Shareholders meeting

MANAGED TRAINING SERVICES Corporate Office: lnfocity, A-24, Sector 34 Gurugram 122 001, Haryana, India Tel: +91 (124) 4916500 www.niitmts.com Email: info@niitmts.com September 9, 2026 The Manager The Manager BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, Bandra Kurla Complex, Dalal Street, Mumbai - 400 001 Bandra (E), Mumbai - 400 051 Sub: Voting Results of 24th Annual General Meeting of NIIT Learning Systems Limited (“the Company”) pursuant to Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) Scrip Code: BSE – 543952; NSE – NIITMTS Dear Sir/Madam, This is in continuation of our earlier letter dated September 9, 2026, regarding the submission of the summary of proceedings of the 24th Annual General Meeting ("AGM") of the Company held on Wednesday, September 9, 2026, at 12:30 P.M. (IST) through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM"). We hereby submit the voting results of the 24th AGM of the Company, along with the consolidated Scrutinizer's Report on remote e-voting conducted prior to the AGM and e-voting conducted during the AGM. We would like to inform that following items/resolutions as set out in the Notice of the AGM dated June 17, 2026, have been duly approved by the members with the requisite majority. S. No. Particulars of Business Nature of Resolution(s) Ordinary Business 1. Adoption of: Ordinary a) the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2026, 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, 2026, and the Report of the Auditors thereon. 2. Declaration of dividend on Equity Shares of the Company for the financial Ordinary year ended March 31, 2026. 3. Appointment of Mr. Rajendra Singh Pawar (DIN: 00042516) as a director, Ordinary who retires by rotation and, being eligible, offers himself for re- appointment. 4. Appointment of Mr. Vijay Kumar Thadani (DIN: 00042527) as a director, Ordinary who retires by rotation and, being eligible, offers himself for re- appointment. Special Business 5. Ratification of the remuneration of Cost Auditors of the Company for the Ordinary financial year 2025-26. NIIT Learning Systems Limited (Formerly MindChampion Learning Systems Limited) Registered Office: Plot No. 85, Sector 32, Institutional Area, Gurugram 122 001, Haryana, India I Tel: +91 (124) 4293000 I CIN: L72200HR 2001 PLC 099478 S. No. Particulars of Business Nature of Resolution(s) 6. Approval of continuation of directorship of Mr. Rajendra Singh Pawar Special (DIN: 00042516), Non Executive, Non Independent Director and Chairman of the Company, who has attained the age of seventy-five years. ‑ ‑ 7. Approval of the payment of remuneration to Mr. Vijay Kumar Thadani Special (DIN: 00042527), Vice-Chairman & Managing Director of the Company, for the remaining period of tenure, in the event of absence or inadequacy of profits. 8. Approval of the payment of remuneration to Mr. Sapnesh Kumar Lalla Special (DIN: 06808242), Executive Director & Chief Executive Officer of the Company, for the remaining period of tenure, in the event of absence or inadequacy of profits. 9. Approval of the payment of remuneration to Non-Executive Directors of Ordinary the Company for the remaining period of tenure, in the event of absence or inadequacy of profits. The aforesaid voting results and the Scrutinizer's Report shall be available on the Company's website at www.niitmts.com and on the website of National Securities Depository Limited at www.evoting.nsdl.com. Thanking you, Yours truly, For NIIT Learning Systems Limited Deepak Bansal Company Secretary & Compliance Officer Encl.: a/a LEXNEXUSCORPORATESOLUT/ONSLLP E-261 (LGF), Greater Kailash-1, Company Secretaries & legal consultants New Delhi-110048 Ph: 91-9811555848 Email: csmilaimzalik@gmail.com Report of Scrutinizer [Pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended] The Chainnan NIIT Learning Systems Limited Plot No. 85, Sector 32, Institutional Area, Gurugram - 122001, Haryana Subject: Scrutinizer's Report on 24111 Annual General Meeting (' AGM") of Members of the Company held on Wednesday, September 09, 2026 at 12:30 P.M. (1ST) through Video Conferencing (''VC") I Other Audio Visual Means ("OAVM") Dear Sir, I, Milan Malik, Designated Partner of "Lexnexus Corporate Solutions LLP', Company Secretaries and Legal consultants having office at E-261, LGF, Greater Kailash - 1, New Delhi - 110048, have been appointed as the Scrutinizer by the Board of Directors of the NIIT Learning Systems Limited ("the Company"), pursuant to Section 108 of the Companies Act, 2013 ("the Act") read with rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time and General Circular No. 09/2024 dated September 19, 2024 and latest being 03/2025 dated September 22, 2025 issued by the Ministry of Corporate Affairs (MCA) and Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 3, 2024 issued by Securities and Exchange Board of India (SEBI) (hereinafter collectively referred to as "the Circulars") and other applicable circulars and notifications issued (including any statutory modifications or re-enactment thereof for the time being in force and as amended from time to time, for the purpose of conducting remote e-Voting and e-Voting at the AGM in respect of the below mentioned resolutions proposed at the 24th Annual General Meeting of the members of the Company held on Wednesday, 09th day of September 2026 at 12:30 P.M. (1ST) through Video Conferencing ("VC")/ Other Audio Visual Means ("OA VM"). In the above matter, I submit my Report as under: (i) The Notice of the AGM dated June 17, 2026, along with the Annual Report 2025-26, was sent through electronic mode (e-mail) to all Members whose e-mail addresses were registered with the Company/RTA/Depositories (National Securities Depository Limited and Central Depository Services (India) Limited). (ii) The Company had availed the e-Voting facility offered by National Securities Depository Limited ("NSDL") for conducting voting through remote e-voting for participation in the AGM through VC / OAVM and e-voting during the AGM by the Shareholders of the Company. (iii) The remote e-Voting period commenced on Friday, September 4, 2026, at 9:00 A.M. (1ST) and ended on Tuesday, September 8, 2026, at 5:00 P.M. (IST) and the remote e-Voting module was disabled by NSDL for voting thereafter. For LEXNEXUS COi":f G For NIIT Learning Sy~tems Li~~•d Deepak Bansal Company Secretary (iv) The Company had also provided e-Voting facility to the shareholders attending the AGM through VC / OA VM and who had not cast their vote earlier. (v) The shareholders of the Company holding shares as on the Cut-off Date, i.e., Wednesday, September 2, 2026, were entitled to vote on the resolutions as stated in the Notice of the AGM. (vi) I have scrutinized and reviewed the process for remote e-Voting and e-Voting at AGM and votes cast therein based on the data downloaded from the NSDL e-Voting system. (vii) I had monitored the process of remote e-Voting through Scrutinizer's secured link provided by NSDL on the designated website. (viii) My responsibility as a Scrutinizer for thee-Voting is restricted to provide a Scrutinizer's Report of the votes cast "in favour" or "against" the Resolutions stated in Notice dated June 17, 2026 based on the reports generated from thee-Voting system provided by NSDL, the Authorized agency engaged to provide e-Voting facilities to the company. (ix) Particulars of all remote e-Voting received from the members have been entered in the register maintained for that purpose. (x) The Company had also published newspaper advertisements on August 15, 202 [Showing first 8,000 characters — download PDF for full document]