NIIT Ltd. — Regulatory Filings 2021

Jun 21, 2021

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SECRETARIAL COMPLIANCE REPORT OF NIIT LIMITED

FOR THE YEAR ENDED MARCH 31, 2021

To,

NIIT Limited

Plot No. 85, Sector 32,

Gurgaon,Haryana-122001

We, PI & Associates have examined:

• (a) all the documents and records made available to us and explanation provided by NIIT Limited (“the listed entity/ Company”),

• (b) the filings/ submissions made by the listed entity to the stock exchanges,

• (c) website of the listed entity,

• (d) any other document/ filing, as may be relevant, which has been relied upon to make this certification,

for the year ended March 31, 2021(“Review Period”) in respect of compliance with the provisions of:

• (a) the Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and the Regulations, circulars, guidelines issued thereunder; and

• (b) the Securities Contracts (Regulation) Act, 1956 (“SCRA”), rules made thereunder and the Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of India (“SEBI”);

The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have been examined, include: -

• (a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

• (b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (not applicable to the Company during the period under review)

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CORPORATE OFFICE

D-28 South Extn. Part-I, New Delhi – 110049, India | T : +91 11 40622200 | F +91 11 40622201 | E : info@piassociates.co.in LOCATIONS Hyderabad | Trivandrum | Vadodara

www.piassociates.co.in

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• (c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

• (d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;

• (e) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;

• (f) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (not applicable to the Company during the period under review)

• (g) Securities and Exchange Board of India(Issue and Listing of Non-Convertible and Redeemable Preference Shares) Regulations,2013; (not applicable to the Company during the period under review)

• (h) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

• (i) Securities and Exchange Board of India (Depositories and Participant) Regulations, 2018; and circulars/ guidelines issued thereunder;

and based on the above examination, we hereby report that, during the Review Period:

• (a) The listed entity has complied with the provisions of the above Regulations and circulars/

• guidelines issued thereunder, except in respect of matters specified below: -

Sr. no.	Compliance Requirement (Regulations/circulars/guidelines including specific clause)	Deviations	Observations/Remarks of the Practicing Company Secretary
NIL

• (b) The listed entity has maintained proper records under the provisions of the above Regulations and circulars/ guidelines issued thereunder insofar as it appears from my/our examination of those records.

• (c) The following are the details of actions taken against the listed entity/ its promoters/ directors/ material subsidiaries either by SEBI or by Stock Exchanges ( including under the

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CORPORATE OFFICE

D-28 South Extn. Part-I, New Delhi – 110049, India | T : +91 11 40622200 | F +91 11 40622201 | E : info@piassociates.co.in LOCATIONS Hyderabad | Trivandrum | Vadodara

www.piassociates.co.in

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Standard Operating Procedures issued by SEBI through various circulars) under the aforesaid Acts/ Regulations and circulars/ guidelines issued thereunder:

Sr. No.	Action taken by	Details of violation	Details of action taken E.g. fines, warning letter, debarment, etc.	Observations/ remarks of the Practicing Company Secretary, if any.
NIL

(d) The listed entity has taken the following actions to comply with the observations made in previous reports:

Sr. No.	Observations of the Practicing Company Secretary in the previous reports	Observations made in the secretarial compliance report for the year ended… (The years are to be mentioned)	Actions taken by the listed entity, if any	Comments of the Practicing Company Secretary on the actions taken by the listed entity
NOT APPLICABLE

For PI & Associates, Company Secretaries

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Date: June 4, 2021 Place: New Delhi

Nitesh Latwal Partner ACS No.: A32109 C P No.: 16276 UDIN: A032109C000431409

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CORPORATE OFFICE

D-28 South Extn. Part-I, New Delhi – 110049, India | T : +91 11 40622200 | F +91 11 40622201 | E : info@piassociates.co.in LOCATIONS Hyderabad | Trivandrum | Vadodara

www.piassociates.co.in