NIIT Technologies LimitedNIIT Technologies Limited Regd. Office : 8, Balaji Estate, First Floor, Guru Ravi Das Marg, Kalkaji, New Delhi - 110 019 NOTICE

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NIIT Technologies LimitedRegd. Office : 8, Balaji Estate, First Floor, Guru Ravi Das Marg, Kalkaji, New Delhi - 110 019Email: [email protected] , Website: www.niit-tech.comPh. No. +91 11 41675000 Fax : +91 11 41407120CIN:L65993DL1992PLC048753

Notice is hereby given that the Twenty Second Annual General Meeting of the members of NIIT Technologies Limited will be held on Monday, July 7, 2014 at 9:00 a.m. at Mapple Exotica, Khasra No. 123, Chattarpur Mandir Road, Satbari, New Delhi 110 074 to transact the following businesses:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Balance Sheet as at March 31, 2014 and the Audited Profit and Loss Account for the financial year ended on that date along with the reports of the Auditors and Directors thereon.

2. To declare dividend on equity shares.3. To appoint a Director in place of Mr. Vijay K Thadani

(DIN 00042527), who retires by rotation at this AGM and, being eligible, has offered himself for re-appointment.

4. To appoint M/s Price Waterhouse as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the twenty fifth Annual General Meeting of the Company and to fix their remuneration and for the purpose, to consider and if thought fit, to pass, with or without modification(s) the following resolution, as an Ordinary Resolution:

“RESOLVED THAT M/s Price Waterhouse, Chartered Accountants (ICAI Registration No. 087191), be and are hereby appointed as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of Twenty Fifth Annual General Meeting of the Company (subject to ratification of the appointment by the members at every AGM held after this AGM) at such remuneration as shall be fixed by the Board of Directors.”

SPECIAL BUSINESS:

5. To approve amendment in existing Article 66 of the Articles of Association of the Company and in this regard to consider and if thought fit, to pass, with or without modifications, the following resolution as a SPECIAL RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Section 14 and any other applicable provisions of the Companies Act, 2013, the existing Article 66 the Articles of Association of the Company be and is hereby amended/altered to read as follows:

The Directors may elect one of themselves to the office of the Chairman of the Board of Directors,and the same person may also be appointed as Managing Director of the Company. The Chairman so appointed shall preside over all the meetings of the Board and the General Meetings during the tenure of his office.

RESOLVED FURTHER THAT the Board of Directors or Company Secretary of the Company be and is

hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

6. To re-appoint Mr. Rajendra S Pawar (DIN 00042516) as Chairman and Managing Director and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as an ORDINARY RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Sections 160, 196, 197, 198, and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel), Rules 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the relevant clauses of Articles of Association of the Company, and receipt of such statutory approvals, if any, as may be necessary, being obtained from the appropriate authorities to the extent applicable or necessary and subject to such conditions and modifications as may be prescribed or imposed while granting such approvals, consent of the Company be and is hereby accorded to re- appointment of Mr. Rajendra S Pawar (DIN 00042516) as Chairman and Managing Director of the Company, in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director, for a period of 5 years w.e.f. June 1, 2014.

RESOLVED FURTHER THAT in pursuance of the provisions of sub-section (6) of section 152 of the Companies Act, 2013, the term of appointment of Mr. Rajendra S Pawar as Director of the Company be altered so that he shall be liable to retire by rotation.

RESOLVED FURTHER THAT approval be and is hereby accorded to the remuneration, perquisites, benefits and amenities payable as per the terms and conditions of the Agreement to be entered into by Mr. Rajendra S.Pawar with the Company for the aforesaid appointment and as set out in the statement annexed to the Notice including salary, perquisites, benefits and amenities.

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to alter and/or vary the terms and conditions of the said appointment and/ or enhance, enlarge, alter or vary the scope and quantum of remuneration, perquisites, benefits and amenities payable to Mr. Rajendra S. Pawar in the light of further progress of the Company which shall be in accordance with the prescribed provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof, for the time being in force).

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RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to do all such acts, deeds, matters and things as may be necessary and sign and execute all documents or writings as may be necessary, proper or expedient for the purpose of giving effect to this resolution and for matters concerned therewith or incidental thereto”

7. To re-appoint Mr. Arvind Thakur (DIN 00042534) as CEO and Jt. Managing Director and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as an ORDINARY RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Sections 160, 196,197,198 and 203, read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel), Rules 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) ,the relevant clauses of Articles of Association of the Company, and receipt of such statutory approvals, if any, as may be necessary, being obtained from the appropriate authorities to the extent applicable or necessary and subject to such conditions and modifications as may be prescribed or imposed while granting such approvals, consent of the Company be and is hereby accorded to re- appointment of Mr. Arvind Thakur (DIN 00042534) as CEO and Jt. Managing Director of the Company, in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director, for a period of 5 years w.e.f. June 1 2014.

RESOLVED FURTHER THAT in pursuance of the provisions of sub-section (6) of section 152 of the Companies Act, 2013, the term of appointment of Mr. Arvind Thakur as Director of the Company be altered so that he shall be liable to retire by rotation.

RESOLVED FURTHER THAT approval be and is hereby accorded to the remuneration, perquisites, benefits and amenities payable as per the terms and conditions of the Agreement to be entered into by Mr. Arvind Thakur with the Company for the aforesaid appointment and as set out in the statement annexed to the Notice including the salary, perquisites, benefits and amenities.

