NIIT Ltd. — Capital/Financing Update 2025

Apr 19, 2025

April 19, 2025

The Manager The Manager BSE Limited National Stock Exchange of India Ltd Corporate Relationship Department, Listing Department 1[st] Floor, New Trading Ring, Exchange Plaza Rotunda Building 5[th] Floor, Plot no C/1, G Block Phiroze Jeejeebhoy Towers, Bandra Kurla Complex Dalal Street, Mumbai 400 001 Bandra (E), Mumbai – 400 051

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

Ref: Scrip Code : BSE – 500304; NSE – NIITLTD

Dear Sir,

In terms of 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 that NIIT Limited (“ Company ”) at its meeting held today, has approved a proposal to purchase:

• 1,900,000 equity shares NIIT Institute of Finance Banking and Insurance Training Limited (IFBI), a subsidiary of the Company, constituting 18.79% of the aggregate issued and paid-up share capital from ICICI Bank Limited; and

• 50,000 equity shares of IFBI constituting 0.49% of the aggregate issued and paid-up share capital from Individual shareholders

The Company is already holding 80.72% of the aggregate issued and paid-up share capital of the IFBI and post aforesaid acquisition, IFBI will become a wholly owned subsidiary of the Company.

Details as required to be furnished under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI Master Circular No SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 is provided in Annexure A.

Kindly take the same on record and acknowledge receipt.

Thanking you,

Yours truly, For NIIT Limited

MALHOTRABISARIA ARPITA Digitally signed by ARPITA BISARIA MALHOTRADN: C=IN, O=PERSONAL, OID.2.5.4.65=f39e9bd8c42a452cad93ff940a3d71d6, Phone=dbade62dc31eb780cb94bb15c1ef8e614a96e837f16541a932dc2631927b8420, PostalCode=122018, S=HARYANA, SERIALNUMBER=5c26c699cfa559245cd198e257744f354cc92228dbf96e2754cd60b70de7ba02, CN=ARPITA BISARIA MALHOTRAReason: I am approving this documentLocation: Date: 2025.04.19 18:44:30+05'30'Foxit PDF Reader Version: 2024.3.0 Arpita Bisaria Malhotra Company Secretary & Compliance Officer

Annexure A

Details as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI Master Circular No SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024

	Particulars	Remarks/Details
1	Name of the target entity, details in brief such as size, turnover etc.	NIIT Institute of Finance Banking & Insurance Training Limited (“IFBI”), is a company incorporated under the provisions of Companies Act, 1956 having its registered office at Plot No. 85, Sector 32, Institutional Area, Gurgaon – 122001. • Revenue for FY24: INR 567 million • Net worth as on March 31, 2024: INR 219 million
2	Whether the acquisition would fall within related party transaction(s) and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at “arms length”	No
3	Industry to which the entity being acquired belongs	Training for the Banking, Financial Services, and Insurance (BFSI) sector.
4	Objects and effects of acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity);	Before acquisition, Company was holding 80.72% of the aggregate issued and paid-up share capital of IFBI. Now, as a strategic business decision, NIIT Limited has agreed to acquire 1,900,000 equity shares of IFBI from ICICI Bank Limited and 50,000 equity shares of IFBI from Individual shareholders. Accordingly, post completion of the acquisition, IFBI will become a wholly owned subsidiary of the Company.
5	Brief details of any governmental or regulatory approvals required for the acquisition	No Government or Regulatory approval is required for the acquisition.
6	Indicative time period for completion of the acquisition	On or before September 30, 2025
7	Consideration - whether cash consideration or share swap or any other form and details of the same;	Cash Consideration
8	Cost of acquisition and/or the price at which the shares are acquired	The aggregate consideration for acquisition of shares from ICICI Bank is expected to be in the range of INR 47.0 million to INR 65.8 million

9	Percentage of shareholding/ control acquired and or number of shares acquired		NIIT Limited would acquire: • 1,900,000 equity shares of IFBI constituting 18.79% of the aggregate issued and paid-up share capital from ICICI Bank Limited; and • 50,000 equity shares of IFBI constituting 0.49% of the aggregate issued and paid-up share capital from Individual shareholders Post the acquisition, NIIT Limited will hold 100% of the aggregate issued and paid up share capital of IFBI.	NIIT Limited would acquire: • 1,900,000 equity shares of IFBI constituting 18.79% of the aggregate issued and paid-up share capital from ICICI Bank Limited; and • 50,000 equity shares of IFBI constituting 0.49% of the aggregate issued and paid-up share capital from Individual shareholders Post the acquisition, NIIT Limited will hold 100% of the aggregate issued and paid up share capital of IFBI.
10	Brief background about the entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information (in brief)		IFBI, incorporated in 2006, is focused on training and developing professionals for the Banking, Financial Services, and Insurance (BFSI) sector in India. The turnover of IFBI for the last three years is mentioned below: Period Turnover (in Rs. million) FY24 567 FY23 184 FY22 152
			Period	Turnover (in Rs. million)
			FY24	567
			FY23	184
			FY22	152