NIIT Ltd. — Capital/Financing Update 2021

Oct 1, 2021

NIIT Limited 85, Sector 32 Institutional Gurgaon 122 001, India Tel:+91 (124) 4293000 Fax:+91 (124) 4293333 Email: info@niit.com

Registered Office: 8, Balaji Estate, First Floor Guru Ravi Das Marg, Kalkaji New Delhi 110 019, India

October 1, 2021

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The Manager BSE Limited

Corporate Relationship Department, 1st Floor, New Trading Ring, Rotunda Building Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001

The Manager National Stock Exchange of India Ltd 899DL1981PLC015865 Listing Department www.niit.com Exchange Plaza 5th Floor, Plot no C/1, G Block 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

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

Dear Sir,

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby inform you that NIIT Limited, ("NIIT") has executed a share purchase agreement ("SPA") and other transaction documents with RPS Consulting Private Limited ("Company") and its promoters, to acquire 100% equity shareholding in the Company in three tranches.

The board of directors of NIIT ("Board"), at its meeting held on October 1, 2021, has approved the aforesaid acquisition and execution of the SPA and all other transaction documents. Pursuant to receipt of such approval, NIIT has acquired 70% equity shareholding (on a fully diluted basis) in the Company on October 1, 2021, while the balance 30% shareholding of the Company will be acquired in 2 tranches over next two and a half years based upon valuation methodology as agreed under the transaction documents. The Company has now become a subsidiary of NIIT.

Details as required to be furnished under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI Circular CIR/CFD/CMD/4/2015 dated September 9, 2015 is provided in Annexure A.

Kindly take the same on record and acknowledge receipt.

Thanking you,

Yours truly, For NIIT Limited

ellah Sance

Deepak Bansal Company Secretary & Compliance Officer

Annexure A

Details as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI Circular CIR/CFD/CMD/4/2015 dated September 9, 2015

	Particulars	Remarks/Details
1	Name of the target entity, details in brief	RPS Consulting Private Limited ("Company")
	such as size, turnover etc.	The Company had Revenue of INR 733 million inFY21.
2	Whether the acquisition would fall withinrelated party transaction(s) and whetherthe promoter/ promoter group/ groupcompanies have any interest in the entitybeing acquired? If yes, nature of interestand details thereof and whether the sameis done at "arms length	The acquisition does not fall under the category ofrelated party transaction(s) and the promoter/promoter group/ group companies do not have anyinterest in the Company.
3	Industrytowhichtheentitybeingacquired belongs	Education and Training Services
4	Objectsandeffectsofacquisition(including but not limited to, disclosure ofreasons for acquisition of target entity, ifits business is outside the main line ofbusiness of the listed entity);	The acquisition adds new capabilities that help toexpand NIIT's expertise to accelerate digitaltransformation journeys of large enterprises. Theacquisition also expands NIIT'sManaged TrainingServices portfolio to include technology training asa Managed Service for its global customers. Thetransaction is expected to be accretive for NIIT.
5	Brief details of any governmental orregulatory approvals required for theacquisition	Not applicable
6	Indicative time period for completion ofthe acquisition	NIIT has acquired 70% equity shareholding (on afully dilutedbasis) in the Company on October 1,2021. The remaining 30% shareholding will beacquired by NIIT from the promoters of theCompany in subsequent tranches within the nexttwo and a half yearsas per the transactiondocuments.
7	Nature of consideration -whether cashconsideration or share swap and details ofthe same;	Cash consideration.
8	Cost of acquisition or the price at whichthe shares are acquired	The acquisitionis being undertaken in threetranches. Tranche I is for acquisition of 70% equityshareholding of the Company on October 1, 2021.The consideration for Tranche I is Rs. 823.10million, subject to certain closing adjustmentsasper the transaction documents.Balance 30% equity shareholding of the Companywould be acquired by NIIT in next two tranchesbasedonachievementofcertainfinancialmilestones and closing adjustments in terms of thetransaction documents.

9	Percentageofshareholding/controlacquiredandornumberofsharesacquired(Post acquisition of securities)	NIIT has acquired 70% equity shareholding (on afully diluted basis) in the Company on October 1,2021. The remaining 30% shareholding will beacquired by NIIT from the promoters of theCompany in subsequent tranchesas per thetransaction documents.
10	Briefbackgroundabouttheentityacquired in terms of products/line ofbusinessacquired, date of incorporation,history of last 3 years turnover, country inwhich the acquired entity has presenceand any other significant information (inbrief);	in Bengaluru, Karnataka.Companyisacompanies.Company offers:	RPS Consulting Private Limited is a privatelimited company which was incorporated onDecember 14, 2006 under the provisions of theCompanies Act, 1956 having its registered officeleadingprovideroftrainingprograms on emerging digital technologies forexperienced technology professionals, specificallyaddressing the needs of Global Systems Integratorsand Capability Centers of large multinationalAdvanced technology training to experiencedprofessionalsofover260companies across key IT hubs in India,Bengaluru,NCR,Hyderabad,Chennai, Pune and MumbaiComprehensive program catalog with over2000 courses on emerging technologies from23 global technologypartners (includingMicrosoft, Red Hat, VMware, Citrix, DellEMC, Google, AWS, ISC2 among others)Specialized training solutions on emergingtechnologiessuchasArtificialIntelligence /Machine Learning, Data Science,DevOps, Automation, and Cybersecurity.A digital platform that enables real-world,hands-on virtual labs on a multitude oftechnologies,supportedbyanextensive pool of over 700 certified mentors.
		technologyincludingdigitalemerging
		Period	Turnover(INR Million)
		FY19	661
		FY20	845
		FY21	733
		Trailing 12Months	1057
		period ending Sept
		30, 2021 (unaudited)