Summary of Key Information:

Reporting Period (Quarter/Year): Not Applicable

Nature of Filing / Announcement: Outcome of Board Meeting - Acquisition Announcement

Date of Board Meeting / Approval: October 28, 2026, concluded on October 29, 2026

Audit Opinion: Not Specified

Auditor's Comment: Not Specified

Key Financial Highlights:

Standalone Results: Not Specified

Consolidated Results: Not Specified

Corporate Actions:

The Board of Directors 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.

Acquisition Details:

  • Target Entity: Bluewater Learning, LLC ("Bluewater Learning")
  • Founded: 2003
  • Headquarters: Texas, USA
  • Industry: Corporate Learning & Development
  • Business: Specialist firm focused on Human Capital Management (HCM) learning technology, providing HCM technology consulting, implementation and managed services across the learning technology lifecycle
  • Key Partnerships: Established partnerships with leading HCM platforms including Cornerstone and Docebo
  • Transaction Type: 100% membership interest acquisition
  • Consideration: Cash
  • Purchase Price: Up to USD 17.6 million including earnout amount payable over the next five years based on performance
  • Payments subject to customary adjustments as per terms of definitive agreements
  • Transaction Status: Completed

Financial Performance of Bluewater Learning (unaudited):

  • Twelve months ended September 30, 2026: USD 8.5 million turnover
  • December 31, 2025: USD 6.2 million turnover
  • December 31, 2024: USD 6.1 million turnover
  • December 31, 2023: USD 7.5 million turnover

Other Significant Information:

Strategic Rationale: The transaction aligns with NIIT Learning Systems Limited'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. The combination deepens and broadens partnerships across the learning and HCM ecosystem, adding significant value for both partners and clients.

Board Meeting Timing: Commenced at 2:00 PM (IST) and concluded at 3:43 PM (IST) on October 29, 2026