Notice of 24th Annual General Meeting and Annual Report - 2025-26 of the Company.

August 14, 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 Subject: Notice of 24th Annual General Meeting and Annual Report - 2025-26 Scrip Code: BSE - 543952; NSE - NIITMTS Dear Sir/Madam, This is continuation to our letter dated August 5, 2026, informing that the 24th Annual General Meeting (‘AGM’) of the Members of the Company will be held on Wednesday, September 9, 2026, at 12:30 P.M. (IST) through Video Conferencing (‘VC’)/ Other Audio-Visual Mode (‘OAVM’) in compliance with MCA & SEBI Circulars, without the physical presence of members at a common venue. In compliance with Regulation 34(1)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), please find enclosed the electronic copy of the Notice of the AGM and the Annual Report, which includes, inter alia, the Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2026, the Board’s Report and the Auditors’ Report. These documents are being sent only by email to Members whose email addresses as on Friday August 7, 2026, are registered with the Company, Registrar & Share Transfer Agent and Depository Participants. Pursuant to Regulation 36(1)(b) of Listing Regulations, a letter containing the weblink and QR code to access the Notice of AGM and Annual Report is also being sent to the members who had not registered their email addresses. The Notice of the AGM and the Annual Report are available on the Company’s website at www.niitmts.com and can be accessed with following links and QR codes: Particulars Weblink QR Code Notice AGM Notice Annual Report Annual Report The Company is providing its members with the facility to vote through remote e-voting, participate in the AGM through VC/ OAVM, and e-Voting during the AGM. These facilities will be provided by National Securities Depository Limited (‘NSDL’). The procedure for e-Voting and participation in the AGM through VC/ OAVM is detailed in notes to the AGM Notice. The shareholders of the Company holding shares as on the cut-off date i.e., Wednesday, September 2, 2026, shall be entitled to cast their votes through remote e-Voting and attend the AGM through VC/ OAVM, with the option to e-Vote during the AGM. The remote e-Voting period will commence on Friday, September 4, 2026, at 9:00 A.M. and end on Tuesday, September 8, 2026, at 5:00 P.M. After this period, the e-Voting module will be disabled by NSDL. Kindly acknowledge the receipt. Thanking you, For NIIT Learning Systems Limited Deepak Bansal Company Secretary & Compliance Officer Corporate Overview Performance Overview Notice & Reports Financial Statements Corporate Overview Performance Overview Notice & Reports Financial Statements Corporate Overview Performance Overview Notice & Reports Financial Statements Corporate Overview Performance Overview Notice & Reports Financial Statements Corporate Overview Performance Overview Notice & Reports Financial Statements Corporate Overview Performance Overview Notice & Reports Financial Statements Corporate Overview Performance Overview Notice & Reports Financial Statements Corporate Overview Performance Overview Notice & Reports Financial Statements Corporate Overview Performance Overview Notice & Reports Financial Statements Corporate Overview Performance Overview Notice & Reports Financial Statements Corporate Overview Performance Overview Notice & Reports Financial Statements Corporate Overview Performance Overview Notice & Reports Financial Statements Corporate Overview Performance Overview Notice & Reports Financial Statements Corporate Overview Performance Overview Notice & Reports Financial Statements I-VOTING CONVENIENT, SECURE, ACCESSIBLE. RESOLUTIONS ANNUAL GENERAL IMPORTANT ITEMS FOR YOUR APPROVAL AND DECISION. MEETING NOTICE TRANSPARENCY COMMITTED TO OPENNESS AND ACCOUNTABILITY. SHAREHOLDER ENGAGEMENT YOUR TRUST DRIVES OUR PROGRESS. Notice is hereby given that the 24th Annual General Meeting being in force, the remuneration of Rs. 250,000/- (excluding (“AGM”) of the Members of NIIT Learning Systems Limited (“the applicable taxes and reimbursement of out-of-pocket Company”) will be held on Wednesday, 9th day of September 2026 expenses, if any) payable to M/s. Ramanath Iyer & Co., Cost at 12:30 P.M. (IST) through Video Conferencing (“VC”) / Other Audio Accountants (Firm Registration No. 000019), appointed as Visual Means (“OAVM”), to transact the following businesses. The Cost Auditors of the Company by the Board of Directors to proceedings of the AGM shall be deemed to be conducted at conduct the audit of the cost records of the Company for the Registered Office of the Company at Plot No. 85, Sector 32, the financial year 2025–26, be and is hereby ratified by the Institutional Area, Gurugram - 122001, Haryana. Members of the Company. ORDINARY BUSINESS RESOLVED FURTHER THAT the Board of Directors of the Company (including any committee/official authorized by 1. To receive, consider and adopt: the Board of Directors for this purpose) be and is hereby a) the audited standalone financial statements of the authorized to do all such acts, deeds, matters and things as Company for the financial year ended March 31, 2026, may be considered necessary, proper or expedient in order to and the reports of the Board of Directors and Auditors give effect to the above resolution and for matters connected thereon; and therewith or incidental thereto including seeking all necessary approvals to give effect to this resolution and to settle any b) the audited consolidated financial statements of the questions, difficulties or doubts that may arise in this regard.” Company for the financial year ended March 31, 2026, and the report of the Auditors thereon. 6. To approve continuation of directorship of Mr. Rajendra Singh Pawar (DIN : 00042516), Non- Executive, Non- Independent 2. To declare dividend on Equity Shares of the Company for the Director and Chairman of the Company, who has attained financial year ended March 31, 2026. the age of seventy five years and in this regard to consider 3. To appoint Mr. Rajendra Singh Pawar (DIN: 00042516), as and if thought fit, to pass with or without modification(s), a director, who retires by rotation and being eligible, offers the following resolution as Special Resolution: himself for re-appointment. “RESOLVED THAT pursuant to the provisions of Section 4. To appoint Mr. Vijay Kumar Thadani (DIN: 00042527), as 152 and any other applicable provisions of the Companies a director, who retires by rotation and being eligible, offers Act, 2013 (“the Act”) and the Rules made thereunder and himself for re-appointment. Regulation 17 and other applicable regulations of the Securities and Exchange Board of India (Listing Obligations SPECIAL BUSINESS and Disclosure Requirements) Regulations, 2015 including 5. To ratify the remuneration of Cost Auditors for the financial any statutory modification(s) and/or re-enactment(s) thereof year 2025-26 and in this regard to consider and if thought for the time being in force and other applicable laws, if any, fit, to pass with or without modification(s), the following and subject to such other approvals/permissions/sanctions of resolution as an Ordinary Resolution: the statutory authorities as may be necessary, the approval of the members of the Company be and is hereby accorded to “RESOLVED THAT pursuant to the provisions of Section the continuation of Mr. Rajendra Singh Pawar (DIN: 00042516) 148 and other applicable provisions of the Companies as Non-Executive, Non-Independent Director and Chairman Act, 2013 (“the Act”), read with the Companies (Audit and of the Company, who has attained the age of seventy five Auditors) Rules, 2014, including any statutory modification(s), years, for a period of five years from the date of thi [Showing first 8,000 characters — download PDF for full document]