T Today Network : Postal Ballot

T. V. Today Network Limited

Registered Office: F-26, First Floor, Connaught Circus, New Delhi-110001

Website: www.aajtak.intoday.in, Email: [e-mail],

Telephone Number: 0120-4807100, Fax Number: 0120- 4325028

CIN: L92200DL1999PLC103001

POSTAL BALLOT NOTICE

[Pursuant to Section 108 and Section 110 of the Companies Act, 2013, read with Rule 20

and Rule 22 of the Companies (Management and Administration) Rules, 2014]

To,

The Members of T.V. Today Network Limited,

NOTICE is hereby given that pursuant to the provisions of Section 108, Section 110 and other applicable provisions, if any, of the Companies Act, 2013 (the "Act") read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 (the "Rules"), including any statutory amendment(s), modification(s), variation(s) or re-enactment(s) thereto, and in accordance with the guidelines prescribed by the Ministry of Corporate Affairs (the "MCA") for holding general meetings / conducting postal ballot through e-voting vide General Circular Nos. 14/2020 dated 8 April 2020; 17/2020 dated 13 April 2020; 22/2020 dated 15 June 2020; 33/2020 dated 28 September 2020, 39/2020 dated 31 December, 2020, 10/2021 dated June 23, 2021 and 20/2021 dated December 08, 2021 (the "Relevant Circulars"), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations"), Secretarial Standard

• 2 issued by the Institute of Company Secretaries of India and other applicable laws and regulations, if any, including any statutory modification(s) or re- enactment(s) thereto for the time being in force, the resolution appended below is proposed to be passed by the Members of T.V. Today Network Limited (the "Company"), by way of postal ballot through remote voting by electronic means only.

SPECIAL BUSINESS:

Alteration of the Object Clause of the Memorandum of Association of the Company

To consider, and if thought fit, to pass the following resolution, as a Special Resolution:

"RESOLVED THAT pursuant to provisions of Sections 4, 13, 15 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Incorporation) Rules, 2014 including any statutory modification or re-enactment thereof for the time being

in force ("Act") and subject to such other approvals, sanctions and permissions as may be necessary, the consent of the members of the Company be and is hereby accorded to alter and amend existing Object Clause of Memorandum of Association of the Company as follows:

1. The heading of existing Clause III and sub-clause

1. thereof be and is hereby substituted and replaced as follows:

1. (A) THE OBJECTS TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION ARE:

2. In Clause III (A) after paragraph 09, the following paragraphs be and are hereby added:

10. To undertake the business of skill games/sports on various digital platform including but not limited to website, mobile platform, television and organise, conduct e-sports tournaments online and offline, e-sports awards ceremony, creation/auction of Franchise based Esports League team and sell merchandise, and otherwise dealing, handling and developing online, web and app based games relating to live sports events and provide other related services on online mode or on any other mode in India or elsewhere.

11. To establish, develop, set up, organize, run, in any part of India and abroad institute(s), multimedia centre(s), where in professional, technical, vocational or higher education in every field of journalism, mass communication, media and entertainment management, visual communication, broadcast journalism, digital education be imparted and develop, operate, maintain, support an online web portal, software, web application or directory for providing details, information, solutions and services related to Education field including but not limited to conducting entrance tests,

POSTAL BALLOT NOTICE 2021-22	1

facilitating college enrolment, providing counselling services to students and parents with respect to admission in colleges in India and international and other related services on online mode or on any other mode in India or elsewhere.

1. To undertake the business of news aggregators, news collection, content aggregators and develop and maintain software, website, WAP or web applications, aggregate and curate news content from various sources including but not limited to websites, blogs, podcasts, video blogs and to collect new stories and other information.
2. To carry on the business of the cinematograph trade and industry in all their branches and activities and particularly the business of manufacture, production, distribution, exploitation, exhibition, import and export of all kinds of cine films, talkie films, video films, telefilms, documentary films, advertising films, TV Serials and films and motion pictures of all kinds and nature for entertainment, amusement, publicity, education and instruction in all languages prevailing in the world.

