NIIT Ltd

In q4 fy 22 concall when asked what the management thinks on how its business will be valued individually

Mr thadani said on clg business the company should be valued at par with other It services company

On Snc business he said that as there is no listed players the company should be valued around some private players , I believe this exorbitant valution is impossible for niit , privately listed players like Byjus, Upgrad and Vedantu are valued 20 times revenue, that may be an impossible goal for the company, in fy 22 Revenue from Snc business was 230 cr (180 excluding rps consulting) , fy 23 prediction is around 300+ cr , the company is also allocating 800 cr cash to this segment , what I believe is in the best case scenario the Snc business can be valued at around 1500 cr (this too beacuse of high cash allocation) , Any thoughts on this?

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I think its on the downtrend. Its on the support level of rs.380. If it breaks 370, then the downtrend will continue. If it goes above 390, then there will be trend reversal and the stock can move upward.

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A brief of the business overview, significant recent developments, key financials, and NIIT’s future outlook. Just want to summarise what has the company has done over the last year for anyone who is trying to gain a fresh perspective on the company.

1. Company overview

NIIT has two verticals, the first is the Corporate Learning Group (CLG), and the second the Skills & Careers business (SNC).

1.1. Corporate Learning Group

SNC provides managed training services (MTS), which includes Learning and Development (L&D) and talent outsourcing services to some of the biggest companies in North America, Europe, Asia, and Australia.

A case for MTS
In the dynamically changing, technologically driven, and digital business world, it is necessary for companies to keep training and upskilling their workforce to prevent obsolescence. All this training needs to be created, maintained, updated frequently for developments, and delivered to employees in an educational and interactive format. Mostly, companies employ dedicated L&D staff to do this, which is often underutilized, as their relevance is only for times when such a change occurs. While training demand fluctuates, the cost is largely fixed. Training is not their core activity, and therefore their efficiency and effectiveness are not consistent. A major benefit to outsourcing employee training and upskilling is thus, that it enables professional companies, such as NIIT, to undertake such ancillary activities, without having to employ a full-time training staff on a fixed income.

NIIT is currently the largest Indian player in the field, and in the top-5 companies globally providing MTS. CLG contributed 82% to NIIT’s consolidate annual revenue for FY 21-22, the revenue has grown 35% YoY to Rs. 11,310 million, with an EDIBTA growth of 68% YoY to Rs. 2,989 million. This exponential growth has been driven by customer addition, and an increase in wallet share from existing customers. During the last FY the CLG business has accelerated customer acquisition with an addition of 16 new customers for MTS, secured 4 renewals and expanded 6 contracts with existing customers. The company in total now has 66 MTS customers, and a revenue visibility of Rs. 26,240 million.

Globally corporate spending on MTS is over USD 370 million, of which less than 5% are outsourced. The economic slowdown since the start of COVID-19 and continuing due to the war in Ukraine and resultant inflation, rate hikes, supply side bottlenecks etc. has led to a contraction in L&D spending. Thus, resulting in such companies shifting from the fixed income, in-house L&D teams, to outsourcing such non-core functions. NIIT has already benefited from this in FY 21-22 and is likely to continue benefitting through the economic slowdown.

1.2. Skills & Careers (SNC)
SNC as a business has truly transformed since the onset of COVID-19. This business has shifted from a capital intensive traditional learning delivery model of physical learning centers to a digital learning model. Now the SNC business may be viewed as an Edtech start-up.

The business provides professional courses for young adults and corporate customers in India and other select emerging economies, preparing them for careers in different industries. For working professionals, it provides programs to those who wish to upgrade their skills for career advancement. SNC has a range of offerings for digital skills, including programs for 5G, Cloud Technologies, Cyber Security, Game Development, Data Science, and Full Stack Product Engineering, as well as programs in Digital Marketing, Business Development, and Virtual Relationship Management for the Digital Enterprise.

Further, the SNC business also consists of two other initiatives:

  1. StackRoute - A deep skilling initiative by the SNC business that helps companies transform their existing talent, by providing programs in AI, ML, Data Science, Cloud Computing, Digital Marketing etc.
  2. Talent Pipeline as a Service (TPaaS) - An SNC initiative that provides job ready employees, with an integrated offering of sourcing, training and onboarding.

