NIIT Ltd

This is in continuation to our letter dated May 24 2023 regarding effectiveness of the Composite Scheme of Arrangement between NIIT Limited (Transferor Company/ the Company) and NIIT Learning Systems Limited (Transferee Company) and their respective Shareholders and Creditors under Sections 230 to 232 and other applicable provisions of the Companies Act 2013 (Scheme).Pursuant to the Scheme all option holders holding stock options already granted by the Company prior to the Effective Date to its employees under the NIIT ESOP Scheme 2005 shall be issued equivalent number of stock options (in the ratio - 1:1) by Transferee Company under its New ESOP Scheme (as explained in Scheme).Accordingly upon the Scheme becoming effective the existing exercise price of all the Stock Options for the option holders in the Company granted under NIIT ESOP 2005 has been adjusted between NIIT Limited and NIIT Learning Systems Limited in terms of the Scheme in the enclosed manner.