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to alter and/or vary the terms and conditions of the said appointment and/ or enhance, enlarge, alter or vary the scope and quantum of remuneration, perquisites, benefits and amenities payable to Mr. Arvind Thakur in the light of further progress of the Company which

shall be in accordance with the prescribed provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or reenactment thereof, for the time being in force).

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to do all such acts, deeds, matters and things as may be necessary and sign and execute all documents or writings as may be necessary, proper or expedient for the purpose of giving effect to this resolution and for matters concerned therewith or incidental thereto”.

8. To approve payment of minimum remuneration to Mr. Rajendra S Pawar, Chairman and Managing Director and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as a SPECIAL RESOLUTION:

“RESOLVED THAT pursuant to the ceiling limit specified under Section II of Part II of Schedule V and other applicable provisions, if any, of the Companies Act, 2013, and subject to such approvals as may be necessary, the consent of the members be and is hereby accorded to pay minimum remuneration to Mr. Rajendra S Pawar, Chairman & Managing Director (DIN 00042516) for that financial year, in which there is inadequacy or absence of profits during the period of three years from the effective date of his re-appointment.”

9. To approve payment of minimum remuneration to Mr. Arvind Thakur, CEO & Jt. Managing Director. To consider and if thought fit, to pass, with or without modification(s), the following resolution as a SPECIAL RESOLUTION:

“RESOLVED THAT pursuant to the ceiling limit specified under Section II of Part II of Schedule V and other applicable provisions, if any, of the Companies Act, 2013, and subject to such approvals as may be necessary, the consent of the members be and is hereby authorized to pay minimum remuneration to Mr. Arvind Thakur, Chief Executive Officer & Jt. Managing Director (DIN 00042534) for that financial year, in which there is inadequacy or absence of profits during the period of three years from the effective date of his re-appointment.”

10. To approve payment of remuneration to non-executive directors and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as a SPECIAL RESOLUTION:

“RESOLVED THAT pursuant to section 197, 198 and any other applicable provision, if any, of the Companies Act 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any amendment and / or any re-enactment

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thereof for the time being in force), the Non-Executive Directors of the Company (i.e. Directors other than the Managing Director and/or the Whole-time Directors) be paid remuneration for a period of 5 years commencing 1st April 2014 by way of commission, as the Board of Directors may determine from time to time as remuneration computed on the basis of the net profits of the Company, calculated in accordance with the provisions of Section 198 of the Companies Act, 2013, for each financial year, not exceeding one (1) percent of the net profits of the Company to all such Directors together.

RESOLVED FURTHER THAT the above remuneration shall be in addition to fee payable to the Director(s) for attending the meetings of the Board or Committees thereof and reimbursement of expenses for participation in the Board and other meetings.

RESOLVED FURTHER THAT the Board of Directors of the Company be an is hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, proper or expedient in order to give effect to the above resolution.”

11. To appoint Mr. Surendra Singh (DIN 00003337)as an Independent Director and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as an ORDINARY RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Section 149, 152 and 160 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement, Mr. Surendra Singh (DIN 00003337), Director of the Company, in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company to hold office for five consecutive years upto 31st March, 2019.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to settle any question, difficulty or doubt, that may arise in giving effect to this resolution and to do all such acts, deeds, matters and things as may be considered necessary, proper or expedient in order to give effect to the above resolution.”

12. To appoint Mr. Amit Sharma (DIN 00050254) as an Independent Director and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as an ORDINARY RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Section 149, 152 and 160 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement, Mr. Amit Sharma (DIN 00050254), Director of the Company, in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company to hold office for five consecutive years upto 31st March, 2019.

RESOLVED FURTHER THAT the Board of Directors of the Company be an is hereby authorized to settle any question, difficulty or doubt, that may arise in giving effect to this resolution and to do all such acts, deeds, matters and things as may be considered necessary, proper or expedient in order to give effect to the above resolution.”

13. To appoint Mr. Ashwani Puri (DIN 00160662)as an Independent Director and in this regard to consider and if thought fit, to pass, with or without modifications, the following resolution as an ORDINARY RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Section 149, 152 and 160 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement, Mr. Ashwani Puri (DIN 00160662), Director of the Company, in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company to hold office for five consecutive years upto 31st March, 2019.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, proper or expedient in order to give effect to the above resolution.”

By the Order of the Board For NIIT Technologies Limited Sd/- Onkarnath Banerjee Place : New Delhi Company Secretary Date : May 9, 2014 & Legal Head

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Notes:

1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself/ herself and the proxy need not be a member. Proxy shall not be entitled to speak at the meeting. Proxies, in order to be effective should be duly completed, stamped and signed and must be received at the registered office of the company not less than 48 hours before the commencement of the meeting. A blank proxy form is enclosed.

2. Proxies submitted on behalf of companies, societies, etc. must be supported by an appropriate resolution/ authority, as applicable. A person shall not act as a Proxy for more than 50 members and holding in the aggregate not more than ten percent of the total voting share capital of the Company. However, a single person may act as a proxy for a member holding more than ten percent of the total voting share capital of the Company provided that such person shall not act as a proxy for any other person.

3. Every member entitled to vote at the Annual General Meeting of the Company can inspect the proxies lodged at the Company at any time during the business hours of the Company during the period beginning twenty four hours before the time fixed for the commencement of the Annual General Meeting and ending on the conclusion of the meeting. However, a prior notice of not less than 3 (three) days in writing of the intentions to inspect the proxies lodged shall be required to be provided to the Company.

4. Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, in respect of the Special Businesses to be transacted at the Annual General Meeting as set out in the Notice is annexed hereto.

5. The Register of Directors and Key Mangerial Personnel and their shareholding, maintained under Section 170 of the Companies Act, 2013, will be available for inspection by the members at the AGM.

6. The Register of Contracts and Arrangements in which Directors are interested, maintained under Section Section 189 of the Companies Act, 2013, will be available for inspection by the members at the AGM.

7. Relevant documents referred to in the proposed resolutions are available for inspection at the Registered Office of the Company during business hours on all days except Saturdays, Sundays and Public holidays up to the date of the Annual General Meeting.

8. Members may please note that no gifts/ gift coupons shall be distributed at the venue of the Annual General Meeting.

9. The Register of Members and Share Transfer Books of

the Company shall remain closed on the Book Closure Dates, i.e., from June 28, 2014 to July 07, 2014 (both days inclusive). The dividend as recommended by the Board of Directors, if approved at the meeting, will be paid to those members whose names appear in the Register of Members or in the records of the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as beneficial owners of the shares as at the end of business hours on June 27, 2014.

10. While members holding shares in physical form may write to the Company’s Registrar and Share Transfer Agent i.e. Alankit Assignments Limited, Unit: NIIT Technologies Limited 2E/21, Jhandewalan Extension, New Delhi – 110055, for changes, if any, in their address and bank mandates, members having shares in electronic form may inform such changes directly to their depository participant immediately so as to enable the Company to dispatch dividend warrant(s) at their correct address(es).

11. Members who hold shares in physical form in multiple folios in identical names or joint accounts in the same order of names are requested to send share certificates to the Company for consolidation into a single folio.

12. Every Company, as per the provisions of SEBI circular no. DCC/FITTCIR-3/2001 dated October 15, 2001 and circular no. CIR/MRD/DP/10/2013 dated March 21, 2013, is mandatorily required to use Electronic Clearing System (ECS) facility for distributing dividends or other cash benefits to investors wherever applicable. Currently ECS facility is available at locations specified by RBI.

In view of the above, the shareholders holding shares in physical form are requested to provide to Registrar and Share Transfer Agent i.e. Alankit Assignments Limited, Unit: NIIT Technologies Limited 2E/21, Jhandewalan Extension, New Delhi – 110055, for changes, if any, in their address and bank mandates, so that all future dividends can be remitted through ECS. In case of shareholders staying at locations not covered by ECS, the bank details shall be printed on the dividend warrants so as to protect against any fraudulent encashment of dividend warrants.

The shareholders can obtain a copy of the ECS mandate form from the registered office of the Company or can be downloaded from the website of the Company at www.niit-tech.com.

In respect of members who hold shares in dematerialized form, their Bank Account details, as furnished by their Depositories to the Company, will be printed on their dividend warrant as per the applicable regulations of the Depositories and the

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Company will not entertain any direct request from such members for deletion of or change in Bank Account details. Members who wish to change their Bank Account details are therefore requested to advise their Depository Participants about such change.

13. Members desirous of obtaining any information/clarification concerning the accounts and operations of the Company are requested to address their queries in writing to the Company Secretary at least ten days before the Annual General Meeting, so that the information required may be made available at the Annual General Meeting.

14. Members/ Proxy(ies) are requested to bring their copy of the Annual Report at the meeting and to produce at the entrance, the admission slip, duly completed and signed, for admission to the meeting hall. Members who hold shares in dematerialised form are requested to bring their Client ID and DP ID numbers for identification.

15. The certificate from the Auditors of the Company certifying that the Company’s stock option plan has been implemented in accordance with the SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, and in accordance with the resolutions passed by the members in the general meeting will be available at the venue for inspection by members.

16. All unclaimed/unpaid dividend for the financial year ended on March 31, 2006, have been transferred to the Investor Education and Protection Fund of the Central Government pursuant to Section 205A and 205C of the Companies Act, 1956. Members who have not so far encashed dividend warrant(s) for the financial year ended March 31, 2007 and thereafter are requested to approach the Company by writing a letter to the Company at its Registered Office address immediately. As on March 31, 2014, the amount outstanding in unclaimed dividend account for the financial year ended March 31, 2007 is Rs. 1,014,799.50. The sale proceeds of fractional bonus shares issued by the Company on 28th September 2007 is due for transfer to IEPF amounting to Rs. 216,208.46.

17. The Notice of the 22nd AGM and instructions for e-voting alongwith the Attendance Slips and Proxy Form, is being sent by electronic mode to all members whose email address are registered with the Company/Depository Participant(s) unless a member has requested for a hard copy of the same. For members who have not registered their email addresses, physical copies of the aforesaid documents are being sent by the permitted mode. Members may note that the Notice of the 22nd AGM and the Annual Report 2014 will be available on the

Company’s website, www.niit-tech.com.

18. Members who have not registered their e-mail addresses so far are requested to register their e-mail addresses for receiving all communications including Annual Report, Notices, Circular, etc. from the Company in electronic mode.

19. Section 108 of Companies Act 2013 read with Rule 20 of Companies (Management and Administration) Rules, 2014 provides for the mandatory electronic voting facility to all the members of the Company to exercise their right to vote at the general meetings through electronic means.The Company in compliance of the provisions is providing the electronic voting facility to all the members at the cut off date for transacting the businesses at the Annual General Meeting through NSDL. A member may exercise his right to vote at the Annual General Meeting by electronic means by following the e-Voting process. The complete details of the instructions for e-voting is annexed to this Notice.