SNC reported a net revenue of Rs. 2,465 million, up 99% YoY, with an EBIDTA of Rs. 10 million for FY 21-22. The low EBIDTA is owed to the fact that the company has only recently shifted to its digital platform and is still expanding its offerings, thus ramped up its investments in digital learning through the year. Despite this the company was able to generate a positive EBIDTA. Once the digital transformation is complete, while taking into account the low operation expenses of running a fully digital platform, the EBIDTA for the SNC business is likely to be significantly higher.

1.3. Recent Developments

(i) Share Buyback: NIIT bought back 6.97% of the total outstanding shares at a price of Rs. 240 per share.
(ii) Divestment: NIIT divested from NIIT Technologies for a sum of Rs. 20,204 million.
(iii) Composite Scheme of Arrangement: NIIT announced the reorganisation of the CLG and SNC businesses into separate publicly listed companies. The entirety of the CLG business will be transferred and vested into NIIT’s wholly owned subsidiary – NIIT Learning Systems Limited (NLSL) and every shareholder of NIIT will receive one share of NLSL for each share of NIIT held. NLSL shares would also be listed on BSE/NSE. The reasoning provided by the NIIT management for this is to (i) help the management teams provide undivided support to their respective customers, (ii) simplify decision making and capital allocation, and (iii) enhance the speed and agility in decision making to deal with competition and take actions in the best interest of the shareholders.

(iv) Acquisition of RPS Consulting: NIIT acquired 70% of RPS Consulting for a consideration of Rs. 827 million. RPS Consulting is a leading provider of training programs on emerging digital technologies for experienced tech professionals. The acquisition will allow NIIT to include technology training as a part of its MTS offering, for its global customers.

2. The Opportunity

2.1. Cash Reserves

The CLG business is a cash-cow. Despite the SNC business not generating any money yet, the company has cash reserves of Rs. 14,885 million, which is a decrease from the company’s cash reserves in FY 20-21 of Rs. 16,120 million. The reduction is due to a share buyback of Rs. 2,937 million and dividends amounting to Rs. 734 million. Net Cash from Operations for FY 21-22 was Rs. 2,898 million as opposed to Rs. 2,261 million for FY 20-21. The improvement is due to an increase in operating margins as well as increased efficiency in working capital. NIIT is able to generate 21% of its revenue as cash flow from operating activities.

The market cap of NIIT is approx. Rs. 50,000 million – thus its cash reserves of Rs. 14,885 million is approx. 30% of its entire market cap!

NIIT’s management has repeatedly stated in its FY 21-22 Annual Report as well as its Q3 and Q4 concalls that it is continuing to explore inorganic opportunities to add new capabilities and enter into desired markets and customer segments. In a time of liquidity crunch, where ed-tech start-ups are struggling to find investment to continue their growth journey, NIIT, due to its strong balance sheet and cash reserves, will be able to go shopping for companies that would grow its offering and enhance its value. The acquisition of RPS consulting is reflective of the managements capabilities in making such inorganic investments in a strategic manner. The cash reserves will also be utilised to fuel organic growth by reinvestments into expanding both the businesses.

2.2. Return on Invested Capital

I think a mistake is made by those trying to fundamentally analyse NIIT, by looking at the returns it is able to generate on invested capital. The ROCE of NIIT is 16.5% - which is nothing extraordinary. However, it should be noted that ROCE is the percentage of EBIT that is generated by the capital employed. Capital employed in nothing but the difference between total assets and current liabilities. Total assets include cash reserves. Therefore, despite a high EBIT, it seems that NIIT has a low ROCE, due to its high cash reserves (amounting to 30% of its total market cap).

Thus, a better way to analyse NIIT would be to deduct the cash reserves from its ROCE calculation – giving the Operating ROCE. Doing the same, the Operating ROCE for NIIT is 81.13% for FY 21-22!

As NIIT continues to add to its inorganic expansion, its cash reserves will decrease while EBIT is likely to increase – this would significantly increase the ROCE of the company in the future.