3. The heading of existing Clause III (B) be and is hereby substituted and replaced as follows:

1. MATTERS WHICH ARE NECESSARY FOR FURTHERANCE OF THE OBJECTS SPECIFIED IN CLAUSE III (A) ARE:

4. The existing Clause III (C) named as "Other Objects" of the Company along with all its paragraphs 1 to 78 be and are hereby deleted in full.

"RESOLVED FURTHER THAT the Board of Directors of the Company (the "Board" which term shall be deemed to include its committees also) or any officer(s) so authorised by the Board, be and are hereby authorised to do all acts, deeds, matters and things as may, in their absolute discretion, be deemed necessary, expedient, proper or desirable to give effect to the resolution including filings of statutory forms and to settle any matter, question, difficulties or doubts that may arise in this regard and accede to such modifications and alterations to the aforesaid resolution as may be suggested by the Registrar of Companies without requiring the Board to secure any further consent or approval of the Members of the Company; and that the Members of the Company are hereby deemed to have

given their approval thereto expressly by the authority of this resolution and acts and things done or caused to be done shall be conclusive evidence of the authority of the Company for the same."

Place: Noida

Date: March 04, 2022

By order of the Board of Directors

For T.V. Today Network Limited

Ashish Sabharwal

Group Head-Secretarial & Company Secretary

Membership Number: F4991

Registered Office:

F-26, First Floor, Connaught Circus,

New Delhi - 110001

CIN: L92200DL1999PLC103001

Phone: 0120 - 4807100

Email id: [e-mail]

Website: www.aajtak.intoday.in

Notes:

1. The relevant explanatory statement pursuant to the provisions of Section 102 of the Companies Act, 2013 setting out the material facts and reasons is annexed herewith.
2. As per Section 108, 110 and other applicable provisions of the Act read with Rule 20 & 22 of the Rules, cut-off date for the purpose of reckoning the voting rights and sending the Notice is March 11, 2022 ("Cut-offdate"). A person who is not a member as on the Cut-off date should treat the Notice for information purpose only.
3. Due to the outbreak of COVID-19 Pandemic, the MCA vide its Relevant Circulars, has permitted companies to conduct the Postal Ballot by sending the Notice in electronic form only. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope will not be sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would take place through the process of remote e-voting only.
   Postal Ballot Notice is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depository Participant (DP)/Company's Registrar and Transfer Agent (RTA). Members may note that the Postal Ballot Notice will also be available on

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the Company's website at https://aajtak.intoday. in/investor/, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.comand www.nseindia. comrespectively, and on the website of NSDL at https://www.evoting.nsdl.comand also at the website of our RTA at https://www.mcsregistrars. com/

1. Pursuant to Section 108 of the Act read with Rule 20 of the Rules and Regulation 44 of the Listing Regulations, the Company has engaged National Securities Depository Limited ("NSDL") to provide e-voting facility for its Members. The procedure for e-voting is given below. The E-Voting facility is available at the link at www.evoting.nsdl.comfrom 9:00 a.m. on March 16, 2022 up to 5:00 p.m. on April 14, 2022. E-Voting module will be blocked by NSDL at 5:00 p.m. on April 14, 2022 and voting shall not be allowed beyond the said date and time.
   Once the vote on the resolution is cast by the member, the member shall not be allowed to change it subsequently or cast the vote again.
2. The voting rights of the members shall be in proportion to their share in the paid up equity share capital of the Company as on the Cut-off date.
3. The Board has, pursuant to Rule 22(5) of the Rules, appointed Mr. Nitesh Latwal (C.P 16276), Practicing Company Secretary and Partner of M/s PI & Associates, New Delhi as the Scrutinizer for conducting the voting process through Postal Ballot E-Voting in accordance with the law and in a fair and transparent manner.
4. Upon completion of scrutiny of the e-voting, the Scrutinizer shall submit his report within two working days from the end of the remote e-voting period, to the Chairman or any other person authorised by him. The results of the Postal Ballot will be announced by the Chairman or the authorised person at the corporate office of the Company within two working days from the closure of the voting period.
5. The results along with Scrutinizer's Report, shall be displayed at the Registered Office and Corporate office of the Company and placed on the Company's website athttps://aajtak.intoday. in/investor/and the website of NSDL immediately after the result is declared. The results shall be simultaneously communicated to the Stock

Exchanges where the securities of the Company are listed.