By the Order of the Board For NIIT Technologies Limited Sd/- Onkarnath Banerjee Place : New Delhi Company Secretary Date : May 9, 2014 & Legal Head

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item 5:

The Articles of Association of the Company does not contain a provision that the position of Chairman may be held by Managing Director. To enable such a provision as required under Section 203 of the Companies Act, 2013, it is proposed to amend the Article No. 66 of the Articles of Association.

The proposed amendment in the Articles of Association of the Company requires the approval of the members in the General Meeting. The Board recommends the passing of the resolution as set out in Item 5 as a Special Resolution.

A copy of the new Articles of Association is available for inspection at the Registered Office of the Company during business hours on all days except Saturdays, Sundays and Public holidays up to the date of the Annual General Meeting and is also available on the website of the Company at www.niit-tech.com.

No Director, Key Managerial Person (KMP) and relative of any Director or KMP may be deemed to be concerned or interested in the resolution.

Item Nos. 6 & 7

The members of the Company in their meeting held on July 9, 2010 had appointed Mr. Rajendra S. Pawar as

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Chairman & Managing Director and Mr. Arvind Thakur as CEO and Jt. Managing Director for a period of five years with effect from June 01, 2010.

The current tenure of both the directors shall end on May 31,2015. The Board recommends that Mr. Pawar and Mr. Thakur be re-appointed as Chairman and Managing Director and CEO & Jt. Managing Director respectively, liable to retire by rotation. As per the provisions of Section 196, re-appointment can be made one year before the expiry of their term. Accordingly, the Board in its meeting held on May 09, 2014 has approved the re-appointment of Mr. Rajendra S Pawar and Mr. Arvind Thakur, as executive directors liable to retire by rotation for a further period of five years till May 31, 2019.

Notices has been received from two members separately proposing Mr. Pawar and Mr. Arvind Thakur as a candidate for the office of Director of the Company.

The aforesaid appointments shall be subject to the approval of the members.

The Board in its meeting held on May 09, 2014, on the recommendation of the Nomination and Remuneration Committee, approved the remuneration payable to Mr. Rajendra S Pawar and Mr. Arvind Thakur. The material terms of appointment and remuneration as contained in the draft agreement are given below:

Name Basic Salary (in the grade of Rs. 3,00,000 to Rs. 10,00,000 p a y a b l e monthly)

Management Allowance (in the band of Rs.1,00,000 to Rs.2,00,000 payable annually)

Mr. Rajendra S Pawar

Rs. 4,15,000 per month

Rs. 1,00,000 per annum

Mr. Arvind Thakur

Rs. 5,14,000 per month

Rs. 1,00,000 per annum

*Mr. Rajendra S Pawar, being the Chairman and Managing Director of NIIT

Limited, also draws salary from NIIT Limited.

In addition to basic salary, they shall be entitled to the following perquisites, benefits and allowances:

Part A:

Performance Linked Bonus: Annually payable as proposed by the Remuneration Committee and approved by the Board of Directors, based on parameters of performance.

Part B:

a. Contribution to Provident Fund, Superannuation Fund or Annuity Fund: As per the rules of the Company as applicable to Executive Directors.

b. Gratuity: which shall be limited to half a month’s salary

for each completed year of service, as per the scheme of the Company.

Part C:

Company Leased Accommodation/House Rent Allowance, Electricity, Gas, Water, Hard and Soft Furnishings, Books, Periodicals, Journals and Consumables, Medical Reimbursement, Leave Travel Assistance, Fees of Clubs and Medical Insurance and coverage under Group Term Insurance as per the schemes of the Company applicable to the Executive Directors.

Part D:

Company cars with drivers and telephone, internet and/broadband facility at residence. However, the Company shall bill Directors, the charges relating to personal long distance calls and charges for using the car for private purposes.

Part E:

Notice Period : Six months from either side, unless otherwise agreed by the Board.

General Terms:

(i) The Managing Director/Jt. Managing Director shall act in accordance with the Articles of Association of the Company and shall abide by the provisions contained in Section 166 of the Act with regard to the Duties of Directors.

(ii) The Managing Director/Jt. Managing Director shall adhere to the Company’s Code of Conduct for Directors and Senior Management Personnel.

As Mr. Rajendra S Pawar is also the Chairman & Managing Director in NIIT Limited, his aggregate remuneration from both the companies shall not exceed the higher of the maximum limit as admissible under the relevant provisions and Schedule V of the Companies Act, 2013 from any one of the two companies.

The re-appointment of Mr. Rajendra S Pawar and Mr. Arvind Thakur on the remuneration and terms as stated above is subject to the approval of members.

No Director, Key Managerial Person (KMP) and relative of any Director or KMP except Mr. Rajendra S Pawar and Mr. Arvind Thakur and their relatives may be deemed to be concerned or interested in the resolutions at Item No. 6 and 7.

The Board recommends the resolutions for your approval. Item 8 & 9

Schedule V of the Companies Act, 2013 provides that where in any financial year during the currency of tenure of the Managing Directors a company has no profits or its profits are inadequate, it may pay the remuneration up to the limit prescribed therein, which is based on the effective capital of the Company. As per the said

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limit, if the effective capital of the Company is Rs. 250 crores and above then a yearly remuneration payable shall not exceed Rs. 60 lakhs plus 0.01% of the effective capital in excess of Rs.250 crores. The said limit may be doubled, provided the minimum remuneration payable to such Directors is approved by the members by way of a special resolution. The special resolution so passed shall be valid for a period of three years.

