NIIT Learning Systems Limited — AGM Information 2025

Sep 24, 2025

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September 24, 2025

The Manager BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001

The Manager National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Bandra (E), Mumbai - 400 051

Sub: Submission of summary of the proceedings of 23[rd] Annual General Meeting of NIIT Learning Systems Limited held on September 24, 2025, pursuant to Schedule III read with Regulation 30 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015

Scrip Code: BSE – 543952; NSE – NIITMTS

Dear Sir/Madam,

This is to inform you that 23[rd] Annual General Meeting of the Members of the Company (“the AGM”/ “the Meeting”) was held on Wednesday, September 24, 2025, at 3:00 P.M (IST) through Video Conferencing (‘’VC’’) / Other Audio Visual Means (‘’OAVM’’).

The 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	Nomination	&
		Remuneration Committee, Stakeholders’ Relationship			Committee	and
		Corporate Social Responsibility Committee
Dr. V S Parthasarathy	:	Non-Executive Independent Director; Chairperson of		Audit	Committee	and
		Risk Management Committee
Ms. Leher Vijay Thadani	:	Non-Executive Director
Ms. Sangita Singh	:	Non-Executive Independent Director
Mr. Sanjay Mal	:	Chief Financial Officer
Mr. Deepak Bansal	:	Company Secretary & Compliance Officer
Mr. Ashok Arora	:	Group Financial Advisor
Mr. Yogendra Seth	:	Partner - S. R. Batliboi & Associates LLP, Statutory Auditors

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

Mr. Milan Malik, Practicing Company Secretary and Designated Partner of Lexnexus Corporate Solutions LLP, was also present in the Meeting through VC/OAVM. He was appointed as scrutinizer for scrutinizing the remote e-Voting and e-Voting conducted during the Meeting.

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

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

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He also informed the members that the Company had provided the e-Voting facility through National Securities Depository Limited (‘NSDL’) for the resolutions set out in the Notice of AGM. The remote e-Voting period commenced at 9:00 A.M. on Friday, September 19, 2025, and concluded at 5:00 P.M. on Tuesday, September 23, 2025. Furthermore, the members who were present at the meeting and had not cast their votes through remote e-Voting were provided with the opportunity to vote during the meeting through NSDL e-Voting system.

With the consent of the members, the notice convening the 23[rd] AGM of the Company, the Audited Annual Financial Statements for the financial year ended March 31, 2025, the Board’s Report and the Auditors’ Report were taken as read. It was further informed that there were no qualifications, reservations or adverse remarks in the reports of Statutory Auditors and the Secretarial Auditors.

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

The following business items from item no. 1 to item no. 7, as mentioned in the Notice of AGM, were taken up and explained. A ‘Questions & Answers’ session was opened for the members, during which queries raised by the members were duly addressed.

S. No.	Particulars of Business	Nature of Resolution(s)
Ordinary Business
1.	Adoption of: a) the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2025, and the Reports of the Board of Directors and Auditors thereon; and b) the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2025, and the Report of the Auditors thereon.	Ordinary
2.	Appointment of Mr. Sapnesh Kumar Lalla (DIN: 06808242) as a director, who retires by rotation and being eligible, offers himself for re- appointment	Ordinary
3.	Appointment of Ms. Leher Vijay Thadani (DIN: 03477205) as a director, who retires by rotation and being eligible, offers herself for re- appointment	Ordinary
4.	Declaration of dividend on Equity Shares of the Company for the financialyearendedMarch31,2025	Ordinary
Special Business
5.	Ratification of the remuneration of Cost Auditor for the financial year 2024-25	Ordinary
6.	Appointment of Secretarial Auditors of the Company for a term of five (5) consecutive financial years commencing from April 1, 2025 till March 31,2030	Ordinary
7.	Approval of the payment of remuneration to Mr. Rajendra Singh Pawar, Non-Executive Director and Chairman of the Company	Special

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

The meeting was concluded at 4:08 P.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 Digitally signed by Deepak Bansal Bansal Date: 2025.09.24 17:00:55 +05'30' Deepak Bansal Company Secretary & Compliance Officer