NIIT Ltd. — AGM Information 2021

Aug 5, 2021

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NIIT Limited

85, Sector-32, Institutional Gurgaon 122001, India Tel: +91 (124) 4293000 Fax: +91 (124) 4293333 Email: info@niit.com

Registered Office:

8, Balaji Estate, First Floor Guru Ravi das Marg, Kalkaji New Delhi 110 019, India CIN: L74899DL1981PLC015865

www.niit.com

August 5, 2021

The Manager	The Manager
National Stock Exchange of India Limited	BSE Limited
Listing Department	Corporate Relationship Department,
Exchange Plaza	1stFloor, New Trading Ring,
5thFloor, 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 38[th] Annual General Meeting of the Company held on August 5, 2021, pursuant to Schedule III read with Regulation 30 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015

Dear Sir,

This is to inform you that the 38[th] Annual General Meeting of the Members of the Company (“the AGM”/”the Meeting”) was held on Thursday, August 5, 2021 at 03.30 P.M IST through Video Conferencing (‘’VC’’) / Other Audio Visual Means (‘’OAVM’’).

Mr. Rajendra S Pawar, Chairman presided over the Meeting and called the Meeting to order as requisite quorum was present.

All directors (except Ms. Geeta Mathur due to personal exigency), Chief Executive Officer, Chief Financial Officer, Company Secretary, Representatives of Statutory Auditor, Secretarial Auditor, Cost Auditor and Scrutinizer were present in the meeting through VC/OAVM.

The Chairman welcomed all attending the Annual General Meeting and called the meeting to order as requisite quorum was present.

Mr. Deepak Bansal, the Company Secretary provided general instruction for annual general meeting through video conferencing/other audio visual means and also informed that the statutory registers and other requisite documents were available for inspection of members electronically.

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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 Monday, August 2, 2021 and closed at 5:00 p.m. on Wednesday, August 4, 2021. Members who had not cast their votes during this period and participated in the meeting were provided the opportunity to cast their votes through the e- voting system provided by NSDL. The e-voting window was opened at the beginning of the AGM and closed post 15 minutes of the conclusion of the AGM. Mr. Nityanand Singh, Company Secretary of M/s Nityanand Singh & Co., was appointed as scrutinizer for scrutinizing the remote e-voting and e-voting at the Meeting.

With the consent of the members, the notice convening the 38[th] AGM of the Company, the Audited Annual Financial Statements for the financial year ended March 31, 2021, Boards' Report and the Auditor's 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 Auditors’ 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 13 in the Notice of AGM, were explained and 'Questions & Answers' session was opened for the members. The management responded to the queries posted by the members.

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, 2021 together with 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, 2021 together with the Report of the Auditors thereon.	Ordinary
2.	Declaration of Dividend on Equity Shares of the Company for the financialyearendedMarch31,2021	Ordinary
3.	Appointment of Mr. Parappil Rajendran (DIN 00042531) as a Director, who retires by rotation and being eligible, offers himself for re- appointment	Ordinary
Special Business
4.	Ratification of remuneration of Cost Auditor for the financial year 2020- 21	Ordinary
5.	Appointment of Mr. Sapnesh Kumar Lalla (DIN: 06808242) as Whole- time Director of the Company to be designated as Executive Director and Chief Executive Officer for a consecutive period of 5 years with effect from August 5,2021	Special
6.	Appointment of Ms. Avani Vishal Davda (DIN: 07504739) as an Independent Director of the Company for a consecutive period of 5 years with effect from June 5,2021	Ordinary

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7.	Appointment of Ms. Sangita Singh (DIN: 07694463) as an Independent Director of the Company for a consecutive period of 5 years with effect from June 5,2021	Ordinary
8.	Appointment of Mr. Udai Singh Pawar (DIN: 03477177) as Non- executive Non-Independent Director of the Company with effect from August 5,2021	Ordinary
9.	Appointment of Ms. Leher Vijay Thadani (DIN: 03477205) as Non- executive Non-Independent Director of the Company with effect from August 5,2021	Ordinary
10.	Approval of remuneration to Mr. Rajendra Singh Pawar (DIN: 00042516), Non-executive Director & Chairman of the Company for theperiod June 1,2021 to May30,2022	Special
11.	Approval of remuneration to Mr. Parappil Rajendran (DIN: 00042531), Joint Managing Director of the Company during the remaining period of his tenure	Special
12.	Approval of remuneration to Non-executive Directors of the Company	Ordinary
13.	Approval of the shifting of Registered Office of the Company from the NationalCapital Territory (NCT) of Delhito the State of Haryana	Special

Thereafter, the Chairman announced for the e-voting on the aforesaid items as set out in the Notice of the AGM. He further authorized Mr. Deepak Bansal, Company Secretary to declare the voting results and place the results on the website of the Company in accordance with the provisions of the Act and Listing Regulations.

The meeting was concluded with a vote of thanks.

The Company will separately intimate the voting results to the stock exchanges.

Thanking you,

Yours truly, For NIIT Limited

Digitally signed Deepak by Deepak Bansal Bansal Date: 2021.08.05 18:02:27 +05'30'

Deepak Bansal Company Secretary