NIIT : Acquisition

December 22, 2022
The Manager	The Manager
BSE Limited	National Stock Exchange of India Ltd
Corporate Relationship Department,	Listing Department
1st Floor, New Trading Ring,	Exchange Plaza
Rotunda Building	5th 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,

This is in continuation to our disclosure dated October 1, 2021 whereby the board of directors of NIIT Limited ("Board"), had approved the acquisition of 100% equity shareholding in RPS Consulting Private Limited ("RPS") in three tranches from RPS promoters, and executed Share Purchase Agreement ("SPA") and other definitive agreements ("Transaction Documents") with them. Pursuant to receipt of such approval, NIIT had acquired 70% equity shareholding of RPS on the same date.

The Board at its meeting held today i.e. December 22, 2022 has approved the acquisition of additional 20% equity shareholding of RPS in 2nd tranche for a consideration of Rs. 357,494,364/-, as per the Transaction Documents.

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

DEEPAK BANSAL

Digitally signed by

DEEPAK BANSAL Date: 2022.12.22 19:16:19 +05'30'

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 ("RPS")
	such as size, turnover etc.
		RPS had Revenue of INR 1,269 million in FY22.
2	Whether the acquisition would fall	The acquisition does not fall under the category
	within related party transaction(s) and	of related party transaction(s) and the promoter/
	whether the promoter/ promoter group/	promoter group/ group companies do not have
	group companies have any interest in	any interest in the Sellers.
	the entity being acquired? If yes, nature
	of interest and details thereof and
	whether the same is done at "arms
	length
3	Industry to which the entity being	IT Training and Certification
	acquired belongs
4	Objects and effects of acquisition	The acquisition of additional 20% equity
	(including but not limited to, disclosure	shareholding of RPS in 2nd tranche as per the
	of reasons for acquisition of target	terms of the Transaction Documents executed
	entity, if its business is outside the main	on October 1, 2021.
	line of business of the listed entity);
		As shared earlier, the acquisition added new
		capabilities that help to expand NIIT's expertise
		to accelerate digital transformation journeys of
		large enterprises.
5	Brief details of any governmental or	Not applicable
	regulatory approvals required for the
	acquisition
6	Indicative time period for completion of	The acquisition has been completed on
	the acquisition	December 22, 2022
7	Nature of consideration - whether cash	Cash consideration.
	consideration or share swap and details
	of the same;
8	Cost of acquisition or the price at which	The amount paid for acquisition of 20% equity
	the shares are acquired	shareholding of RPS in 2nd tranche is Rs.
		357,494,364/-.
9	Percentage of shareholding/ control	NIIT Limited has acquired 20% equity
	acquired and or number of shares	shareholding (on a fully diluted basis) in RPS on
	acquired (Post acquisition of securities)	December 22, 2022.
		NIIT Limited now holds 90% equity
		shareholding in RPS.
		The remaining 10% shareholding will be
		acquired by NIIT Limited in the 3rd tranche as
		per the terms of Transaction Documents.

10

Brief background about the entity	RPS was incorporated on December 14, 2006
acquired in terms of products/line of	under the provisions of the Companies Act, 1956
business	acquired,	date	of	having its registered office in Bengaluru,
incorporation, history of last 3 years	Karnataka.
turnover, country in which the acquired
entity has presence and any other	RPS is a leading provider of training programs
significant information (in brief);		on emerging digital technologies for
				experienced		technology	professionals,
				specifically addressing the needs of Global
				Systems Integrators and Capability Centers of
				large multinational companies.
				RPS offers:
				• Advanced	technology	training		to
				experienced	technology	professionals	of
				over 260 companies across key IT hubs in
				India,	including	Bengaluru,	NCR,
				Hyderabad, Chennai, Pune and Mumbai.

• Comprehensive program catalog with over 2000 courses on emerging technologies from 30+ global technology partners (including Microsoft, Red Hat, VMware, Citrix, Dell EMC, Google, AWS, ISC2 among others)
• Specialized Role based training solutions with assessments and Capstone projects on emerging digital technologies such as Artificial Intelligence ,Machine Learning, Data Science, DevOps, Automation, and Cybersecurity.
• A digital Learning Academy and Cloud labs on a platform that enables real-world, hands- on virtual labs on a multitude technologies,

supported by an extensive pool of over 700 certified mentors."

Period	Turnover
	(INR Million)
FY20 (IGAAP)	845
FY21 (IND AS)	732
FY22 (IND AS)	1269