Although the Company has shown growth and profit from operations in the previous financial years and is expected to earn profits in the future years also, it is proposed to approve the above in order to enable the Company to pay the remuneration to its Directors in the eventuality of loss/inadequacy of profits in any of the said three financial year.

The payment of minimum remuneration to Mr. Rajendra S Pawar& Mr. Arvind Thakur as stated above is subject to the approval of the members.

The information as required under Schedule V Section II to be provided in the explanatory statement of the notice of AGM is given below:

I. GENERAL INFORMATION1. Nature of Industry Information Technology

Services

2. Date or expected date of commencement of commercial production

Not Applicable (The Company is an existing Company)

3. In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus

Not Applicable

4. Financial performance based on given indicators

Particulars

Period 1-4-2013 to 31-3-2014

(Rs. Million)

Total Revenue

Rs 13085 mn

Profit after tax

Rs 2084 mn

5. Export performance and net foreign exchange collaborations

The Company had foreign exchange earnings of Rs. 10,473 Million during the financial year April 1, 2013, to March 31, 2014

6. Foreign investments or collaborators, if any.

The Company has investments in the following overseas direct subsidiaries (first generation subsidiaries);

1. NIIT Technologies Inc. USA

2. NIIT Technologies Pte Ltd. Singapore

3. NIIT Technologies Ltd, UK

4. NIIT Technologies AG, Germany

5. NIIT Technologies FZ-LLC, Dubai

6. NIIT Technologies Ltd, Canada

7. NIIT Airline Technologies Limited, Germany

8. NIIT Technologies Philippines Inc.

There is no foreign collaboration in the Company. The total foreign holding in the share capital of the Company as on 31st March 2014 was as under:

Foreign Holders: 991

No. of Eq.Sh.: 20,872,491

(%): 34.39%II. INFORMATION ABOUT THE MANAGING DIRECTORS1. Background Details

The background details of Mr. Rajendra S Pawar and Mr. Arvind Thakur are given elsewhere in the notice.

2. Past remuneration (For the FY 2013-14)

Mr. Rajendra S Pawar Rs. 22,549,985/-

Mr. Arvind Thakur Rs. 25,054,028/-

3. Recognition or awards

Mr. Rajendra S Pawar As given in the profile

Mr. Arvind Thakur

4. Job profile and his suitability

Mr. Rajendra S Pawar Given the profile of Mr. Pawar, it is imperative that he draws the remuneration as proposed.

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Mr. Arvind Thakur Given the profile of Mr. Thakur, it is imperative that he draws the remuneration as proposed.

4.Remuneration proposed

As per details given in the explanatory statement

5. Comparative remuneration profile with respect to industry, size of the Company, profile of the position and person (in case of expatriates the relevant details would be w.r.t. the country of his origin)

The remuneration payable to the appointees has been benchmarked with the remuneration being drawn by similar positions in IT industry and has been considered by the Nomination & Remuneration Committee of the Company in its meeting held on May 9, 2014

6.Pecuniary relationship directly or indirectly with the Company, or relationship with the managerial personnel, if any

The Managing Directors have no pecuniary relationship directly or indirectly with the Company except to the extent of their shareholding in the Company & shareholding of their relatives

III. OTHER INFORMATION1. Reasons of loss or inadequate profits

The Company has shown a profit from its operations in the current year and it is expected to earn profits in the future years also. This is an enabling provision for payment of remuneration in the scenario of loss/ inadequacy of profits.

2. Steps taken or proposed to be taken for improvement

Not Applicable

3. Expected increase in productivity and profits in measurable terms

Not Applicable

No Director, Key Managerial Person (KMP) and relative of any Director or KMP except Mr. Rajendra S Pawarand Mr. Arvind Thakur and their relatives may be deemed to be concerned or interested in the resolutions at Item No. 8 and 9.

Item 10

The directors (other than Managing / Whole Time Directors) continue to render specific useful services, it is proposed that the directors receive the commission at the rate of 1% on the net profits of the Company computed in the manner referred to in section 149, 197 and any other relevant provisions of the Companies Act, 2013 for a period of 5 years commencing from 1st April 2014.

The special resolution seeks to obtain authority for the said payment of the commission to the directors under section 197 of the Companies Act, 2013.

No Director, Key Managerial Person (KMP) and relative of any Director or KMP except all Non-Executive Directors along with their relatives may be deemed to be concerned or interested in the resolution. The Board recommends the resolution for your approval.

Item 11, 12 and 13

Mr. Surendra Singh, Mr. Amit Sharma and Mr. Ashwani Puri are Non Executive (Independent) Director of the Company. Pursuant to the provisions of Section 149(10) of the Companies Act, 2013 (‘the Act’), an independent director shall hold office for a term up to 5 (five) consecutive years on the Board of a Company and shall be eligible for re-appointment on passing of a special resolution by the Company. Amended clause 49 of the Listing Agreement further provides that a person who has already served as an independent director for five years or more in a company as on October 1, 2014 shall be eligible for appointment, on completion of his present term, for one more term of up to five years only. The Independent Directors were appointed as per the erstwhile applicable provisions of the Companies Act, 1956, where they were liable to retire by rotation. The date of appointment of the independent directors is as under:

Name of Independent Director Date of appointmentMr. Surendra Singh 12 June, 2004Mr. Amit Sharma 28 June, 2004Mr. AshwaniPuri 03 May, 2012

It is proposed to appoint Mr. Surendra Singh, Mr. Amit Sharma and Mr. Ashwani Puri, as Independent Directors under Section 149 of the Act and Clause 49 of the Listing Agreement for a term of five years till March 31, 2019.

