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

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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 this meeting, amendment(s) thereto or re-enactment(s) thereof for the time and that his office shall be liable to retire by rotation. Corporate Overview Performance Overview Notice & Reports Financial Statements RESOLVED FURTHER THAT the Board of Directors of the re-enactment thereof for the time being in force), and subject Company (including any committee/official authorized by to such other approval(s), consent(s), or permission(s), the Board of Directors for this purpose) be and is hereby including that of the Central Government, as may be required, authorized to do all such acts, deeds, matters and things the approval of the Members of the Company be and is as may be considered necessary, proper or expedient for hereby accorded for payment of remuneration to Mr. Sapnesh matters connected therewith or incidental thereto including Kumar Lalla (DIN: 06808242), Executive Director & Chief seeking all necessary applicable approvals to give effect Executive Officer in accordance with the limits specified in the to this resolution and to settle any questions, difficulties or explanatory statement, i.e., up to Rs. 30,000,000 per annum doubts that may arise in this regard.” as total compensation (excluding leave and the perquisite value of stock options), in the event of absence or inadequacy 7. To approve the payment of remuneration to Mr. Vijay of profits in any financial year during the remaining period of Kumar Thadani, Vice-Chairman & Managing Director his tenure, i.e., from May 24, 2026 to May 23, 2028. of the Company, for the remaining period of tenure, in the event of absence or inadequacy of profits, and in RESOLVED FURTHER THAT the Board of Directors of the this regard, to consider and, if thought fit, to pass, with Company (including any committee/official authorized by or without modification(s), the following resolution as a the Board of Directors for this purpose) be and is hereby Special Resolution: authorized to decide the manner of payment of remuneration and other benefits, to do all such acts, deeds, matters and “RESOLVED THAT pursuant to the provisions of Sections things as may be considered necessary, proper or expedient 197, 198 and Schedule V and other applicable provisions, if in order to give effect to the above resolution and for matters any, of the Companies Act, 2013 (‘the Act’), read with the rules connected therewith or incidental thereto including seeking made thereunder and Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure all necessary approvals to give effect to this resolution and Requirements) Regulations, 2015 (including any statutory to settle any questions, difficulties or doubts that may arise in modification [Showing first 8,000 characters — download PDF for full document]