disconnect your line.

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