NIIT Ltd. — Capital/Financing Update 2021

Jun 4, 2021

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NIIT Limited

85, Sector-32, Institutional Gurgaon 122001, 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 CIN: L74899DL1981PLC015865 www.niit.com

June 4, 2021

BSE Limited National Stock Exchange Limited 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-400001 Bandra (E), Mumbai-400051

Subject: Disclosure under Regulation 30 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 Scrip Code: BSE-500304 NSE- NIITLTD

Dear Sir,

We wish to inform you that the NIIT (USA) Inc., USA (“NIIT USA”) is a wholly owned subsidiary of NIIT Limited and Eagle International Institute, Inc., USA (“Eagle”) is a wholly owned subsidiary of NIIT USA. The board of directors of NIIT USA and Eagle have approved the merger of Eagle with NIIT USA w.e.f. July 1, 2021 in accordance with the applicable laws.

The Board of Directors of the Company at its meeting held on June 4, 2021, has approved the proposed merger as a shareholder of NIIT USA.

In this regard, please find disclosures containing details of the proposed merger pursuant to Regulation 30 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 (“Listing Regulations”) read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015, in “Annexure A”.

This is for your information and record purpose only.

For NIIT Limited

Digitally signed by Deepak Bansal DN: c=IN, o=Personal, pseudonym=d6d405d162ef6bda3a371503c01 Deepak 405e46dcdf1fac20802082f5e4825e05d2d8c, postalCode=110033, st=DELHI, serialNumber=fff2c2cd651e10899edbc3dbc92 c5db44be46796a9cc000c593547953a3b6f01, Bansal cn=Deepak Bansal Date: 2021.06.04 13:29:39 +05'30' Deepak Bansal Company Secretary & Compliance Officer

Annexure – A

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Disclosure in terms of Regulation 30 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 (“Listing Regulations”) read with Schedule III of the Listing Regulations.

a)	Name of the entity(ies) forming part of the amalgamation/merger, details in brief such as, size, turnover etc.	NIIT (USA) Inc {“the Amalgamated Company”} is a wholly owned direct subsidiary of NIIT Limited {“the Company”}. Revenue of the Amalgamated Company for financial year ended March 31, 2021: USD 59.09 mn Eagle International Institute, Inc., USA {“the Amalgamating Company”}, is a wholly owned direct subsidiary of NIIT (USA) Inc., USA {“the Amalgamated Company”}. Revenue of the Amalgamating Company for financial year ended March 31, 2021: USD 7.71 mn.
b)	Whether the transaction would fall within related party transactions? If yes, whether the same is done at “arms length.	It is a merger of wholly owned step-down subsidiary with the wholly owned direct subsidiary of the Company. All assets and liabilities of Amalgamating Company shall stand vested and transferred into the Amalgamated Company.
c)	Area of business of the entity(ies)	Amalgamated Company is primarily engaged in providing Corporate Learning Solutions to large corporate across multiple industries including Life Sciences. Amalgamating company provides training solutions for companies adopting sophisticated cloud based applications in the Pharmaceutical and Life Sciences industry.
d)	Rationale for merger	• Strengthen NIIT’s Life Sciences Practice • Further integrate Go-to market, Account Management across common customers, which is expected to help convert more Eagle customers into MTS customers, increase share of wallet of Amalgamated Company • Optimize resources to improve operational efficiency • Reduce complexity and simplify entity structure for reduction in administrative overheads, given ongoing integration activities Merger shall be effective from July 1, 2021
e)	In case of cash consideration – amount or otherwise share exchange ratio.	No cash consideration /share exchange ratio applicable. All assets & Liabilities of Amalgamating Company shall become assets & liabilities of Amalgamated Company, including shareholding /investment of Amalgamating Company in its wholly owned subsidiary – Eagle Training Spain, S.L. Post merger, Amalgamated Company shall become direct holding company of Eagle Training Spain, S.L.
f)	Brief details of change in shareholding pattern (if any) of listed entity.	Not applicable, since this is merger of wholly owned step- down subsidiary with the wholly owned subsidiary of the Company at U.S.A.