Further, pursuant to the provisions of Section 152(6) of the Act, the term of the Independent Directors shall not be liable to retire by rotation.

The Company has received the consent in writing, to act as Director, in the prescribed form, from the Directors. They have also submitted a declaration that they are not disqualified to act as Director under Section 164(2) of the Companies Act, 2013 and meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.

No Director, Key Managerial Person (KMP) and relative of any Director or KMP except Mr. Surendra Singh, Mr. Amit Sharma and Mr. Ashwani Puri, Non-Executive Directors may be deemed to be concerned or interested in the resolution.Details of Director(s) seeking re-appointment in forthcoming Annual General Meeting, in pursuance of Clause 49 IV (G) of the Listing Agreement, are given hereunder:

9

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Mr. Vijay K Thadani

Profile and expertise in specific functional areas:

Mr. Vijay K. Thadani is the Chief Executive Officer of NIIT Ltd., a leading Global Talent Development Corporation. As the co-founder of NIIT Group, he has built an organization that is recognised for its visionary role in bringing the benefits of Information Technology, both as a professional skill and as a learning tool, to the masses.

Mr. Thadani led the Group’s globalization efforts since 1991, taking the NIIT flag to over 40 countries. He serves on the Board of NIIT Technologies Limited, a leading SEI-CMMi Level 5 assessed IT Solutions organisation, servicing customers in the USA, Europe, Japan, Asia Pacific, and India.

Mr. Thadani has been actively engaged with many Industry Associations. He served as President of the Indian IT industry association, MAIT, chaired the Indian Government’s Committee on National Information Infrastructure and has been a member of the Strategy Council of Global Alliance for ICT and Development of the United Nations Department of Economic and Social Affairs (UNDESA-GAID). He served as the Chairman of the IT Committee of the Confederation of Indian Industry (CII) in USA, as the Chairman of CII National Committee on Education, India and as the Chairman of CII Northern Region for 2011- 2012.

He also served as the Chairman of the National Accreditation Board for Education and Training (NABET), under the aegis of the Quality Council of India and as the Chairman of Board of Governors of Indian Institute of Information Technology (IIIT), Allahabad.

Mr. Thadani is the co-founder of the not-for-profit, NIIT University established in 2009 with a vision of being the leading centre of innovation and learning in emerging areas of the Knowledge Society. He is also a member of the India Advisory Board of the Maastricht University, Netherlands, India Advisory Board of Project Management Institute (PMI), USA and the Governing Council of All India Management Association (AIMA).

A ‘Distinguished Alumnus’ of the premier Indian Institute of Technology, Delhi, Mr. Thadani was honored with the position of ‘Economic Consultant’ to Chongqing, world’s largest city in the People’s Republic of China.

Directorship in other Indian Public Limited Companies:

1. NIIT Limited2. NIIT Institute of Finance Banking and Insurance

Training Limited3. Scantech Evaluation Services Limited4. Evolv Services Limited5. NIIT Yuva Jyoti Limited6. NIIT Institute of Process Excellence Limited

7. NIIT Online Learning Limited

S.No. Name of CompanyName of Board

Committee

Position held (Member / Chairman)

1. NIIT Limited Audit committee Member

Shareholder/Investors’ Grievance Committee

Member

2.Scantech Evaluation Services Limited

Stakeholders Relationship Committee

Chairman

3. NIIT Institute of Finance Banking and Insurance Training Limited

Audit Committee Member

4. NIIT Institute of Process Excellence Limited

Audit Committee Chairman

5. NIIT Yuva Jyoti Limited Audit Committee Chairman

* Board Committee for this purpose includes Audit Committee and Stakeholder Relationship Committee.

Mr. Thadani holds 759 equity shares of the Company.

Mr. Rajendra Singh Pawar


Mr.Rajendra S Pawar is the Chairman and Co-Founder of the NIIT Group, comprising NIIT Limited- the leading Global Talent Development Corporation, and NIIT Technologies Limited- a Global IT solutions organization.

Set up in 1981, NIIT pioneered the computer education market in India, creating a completely new industry segment and taking it to consolidation and maturity. Mr.Pawar has played a leadership role in nurturing NIIT into a leading Global Talent Development Corporation, offering learning solutions to Individuals, Enterprises and Institutions. Spread across 40 countries, NIIT has impacted over 35 million learners since inception.

In recognition of Mr.Pawar’s contribution towards changing the IT landscape for the country, the President of India awarded him the Padma Bhushan - one of the highest civilian awards given by the Government of India - in 2011.

Mr.Pawar served as a member on the Prime Minister’s National Council on Skill Development (2009- 2014) and has also been a part of the PM’s National Taskforce (1998), commissioned to develop India into an IT Superpower. He has been chairing the Committee on Policy Framework for Technology Based Education, Government of India.

Actively involved in India’s key Chambers of Commerce, Mr.Pawar has led several ICT industry forums, including NASSCOM (National Association of Software & Service Companies) as its Chairman in 2011-12, giving voice to the sector’s aspirations and goals. At CII (Confederation of Indian Industries), he has also chaired the IT Committee and the Education Committee.

