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 |
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NIIT Limited published this content on 22 December 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 December 2022 14:39:06 UTC.