NIIT Learning Systems Limited — AGM Information 2023

Sep 27, 2023

==> picture [169 x 158] intentionally omitted <==

September 27, 2023

The Manager The Manager National Stock Exchange of India Limited BSE Limited Listing Department, Corporate Relationship Department, Exchange Plaza, 1[st] Floor, New Trading Ring, 5[th] Floor, Plot No. C/1, G Block, Rotunda Building, Bandra Kurla Complex, Phiroze Jeejeebhoy Towers, Bandra (E), Mumbai - 400 051 Dalal Street, Mumbai - 400 001

Sub: Submission of Summary of the proceedings of the 21[st] Annual General Meeting of NIIT Learning Systems Limited (“the Company”) held on September 27, 2023, pursuant to Schedule III read with Regulation 30 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (“Listing Regulations”)

Scrip Code: BSE – 543952; NSE – NIITMTS

Dear Sir/Madam,

This is to inform you that the 21[st] Annual General Meeting of the Members of the Company (“the AGM”/“the Meeting”) was held on Wednesday, September 27, 2023 at 10:00 A.M (IST) through Video Conferencing (‘’VC’’) / Other Audio Visual Means (‘’OAVM’’).

Following Directors and officials were present in the meeting through VC/OAVM:

Name	:	Designation
Mr. Rajendra Singh Pawar	:	Chairman
Mr. Vijay Kumar Thadani	:	Vice-Chairman & Managing Director
Mr. Sapnesh Kumar Lalla	:	Executive Director & Chief Executive Officer
Mr. Ravinder Singh	:	Non-Executive Independent Director; Chairperson of Audit
		Committee, Nomination & Remuneration Committee, Risk
		Management Committee and Corporate Social Responsibility
		Committee
Mr. Ravindra Babu Garikipati	:	Non-Executive Independent Director; Chairperson of Stakeholders
		Relationship Committee
Ms. Leher Vijay Thadani	:	Non-Executive Director
Dr. V S Parthasarathy	:	Non-Executive Independent Director
Mr. Sanjay Mal	:	Chief Financial Officer
Mr. Deepak Bansal	:	Company Secretary & Compliance Officer
Mr. Ashok Arora	:	Group Chief Financial Advisor
Mr. Sanjay Bachchani	:	Partner - S.R. Batliboi & Associates LLP, Statutory Auditor

In addition to the above, the Secretarial Auditor, Cost Auditor and other Official(s) of the Company were also present in the Meeting through VC/OAVM.

Mr. Milan Malik, Company Secretary of M/s. Milan Malik & Associates was also present at the meeting, who was appointed as scrutinizer for scrutinizing the remote e-Voting and e-Voting at the Meeting.

Mr. Rajendra Singh Pawar, Chairman presided over the Meeting. The Chairman welcomed all attending the Meeting and called the meeting to order as requisite quorum was present.

==> picture [397 x 62] intentionally omitted <==

==> picture [144 x 65] intentionally omitted <==

Mr. Deepak Bansal, the Company Secretary & Compliance Officer provided general instruction for AGM through VC/OAVM and also informed that the statutory registers and other requisite documents were available for inspection of members electronically.

He also informed the Members that the Company had provided the remote e-Voting facility on the e-Voting portal of National Securities Depository Limited (‘NSDL’) to the Members of the Company in respect of the businesses mentioned in the Notice of the AGM. The remote e-Voting commenced at 9:00 a.m. on Friday, September 22, 2023, and closed at 5:00 p.m. on Tuesday, September 26, 2023. Further, the Members present at the meeting and who could not cast their votes through remote e-Voting, were provided the opportunity to cast their votes at the meeting through the e-Voting system provided by NSDL.

With the consent of the members, the notice convening the 21[st] AGM of the Company, the Audited Annual Financial Statements for the financial year ended March 31, 2023, Board’s Report and the Auditors’ Report were taken as read. It was also informed that there is no qualification, reservation or adverse remark in the Statutory Auditors’ Report and the Secretarial Auditor’s Report.

The Chairman delivered his speech on the operations, achievements & future outlook of the Company.

The following business, as mentioned at item no. 1 to item no. 2 in the Notice of AGM, were explained and 'Questions & Answers' session was opened for the members. The queries raised by the Members were responded.

S. No.	Particulars of Business	Nature of Resolution
Ordinary Business
1.	Adoption of: a) the Audited Standalone Financial Statement of the Company for the financial year ended March 31, 2023 and the Reports of the Board of Directors and Auditors thereon; and b) the Audited Consolidated Financial Statement of the Company for the financial year ended March 31, 2023 and the Report of the Auditors thereon.	Ordinary
2.	Appointment of Mr. Sapnesh Kumar Lalla (DIN: 06808242) as a Director, who retires byrotationand being eligible, offershimself for re-appointment	Ordinary

Thereafter, the Chairman thanked the members for their continuous support and for attending and participating at the Meeting and requested the members to complete e-Voting for next 15 minutes. He further authorized Mr. Deepak Bansal, Company Secretary & Compliance Officer to declare the voting results and place the results on the website of the Company in accordance with the provisions of the Companies Act, 2013 and Listing Regulations.

The meeting was concluded at 11:11 A.M. (including time of e-Voting).

The voting results shall be intimated to the stock exchanges separately.

Thanking you,

Yours truly, For NIIT Learning Systems Limited DEEPAK BANSAL Digitally signed by DEEPAK BANSAL DN: c=IN, o=PERSONAL, pseudonym=32f5c0da77342f0bd8f79ffb664be17d, 2.5.4.20=1216E536739FFC0F492230DB78021D5721F5FA8A12FDBCBA2CB41D5333B6BFAB, postalCode=110033, st=DELHI, serialNumber=fff2c2cd651e10899edbc3dbc92c5db44be46796a9cc000c593547953a3b6f01, cn=DEEPAK BANSAL Date: 2023.09.27 20:18:11 +05'30' Deepak Bansal Company Secretary & Compliance Officer