1. The resolution, if passed by the requisite majority, shall be deemed to have been passed as if the same has been passed at a general meeting of the members convened in that behalf. The resolution, if approved by the requisite majority of members by means of Postal Ballot (i.e. remote e-voting), shall be deemed to have been passed on the last date specified by the Company for e-voting, i.e. April 14, 2022.
2. All documents referred to in the Notice and Explanatory Statement are available for inspection by the members at the Registered Office of the Company on all working days except Saturdays, Sundays and National Holidays between 11:00 A.M. (IST) and 1:00 P.M. (IST) from the date of dispatch of the Notice upto the last date of e-voting i.e. April 14, 2022.
3. All documents referred to in the Notice will also be available electronically for inspection without any fee by the members from the date of circulation of the Notice upto the closure of the voting period. Members seeking to inspect such documents can send an email to [e-mail]
4. SEBI vide Circular No. SEBI/HO/MIRSD/MIRSD_ RTAMB/P/CIR/ 2021/655 dated November 3, 2021 read with Circular No. SEBI/HO/MIRSD/MIRSD_ RTAMB/P/CIR/2021/687 dated December 14, 2021 has, inter alia, mandated furnishing of PAN, KYC details and nomination by shareholders holding securities in physical form.

Further, it is stated that folios wherein any one of the cited document/details are not available on or after April 01, 2023, shall be frozen by the Registrar and Transfer Agent (RTA) of the Company. You are therefore, requested to update all the information stated above with RTA in order to avoid freezing of folios.

INSTRUCTIONS FOR REMOTE E-VOTING

The manner and process of remote e-Voting is as under:

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

Step 1: Access to NSDL e-Voting system

Step 2: Cast your vote electronically on NSDL e-Voting system.

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Step 1: Access to NSDL e-Voting system

1. Login method for e-Voting for Individual shareholders holding securities in demat mode
   In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders	Login Method
Individual	Shareholders	1.	Existing IDeAS user can visit the e-Services website of NSDL Viz. https://
holding securities in demat		eservices.nsdl.comeither on a Personal Computer or on a mobile. On the
mode with NSDL.		e-Services home page click on the "Beneficial Owner" icon under "Login"
			which is available under 'IDeAS' section , this will prompt you to enter your
			existing User ID and Password. After successful authentication, you will be
			able to see e-Voting services under Value added services. Click on "Access
			to e-Voting" under e-Voting services and you will be able to see e-Voting
			page. Click on company name or e-Voting service provider i.e. NSDL and
			you will be re-directed to e-Voting website of NSDL for casting your vote during
			the remote e-Voting period.
		2.	If you are not registered for IDeAS e-Services, option to register is available at
			https://eservices.nsdl.com. Select "Register Online for IDeAS Portal" or click
			athttps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
		3.	Visit the e-Voting website of NSDL. Open web browser by typing the following
			URL: https://www.evoting.nsdl.com/either on a Personal Computer or on a
			mobile. Once the home page of e-Voting system is launched, click on the icon
			"Login" which is available under 'Shareholder/Member' section. A new screen
			will open. You will have to enter your User ID (i.e. your sixteen digit demat
			account number hold with NSDL), Password/OTP and a Verification Code as
			shown on the screen. After successful authentication, you will be redirected to
			NSDL Depository site wherein you can see e-Voting page. Click on company
			name or e-Votingservice provider i.e. NSDL and you will be redirected to
			e-Voting website of NSDL for casting your vote during the remote e-Voting
			period.
		4.	Shareholders/Members can also download NSDL Mobile App "NSDL Speede"
			facility by scanning the QR code mentioned below for seamless voting
			experience.
			NSDL Mobile App is available on

Individual	Shareholders 1.	Existing users who have opted for Easi / Easiest, they can login through their
holding securities in demat	user id and password. Option will be made available to reach e-Voting page
mode with CDSL	without any further authentication. The URL for users to login to Easi / Easiest
		are https://web.cdslindia.com/myeasi/home/loginor www.cdslindia.comand
		click on New System Myeasi.

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