3. Conclusion

NIIT stock as of 20.07.2022 is trading at Rs. 370.75 per share at a market cap of Rs. 49,700 million. At a P/E of 22.18 and P/B of 3.35.

The stock has corrected from a high of Rs. 658 per share due to worries over recession in the West and a resultant fear over a reduction in discretionary expenditure by companies. On 18.07.2022, the stock corrected by over 7% after Apple released its report – highlighting worries over recession in America. However, as discussed in Section 1.1 above, a cut in discretionary spending is likely to result in companies moving to outsource more of their L&D, which is beneficial to NIIT.

Additionally, for a technology driven company with a high EBIDTA %, solid cash reserves and free cash flow, marginal debt, sales growing at 44% annually, profits growing at 39% annually for the last 5 years, Operating ROCE of 81.13%, and a likely significant expansion over the next few years with inorganic and organic investments – a P/E of 22 and a P/B of 3.3 is extremely reasonable.

Additionally, the scheme of arrangement leading to the creation of two publicly traded entities is likely to lead to value unlocking of both the CLG and SNC businesses. The CLG business will be seen as a highly profitable, cash generating and rapidly expanding business with a long runway for future growth. Whereas the SNC business will be one of the only listed Edtech companies, with hyper-growth and profitability.

For the above mentioned reasons, I believe that the NIIT as a company will have significant future growth, with a long runway, and is currently available at a good price, and can thus provide decent returns to its shareholders.

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NIIT Institute of Finance, Banking and Insurance (NIIT IFBI) - a
subsidiary of NIIT Limited, and Bajaj Finserv, today announced a partnership to create a
large-scale, job-ready pool of talent for the BFSI industry. Bajaj Finserv, through its
flagship CSR Initiative BEYOND, aims to train over 10,000 graduates, especially firstgeneration graduates, every year across India.

just a doubt, NIIT IFBI is within CLG. right?

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Fresh graduates implies SNC I believe

I think it will be SNC, under “Talent Pipeline as a Service (TPaaS)”, where they kind of build pool of job ready employees by training them.

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I have a question regarding the financials of 2017. There is a mismatch in FY17 figures in FY17 and FY18 annual reports. The revenue has been written down by approximately ₹ 350 crores and outsourcing expenses have also been written down. I can’t find the explanation in notes. Does anyone know the reason for this?

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From 2018 Annual Report Page 17 -

Note 53 can be found on Page 187

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A little bit of structure around the existing/new content can be competitive for the industry.

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I think NIIT posted something related to demerger of SNC business. Looks like they will give 1 share for every one share held of NIIT. But not yet finalised by NCLT.

NIIT q2 results, seems like the business will remain under pressure for a couple of more quarters

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NIIT awarded as ‘Institution with excellent Training and Placements’ at BW Education
Top Education Brand Awards 2022.

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Very good numbers from NIIT considering the current environment

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NIIT Q3 FY 23: Result Update

Overall Niit

REV 16% up QoQ and 18%up YoY.

EBITDA 20%, 570 bps up QoQ

PAT 36%up QoQ and -2% YoY

CLG

Rev 21%up QoQ and 22% up YoY.

Ebitda at 23%

100% renewals

Added 1 MTS and renewed 7. Total MTS 71. Rev visibility $32 crore.

SNC

Rev up 4% YoY, down 1% QoQ.

Ebitda INR 63MN vs INR 25 MN

Margin improves by 417 bps.

Stack route and TPaas up 11% YoY.

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NIIT Q3FY23 Concall Updates

Key highlights:

  1. 2 strategic acquisitions this qtr 1. St Charles consulting group from USA 2 Further acquisition of the stake in RPS now total ownership 98%.

  2. SNC solutions serving BFSI experience impressive growth.

  3. Total rev including St Charles is Rs 363.6 Cr and on stand-alone basis for Stc is 330 crore (so the approx contribution from Stc is 30 Cr)

  4. Margin improvement was driven by cost optimization and good utilization of resources.

  5. Acquired 1 new MTS customer from the Insurance company.

  6. Qtr 4 will be typically weak for SNC as well as CLG as all the companies close their budgets in Q3 and new planning begins from the new FY.

  7. On the demerger side, final NOC’s pending. The whole scheme of Demerger is on track. Expecting the demerger will come to end by q1FY24.

