NIIT Learning Systems Limited — Capital/Financing Update 2025

Jul 9, 2025

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July 9, 2025

The Manager BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001

The Manager

National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Bandra (E), Mumbai - 400 051

Subject: Disclosure / Intimation pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015

Scrip Code: BSE - 543952; NSE - NIITMTS

Dear Sir/Madam,

Pursuant to Regulation 30 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 (“Listing Regulations”) read with Part A of Schedule III of Listing Regulations, we wish to inform you the Board of Directors of NIIT Learning Systems Limited at its meeting which was held on July 7, 2025 and later adjourned and closed at 7:09 pm on July 9, 2025, has approved the issuance of corporate guarantee by NIIT Learning Systems Limited (“the Company”) in connection with the Term Loan facility to be availed by NIIT (Ireland) Limited, the wholly owned overseas subsidiary of the Company.

Details as required to be furnished under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD1/P/CIR/2023/123 dated July 13, 2023 and Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 is enclosed herewith as Annexure I .

This is for your information.

Thanking you,

Yours truly,

For NIIT Learning Systems Limited

Deepak Digitally signed by Deepak Bansal Bansal Date: 2025.07.09 19:12:28 +05'30' Deepak Bansal Company Secretary & Compliance Officer

Encls: a/a

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Annexure I (Issuance of Corporate Guarantee for NIIT (Ireland) Limited)

Details as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

2015:
S. No.	Particulars	Remarks/Details
1	Name of party for which such guarantees or indemnity or surety was given	NIIT (Ireland Limited) is a wholly owned overseas subsidiary (WoS) of NIIT Learning Systems Limited (the Company).
2	Whether the promoter/ promoter group/ group companies have any interest in this transaction? If yes, nature of interest and details thereof and whether the same is done at “arm’s length”	Not Applicable
3	Brief details of such guarantee or indemnity or becoming a surety viz. brief details of agreement entered (if any) including significant terms and conditions, including amount of guarantee	The Board of Directors of the Company has approved the issuance of a corporate guarantee for an amount upto EUR 15.75 mn, to ICICI Bank UK PLC in connection with the Term Loan facility of EUR 15 mn to be obtained by NIIT (Ireland) Limited on such terms & conditions as may be mutually agreed. The purpose of the Term Loan shall be for acquisition financing, general corporate purpose and & transaction related expenses. The corporate guarantee shall be issued by the Company as part of Term Loan documentation between NIIT (Ireland) Limited and ICICI Bank UK PLC. The corporate guarantee shall be valid for a period of up to 5 years & 30 days, from the date of first drawdown. The corporate guarantee shall be released/ discharged on full repayment of Term Loan dues.
4	Impact of such guarantees or indemnity or surety on listed entity	This corporate guarantee shall be a contingent liability for the Company, to be provided for its WoS and forming part of the consolidated group. The impact would be limited to the amount of the corporate guarantee given by the Company as stated in point 3 above.