GTPL Hathway Limited

April 29, 2025

BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, Dalal Street, Plot No. C/1, G Block, Mumbai 400 001 Bandra Kurla Complex, Bandra (East), Mumbai – 400051 Scrip Code: 540602 Trading Symbol: GTPL

Trading Symbol: GTPL

Dear Sir/Madam,

Sub: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 – Postal Ballot Notice

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find attached the Postal Ballot Notice dated April 16, 2025, seeking approval of the members of the Company, by way of remote e-voting process (“e-voting”), for (1) Approval of Material Related Party Transactions of the Company and (2) Approval of Material Related Party Transactions of subsidiary of the Company.

Postal Ballot Notice is being sent only through electronic mode to all the members of the Company whose e-mail address is registered with the Company/ MUFG Intime India Private Limited (Company’s Registrar and Transfer Agent)/ Depository Participants/ Depositories as on Friday, April 25, 2025 (“Cut-off Date”).

The Company has engaged the services of KFin Technologies Limited as the agency to provide e-voting facility.

The e-voting facility will be available during the following period:

Commencement of e-voting:	9:00 a.m.(IST) on Thursday, May 01, 2025
End of e-voting:	5:00p.m.(IST) on Friday, May 30, 2025

The Postal Ballot Notice is also uploaded on the Company's website and can be accessed at - https://webapi.gtpl.net/WebSiteImages/InvestorRelation/General_Meeting/2025 2026/GTPL_Postal%20Ballot%20Notice.pdf

This is for your information and records.

Thanking you, Yours faithfully, For GTPL Hathway Limited

SHWETA Digitally signed by SHWETA SULTANIA SULTANIA Date: 2025.04.29 17:33:00 +05'30' Shweta Sultania Company Secretary & Compliance Officer

Encl.: As above

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Registered Office: 202, Sahajanand Shopping Center, Opp. Swaminarayan Mandir, Shahibaug, Ahmedabad – 380 004, Gujarat, India

CIN: L64204GJ2006PLC048908 Tel: 079-2562 6470; E-mail: [email protected]; Website: www.gtpl.net

POSTAL BALLOT NOTICE

(Pursuant to 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 the Company,

Notice is hereby given that the resolution set out below is proposed for approval by the members of GTPL Hathway Limited (“ the Company ”) by means of Postal Ballot, only by remote e-voting process (“ e-voting ”) being provided by the Company to all its members to cast their votes electronically, pursuant to Section 110 of the Companies Act, 2013 (“ the Act ”), Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“ the Rules ”) and other applicable provisions of the Act and the Rules, General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, read with other relevant circulars, including General Circular No. 09/2024 dated September 19, 2024 issued by the Ministry of Corporate Affairs (“ MCA Circulars ”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ Listing Regulations ”), Secretarial Standard on General Meetings (“ SS2 ”) issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

The Statement, pursuant to Section 102(1) and other applicable provisions of the Act read with the Rules, setting out all material facts relating to the resolutions proposed in this Postal Ballot Notice and additional information as required under the Listing Regulations and circulars issued thereunder is also attached.

The Board of Directors has appointed Mr. Chirag Shah, a Practicing Company Secretary (Membership No.: F5545) of M/s. Chirag Shah & Associates, Practicing Company Secretaries or failing him Mr. Raimeen Maradiya, a Practicing Company Secretary (Membership No. F11283) of M/s. Chirag Shah and Associates, Practicing Company Secretaries, as Scrutinizer for conducting the Postal Ballot, through e-voting process, in a fair and transparent manner and they have communicated their willingness to be appointed and will be available for the said purpose. The Scrutinizer’s decision on the validity of the votes cast in the Postal Ballot shall be final.

The Company has engaged the services of KFin Technologies Private Limited (“ KFinTech ”) as the agency to provide e-voting facility.

Members are requested to read the instructions given in the Notes to this Postal Ballot Notice so as to cast their vote electronically. The votes can be cast during the following voting period:

the Notes to this Postal Ballot electronically. The votes can voting period:	Notice so as to cast their vote be cast during the following
Commencement of e-voting:	9:00 A.M. (IST) on Thursday, May 01, 2025
End of e-voting:	5:00 P.M. (IST) on Friday, May 30, 2025

The Scrutinizer will submit his report, after the completion of scrutiny, to the Chairman of the Company or any person authorized by him. The results of e-voting will be announced on or before Tuesday, June 03, 2025, and will be displayed on the Company’s website www.gtpl.net and the website of KFinTech at https://evoting.kfntech.com. The results will simultaneously be communicated to the Stock Exchanges and will also be displayed at the registered office of the Company.

SPECIAL BUSINESS:

Item No. 1

Approval of Material Related Party Transactions of the Company.

To consider and pass, the following resolution as an Ordinary Resolution :

“RESOLVED THAT pursuant to the provisions of Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (“Listing Regulations”), other applicable laws / statutory provisions, if any, (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the Company’s Policy on Related Party Transactions and basis the approval of the Audit Committee and recommendation of the Board of Directors of the Company, approval of the members of the Company be and is hereby accorded to the Company (or its successor

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entity) to enter into and / or continue the related party transaction(s) / contract(s) / arrangement(s) / agreement(s) (in terms of Regulation 2(1)(zc)(i) of the Listing Regulations) with Star India Private Limited (or its successor entity) as more specifically set out in the explanatory statement to this resolution on the material terms & conditions set out therein;

RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as ‘Board’ which term shall be deemed to include the Audit Committee of the Board and any duly constituted committee empowered to exercise its powers including powers conferred under this resolution) be and is hereby authorised to do all such acts, deeds, matters and things as it may deem fit in its absolute discretion, to delegate all or any of its powers conferred under this resolution to any Director or Key Managerial Personnel or any officer / executive of the Company and to resolve all such issues, questions, difficulties or doubts whatsoever that may arise in this regard and all action(s) taken by the Company in connection with any matter referred to or contemplated in this resolution, be and are hereby approved, ratified and confirmed in all respects.”

Item No. 2

Approval of Material Related Party Transactions of subsidiary of the Company

To consider and pass, the following resolution as an Ordinary Resolution :

“RESOLVED THAT pursuant to the provisions of Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,

2015, as amended from time to time (“Listing Regulations”), other applicable laws / statutory provisions, if any, (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the Company’s Policy on Related Party Transactions and basis the approval of the Audit Committee and recommendation of the Board of Directors of the Company, approval of the members of the Company be and is hereby accorded to GTPL Kolkata Cable & Broadband Pariseva Limited (“GTPL KCBPL”) (or its successor entity), a subsidiary of the Company to enter into and / or continue the related party transaction(s) / contract(s) / arrangement(s) / agreement(s) (in terms of Regulation 2(1)(zc)(i) of the Listing Regulations) with Star India Private Limited (or its successor entity) as more specifically set out in the explanatory statement to this resolution on the material terms & conditions set out therein;

RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as ