Acquisition

October 29, 2026 The Manager The Manager BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, Bandra Kurla Complex, Dalal Street, Mumbai - 400 001 Bandra (E), Mumbai - 400 051 Sub: Outcome of the Board Meeting held on October 28, 2026, and concluded on October 29, 2026 Ref.: Our earlier intimation dated October 22, 2026 Scrip Code: BSE - 543952; NSE - NIITMTS Dear Sir, We would like to inform that the Board of Directors of the Company in its meeting held on October 28, 2026, and concluded on October 29, 2026, inter-alia, has approved the investment by NIIT (USA), Inc., a wholly owned overseas subsidiary of the Company, by way of acquisition of 100% membership interest in Bluewater Learning, LLC, a Texas based company. The details as required under Regulation 30 of the SEBI Listing Regulations read with SEBI Master Circular No. SEBI/HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 (‘SEBI Circular’), are enclosed in the Annexure A. The Board Meeting commenced today at 2:00 P.M. (IST) and concluded at 3:43 P.M. (IST). This is for your information. Yours sincerely, For NIIT Learning Systems Limited Deepak Bansal Company Secretary & Compliance Officer Encls.: a/a Annexure A Details as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015: a) Name of the Target Entity, details in Bluewater Learning, LLC. (“Bluewater Learning”) brief such as size, turnover etc. Founded in 2003 and headquartered in Texas, USA, Bluewater Learning is a specialist firm focused on Human Capital Management (HCM) learning technology. Bluewater Learning provides HCM technology consulting, implementation and managed services across the learning technology lifecycle. It has established partnerships with leading HCM platforms in learning and talent technology, including Cornerstone and Docebo. For the twelve months ended September 30, 2026, the estimated turnover of Bluewater Learning is USD 8.5 million. b) Whether the acquisition/investment No 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 “arm’s length”. c) Industry to which the Target Entity Corporate Learning & Development. belongs. d) Objects and effect of NIIT (USA), Inc, a wholly owned subsidiary acquisition/investment (including but company of NIIT Learning Systems Limited not limited to, disclosure of reasons (“NLSL”) has acquired 100% membership for acquisition/ of, investment in the interest in Bluewater Learning (the target entity, if the business is “Transaction”). outside the main line of business of the listed entity) The Transaction aligns with NLSL’s stated strategy of driving growth through investments in new capabilities, geographic expansion, and penetration of attractive customer segments. Bluewater Learning strengthens NLSL’s position in the HCM Learning Tech ecosystem through its consulting and implementation business, which is a key transformation vector driving learning transformation. Combined with NLSL's global delivery capability and award-winning, AI- powered managed training services, it gives customers a single partner for end-to-end transformation. The combination also deepens and broadens our partnerships across the learning and HCM ecosystem, adding significant value for both partners and clients. e) Brief details of any governmental or No Government or Regulatory approval is regulatory approvals required for the required for the acquisition. acquisition/ investment. f) Indicative time period for completion The Transaction has been completed. of the acquisition/ investment. g) Nature of consideration - whether Cash cash consideration or share swap and details of the same. h) Cost of acquisition or the price at The aggregate Purchase Price is up to USD 17.6 which shares are acquired. million including earnout amount payable over the next five years based on performance of the Bluewater Learning. Payments are subject to customary adjustments as per terms of definitive agreements. i) Percentage of shareholding / control 100% membership interest in Bluewater Learning acquired and / or number of shares acquired. j) Brief background about the entity Bluewater Learning, incorporated in 2003 and acquired in terms of product / line of headquartered in Texas, USA, is a specialist firm business acquired, date of providing HCM learning technology consulting, incorporation, history of last three implementation, integration, and managed years turnover, country in which the services. It supports enterprises across the acquired entity has presence and learning technology lifecycle and has established any other significant information (in partnerships with leading learning and talent brief). technology platforms. Turnover for twelve months ending Sept 30, 2026 is USD 8.5 Mn (unaudited) The turnover of Bluewater Learning for last three years is given below (unaudited): Financial Year ended Turnover (in USD Mn) December 31, 2025 6.2 December 31, 2024 6.1 December 31, 2023 7.5