Mr.Pawar has been an ardent advocate of leveraging technology to make education accessible to the remotest

10


NOTICE

corners in the country, to educate the vast population of underserved, school-aged children. His passion led to the launch of the Hole-in-the-Wall education (HiWEL) initiative in 1999 with Dr.Sugata Mitra, Chief Scientist emeritus, NIIT. The path-breaking work done by NIIT in spreading computer literacy and improving the quality of education at grass root, through the HiWEL project has earned it the coveted- ‘Digital Opportunity Award’ by World Information Technology Services Alliance (WITSA) in 2008.

Mr.Pawar led NIIT to participate in the ambitious human capacity building project for Bhutan - Chiphen Rigpel - designed to help the country transition successfully into a modern Knowledge Society. The project in its entirety is expected to provide ICT skills to over a fifth of the population of Bhutan, to help them to become confident and empowered citizens of a connected and ICT enabled world. He has also been an advisor to the Hunan province of China and a member of PIAC (Presidential International Advisory Council) of the Government of South Africa for IT.

Mr. Pawar’s contributions have been widely acknowledged by the industry and he has been conferred prestigious awards like- the ‘IT man of the Year’ by IT industry journal, Dataquest; ‘Master Entrepreneur of the Year’ by Ernst & Young in 1999 and the ‘IT Gem of India’ at INFOCOM 2013, India’s largest IT & Telecom convention, by the ABP Group, to name a few.

Known for promoting industry-academia alliances, Mr Pawar has been working closely with the country’s well-known educational institutions. He is on the Board of Governors of India’s premier institutions- the Indian School of Business (ISB) Hyderabad, IIM Bangalore, member of the University Court of Delhi University, and the Scindia School.

Having revolutionized the IT Training industry, Mr. Pawar is involved in shaping a new model in Higher Education, the not-for-profit NIIT University.

Mr.Pawar studied at the Scindia School, Gwalior and graduated from the country’s prestigious engineering institution, IIT, Delhi in 1972 where he pursued the B. Tech programme in electrical engineering. At the Scindia School he received the ‘Madhav Award’ in 1999 and the Distinguished Alumnus Award at IIT in 1995. He has also been awarded an Honorary Doctoral Degree by the Rajiv Gandhi Technical University in 2005.


1. NIIT Limited2. NIIT SmartServe Limited3. NIIT GIS Limited4. NIIT Online Learning Limited5. Hole-in-the-Wall Education Limited6. Scantech Evaluation Services Limited7. NIIT Institute of Process Excellence Limited


Committee


1. Scantech Evaluation Services Limited


2. Hole-in-the-wall Education Limited


3. NIIT SmartServe Limited Audit Committee Member

* Board Committee for this purpose includes Audit Committee and Stakeholder

Relationship Committee.

Mr. Pawar holds 759 equity shares of the Company.

Mr. Arvind Thakur


Mr. Arvind Thakur is the CEO and Joint Managing Director of NIIT Technologies Ltd. He has led the business to the category of top providers. In 2012 he was conferred the prestigious global Gold Stevie award as Executive of the Year in the computer services category.

He serves on the Boards of the Company’s overseas subsidiaries and is the Chairman of the domestic joint venture with ESRI Inc. He is also a director on an innovative venture, Hole-in-the Wall Education Ltd., enabling technology to be deployed for educating the masses, and serves on the Board of Management of NIIT University, a not for profit institution. He is active in industry forums and an elected member of the Nasscom Executive Council.

Mr. Thakur graduated in engineering from IIT- Kharagpur where he received the Institute Silver medal for ranking first in the department. Thereafter he pursued post graduation in Industrial Engineering and started his career with BHEL, before joining NIIT in 1985.


1. NIIT GIS Limited

2. NIIT SmartServe Limited

3. Hole-in-the-Wall Education Limited


Chairman / Member of the Committees of the Board* of other Indian Public Limited Companies:


Committee




2. Hole-in-the-wall Education Limited


3. NIIT SmartServe Limited Audit Committee Member

11

NOTICE


* Board Committee for this purpose includes Audit Committee and Stakeholder Relationship Committee.

Mr. Thakur holds 5,72,773 equity shares of the Company.

Mr. Surendra Singh


Mr. Surendra Singh, a retired IAS Officer, has held very senior positions in the Central and State Governments. Starting his Public Service in 1959, Mr. Singh has held positions like Cabinet Secretary to the Government of India, and Special Secretary to the Prime Minister of India, responsible for all the economic work in the PM’s Office, Cabinet Secretary to the Government of India, Secretary to the Council of Ministers and Secretary, Ministry of Industry. He was an Executive Director on the Board of the World Bank, representing India, Bangladesh, Sri Lanka and Bhutan. He was also a Director on the Board of the International Finance Corporation (IFC) and the Multilateral Investment Guarantee Agency (MIGA). He has served and continues to serve on various prestigious boards of directors. He provides advice to governments on issues relating to governance.




Committee


1. NIIT Limited Stakeholders Relationship Committee

Chairman


2 NIIT SmartServe Limited Audit Committee Chairman

*Board Committee for this purpose includes Audit Committee and Stakeholder


Mr. Surendra Singh does not hold any equity shares of the Company.

Mr. Amit Sharma


Mr. Amit Sharma is the Executive Vice President and also President, (Asia) of American Tower Company responsible for building a successful Tower leasing business in Asia. Prior to this he led country teams in India and Southeast Asia for Motorola, as Country President, India and as Head of Strategy, Asia-Pacific. He also served on Motorola’s Asia Pacific Board and was a member of its senior leadership team. Prior to joining Motorola, he has been associated with companies like GE Capital, McKinsey & Company and Unilever. He is also an executive member of Industry Associations like AmCham Board of Governors.