  8. SNC domestic business bifurcation: 75% ( Large Tech co’s, OEM) and 25% ( Large private banks + conglomerates).

  9. Continuing investment phase for B2C markets as far as SNC is concerned.

  10. Margins range bound for single digits for the next few Qtrs ( SNC).

  11. Mandatory and Non-Mandatory training constitute 50-50%( BFSI, pharma, mining, energy, life science,energy) have mandatory training.

  12. Tech & telecom forms the largest base for CLG segment . Training spends for them have compressed.

  13. CLG growth predominantly on the account of new customer acquisition.

  14. SNC on the competition with upgrades and others: NIIT’s outcomes are way ahead of the industry benchmark. The company is winning on the basis of creating transformation. It believes to nail it before you scale it rather than scaling it and then burning money.

  15. In the Last customer survey 1-1.5 months, the company got an NPS score of 9.4 (a very large no of customers are promoters).

Sharing the concall transcript highlighted with important points

NIIT_ Q3FY23.pdf (630.7 KB)

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As most of you know, there is a special situations, demerger in NIIT. I am very new to Special situations and want to learn how should one play it.

Please share any good readings, suggestions and past examples.

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Demerger has concluded.
Record date is 8th June 2023 with listing within 60 days.

NLSL (CLG entity) will be the one to be listed separately and NIIT Ltd. (S&C entity) will go ex-NLSL on 8th june.

As expected S&C has faced severe headwinds due to recruitment halts and layoffs hence the poor result.

CLG has fared well with 20% YoY growth (11% organic), considering the macros this growth is quite good.

MTS count at 80 vs 66 in FY22 (7 additions due to STC acquisition)

Revenue visibility at $363M vs $328M in FY22

EBITDA margins has remained within the 23-25% band in FY23.

Management has given around 700 crs in cash to S&C and 570 crs in cash to NLSL.

NLSL is operating at a ROCE of 49% and ROE of 29%
(lower mainly due to Goodwill on books due to STC acq.)

Dividends to be paid after listing as per the 2 companies own capital allocation policy.

Guidance -

NLSL - 20% revenue growth and 20%+ EBITDA margins
NIIT - 8-10% revenue growth

I would ascribe ~Rs. 80 /share to NIIT (mainly derived from book value of ~900crs) since its not profitable and in growth stage.

That gives ~Rs.320/share to NLSL as per CMP of Rs. 400
Which gives a Mcap of 4,300 crs for a company generating Rs. 200 crs+ in Free cash Flow at a ROCE of 49% growing at a CAGR of above 15%+ with 20%+ EBITDA margins.

Key risks -

  1. Significant revenue concentration for top 10 clients.

  1. Competition from - IBM, Accenture, Raytheon etc.

  2. Revenue visibility growth is lagging Revenue growth (future contract renewals might adjust it, but remains a major risk)

Demergers opens up opportunities for re-rating of stocks as the demerged businesses are judged purely basis on their own merits and not bogged down by the baggage of other biz it had before. It also reinforces mgmt incentives towards growing that particular business they have got after demerger.

Majority of gains/losses are made in mostly 2 phases -

  1. After announcement of demerger and the proposed structure and plans.

  2. After listing - Auctioned price adjustment + further momentum fuelled by various forces such as exits by forced sellers/disinterested parties.

Some past demerger case studies you can read - Mirza int, Borosil, Hindware, Meghmani, Piramal, Jubilant Life Sciences etc.

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Cost of acquisition
I think according to this if the current price of the stock is 400 then post demerger stock price :
Niit ltd: 171.64 market cap:2261 cr

Niit lms:228.36 market cap:3008 cr

Seems like niit lms business which is going to list later is highly undervalued with only 3000 cr market cap having cash on book near about 550 cr for future growth.
Correct me if I am wrong or something missing
Thanks and Regards

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They have calculated the ratio according to the book values of both businesses.

This ratio is only for accounting purposes to ascertain acquisition costs for demerged entity (NLSL) as it’s a new scrip.

Actual demerger price will be determined by the market by book building process on 8th June.

And the price will vary a lot from this document’s price as book value is not a future cash flows discounting method.

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