NIIT Learning Systems Limited has successfully completed the acquisition of 100% equity stake in SweetRush Inc., a prominent US-based provider of strategic training interventions and custom learning solutions. The transaction was approved by the company's Board of Directors on January 9, 2026, and executed through its wholly owned overseas subsidiary NIIT (USA) Inc.

Acquisition Details and Financial Terms

The strategic acquisition involves a comprehensive purchase agreement with significant financial commitments and performance-based components.

The aggregate purchase price includes earnout amounts payable over the next five years, subject to the performance of SweetRush and customary adjustments as per the terms of definitive agreements.

About SweetRush Inc.

SweetRush Inc., founded in 2001 and headquartered in San Francisco, USA, operates as a leader in the corporate learning and development industry. The company specializes in strategic training interventions and high-end custom learning solutions for Fortune 1000 enterprises and professional associations. SweetRush also maintains a wholly owned subsidiary, Sociedad de Responsabilidad Limitada, in Costa Rica.

Financial Performance Overview

SweetRush has demonstrated consistent revenue performance over the past three years:

*Estimated figures

Strategic Rationale and Business Synergies

The acquisition forms part of NIIT Learning Systems' stated strategy to drive growth through strategic investments aimed at building new capabilities, geographic expansion, and penetrating attractive customer segments. The transaction brings together SweetRush's custom, AI-enabled, human-centered learning experience design with NIIT's global managed learning scale.

SweetRush is recognized for award-winning strategic learning interventions and custom learning solutions, including certification-oriented content and a growing talent solutions capability. NIIT brings a comprehensive, AI-enabled Managed Learning Services platform serving Global 1000 enterprises, enabling clients to optimize learning investments with measurable outcomes.

Key Strategic Benefits

The acquisition supports NIIT's growth strategy through several key areas:

• Expanded Services Portfolio: Strategic learning interventions, certification solutions, and talent solutions positioned to drive wallet share expansion across enterprise, association, and not-for-profit client segments
• Revenue Model Enhancement: Opportunity to convert project-based relationships into longer-duration, annuity-like managed learning engagements by extending NIIT's broader Managed Learning Services platform to SweetRush's client base

Regulatory and Compliance Aspects

The acquisition does not require any governmental or regulatory approvals, streamlining the completion process. The transaction does not fall within related party transactions, and no promoter, promoter group, or group companies have any interest in the acquired entity. The disclosure was made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

NIIT Learning Systems Limited has successfully completed a major strategic acquisition in the US market, with its wholly owned subsidiary NIIT (USA), Inc. acquiring 100% equity stake in SweetRush, Inc. The Board of Directors approved this investment on January 9, 2026, marking a significant expansion of the company's global learning services portfolio.

Acquisition Overview

The transaction details highlight the strategic nature of this acquisition:

About SweetRush Inc.

SweetRush, founded in 2001 and headquartered in San Francisco, USA, is a recognized leader in strategic training interventions and high-end custom learning solutions. The company serves Fortune 1000 enterprises and professional associations, specializing in AI-enabled, human-centered learning experience design.

The company's financial performance over the past three years demonstrates consistent revenue generation:

SweetRush also operates through a wholly owned subsidiary, Sociedad de Responsabilidad Limitada, located in Costa Rica.

Strategic Benefits and Synergies

The acquisition supports NIIT Learning Systems' stated growth strategy through multiple strategic advantages. The transaction brings together SweetRush's custom, AI-enabled learning experience design capabilities with NIIT's global managed learning scale and comprehensive platform serving Global 1000 enterprises.

Key strategic benefits include:

• Expanded Services Portfolio: Integration of strategic learning interventions, certification solutions, and talent solutions to drive wallet share expansion across enterprise, association, and not-for-profit client segments
• Enhanced Client Relationships: Opportunity to convert project-based relationships into longer-duration, annuity-like managed learning engagements by extending NIIT's broader Managed Learning Services platform to SweetRush's client base
• Geographic Expansion: Strengthened presence in the US corporate learning market
• Capability Enhancement: Addition of award-winning strategic learning interventions and certification-oriented content development expertise

Transaction Structure

The acquisition was structured as a cash transaction with performance-based earnouts. The aggregate purchase price of up to $26 million includes earnout amounts payable over the next five years based on SweetRush's performance, with payments subject to customary adjustments as per the terms of definitive agreements.

The transaction does not fall within related party transactions, and no promoter or group companies have any interest in the acquired entity. Additionally, no governmental or regulatory approvals were required for completing this acquisition.

Industry Impact

This acquisition positions NIIT Learning Systems to capitalize on the growing demand for corporate learning and development solutions. The combination creates a comprehensive offering that spans from strategic learning interventions to managed learning services, enabling clients to optimize their learning investments with measurable outcomes across diverse industry segments.