Mr. Sharma was educated at the Indian Institute of Technology (IIT), Kharagpur. He is also an M.Sc in computers & information Sciences from the MOORE School, University of Pennsylvania & MBA in International Business from Wharton School of Business


1. NIIT GIS Limited

2. Max Bupa Health Insurance Company Limited



Committee


1. Max Bupa Health Insurance Company Limited


* Board Committee for this purpose includes Audit Committee and Stakeholder


Mr. Sharma holds 55,705 equity shares of the Company.

Mr. Ashwani Puri

Mr. Ashwani Puri is a Financial Management veteran and has extensive experience in investment/acquisition advisory services, valuations and decision analysis, business and financial restructuring, dispute analysis and forensics.

He has served on various committees of the Banking Division/Ministry of Finance, Ministry of Corporate Affairs and INSOL International. He also served as a member of PWC’s Global Advisory Leadership Team. He is currently the Managing Partner of Veritas Advisors LLP, which provides strategy, governance and financial advisory services.

Mr. Puri is a Qualified Chartered Accountant and a Management Accountant from the Chartered Institute of Management Accountants, UK.


1. Aditya Birla Finance Limited



Committee


1. Aditya Birla Finance Limited

Audit Committee Chairman

*Board Committee for this purpose includes Audit Committee and Stakeholder Relationship Committee.

Mr. Puri does not hold any equity shares of the Company.

12


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ATTENDANCE SLIP22nd Annual General Meeting – July 7, 2014

DP ID:

Folio No. / Client ID No.:

No. of Shares held:

I certify that I am a member/proxy for the member of the Company.

I hereby record my presence at the 22nd Annual General Meeting of the Company held at Mapple Exotica, Khasra No. 123, ChattarpurMandir Road, Satbari, New Delhi – 110 074 on Monday, July 7, 2014 at 9:00 A.M. IST.

Name of the Member :

Name of the Proxy :

Signature :

Note: Please complete this Attendance Slip and hand it over at the Attendance Verification Counter at the entrance of the meeting hall. Members are requested to bring their copy of the Annual Report to the AGM.

PROXY FORM(Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014

22nd Annual General Meeting – July 7, 2014


Name of the Member(s) :

Registered Address :

Email :

DP ID No. :

Folio No. / Client ID No. :

I/We, being the member(s) of ………….. ……………………………………………….Shares of the above named Company, hereby appoint:

Name: Address:

E-mail Id:

Signature:

or falling him/her

Name: Address:

E-mail Id:

Signature:

or falling him/her

Name: Address:

E-mail Id:

Signature:

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 22nd Annual General Meeting of the Company, to be held on Monday, July 7, 2014 at 9:00 A.M. IST, at Mapple Exotica, Khasra No. 123, Chattarpur Mandir Road, Satbari, New Delhi – 110 074 and at any adjournment thereof in respect of such resolutions as are indicated below:

NIIT Technologies LimitedRegd. Offi ce : 8, Balaji Estate, First Floor, Guru Ravi Das Marg, Kalkaji, New Delhi - 110 019Email: [email protected] , Website: www.niit-tech.comPh. No. +91 11 41675000 Fax : +91 11 41407120CIN:L65993DL1992PLC048753

Resolution Number

Resolution Vote (Optional see Note 2)(Please mention number of shares)

For Against AbstainOrdinary business

1 To receive, consider and adopt the Audited Balance Sheet as at March 31, 2014 and Audited Profit and Loss Account for the financial year ended on that date along with the reports of the Auditors and Directors thereon.

2 To declare dividend on equity shares.

3 To appoint a Director in place of Mr. Vijay K Thadani (DIN 00042527), who retires by rotation and, being eligible, offers himself for re-appointment.

4 To appoint Auditors of the Company to hold office from the conclusion of this AGM until the conclusion of the twenty fifth AGM and fix their remuneration

Special Business

5 To approve amendment in clause 66 of the Articles of Association of the Company

6 To re-appoint Mr. Rajendra S Pawar (DIN 00042516) as Chairman and Managing Director

7 To re-appoint Mr. Arvind Thakur (DIN 00042534) as CEO and Jt. Managing Director

8 To approve payment of minimum remuneration to Mr. Rajendra S Pawar, Chairman and Managing Director

9 To approve payment of minimum remuneration to Mr. Arvind Thakur, CEO & Jt. Managing Director

10 To approve payment of remuneration to non-executive directors.

11 To appoint Mr. Surendra Singh (DIN 00003337)as an Independent Director

12 To appoint Mr. Amit Sharma (DIN 00050254) as an Independent Director

13 To appoint Mr. Ashwani Puri (DIN 00160662)as Independent Director

Signed this day of 2014

Signature of Member

Signature of Proxy holder(s)

Note:1. This form of proxy, in order to be effective, should be duly stamped, completed, signed and deposited

at the registered office of the Company, not less than 48 hours before the commencement of the Annual General Meeting.

2. It is optional to indicate your preference. If you leave the for, against or abstain column blank against any or all resolutions, your proxy will be entitled to vote in the manner as he/she may deem appropriate.

Affix Revenue Stamp not less than Rs.0.15

Proxy Form Cont....

Documents

NIIT Technologies LimitedNIIT Technologies Limited Regd. Office : 8, Balaji Estate, First Floor, Guru Ravi Das Marg, Kalkaji, New Delhi - 110 019 NOTICE