Children with developmental disorders of reading are argued to have procedural learning deficits, such as incompetency to learn sequences. However, the evidence is weak. Learning in procedural system undergoes at least two well-known phases, initial acquisition and later offline consolidation. And, offline sequence learning is less studied in children with reading difficulties. In the present study, we present data on initial and later learning rates of implicit sequences in a group of children with (n=22) and without (n=22) reading difficulties in English whose native language is Kannada, a structurally distinct language to English. Our population is unique and were never studied on their procedural learning. They are unique in the sense that they receive extensive literacy exposure in English (which is their L2) from very early age, however, their oral fluency in L2 and text exposure in L1 are limited. We ran an implicit serial reaction time task to test their learning rates of 10- item visuo-spatial sequences on both initial and later sessions (> 24 & < 48 hours). Findings showed that poor readers showed slower learning rates only on later learning phase, where as their learning rate on initial learning phase was comparable to good readers. Further, learning slopes did not predict literacy scores in either of the groups. The importance of examining the learning processes holistically in children with reading difficulties and the findings’ potential contribution to informing the theories arguing procedural learning deficits are discussed.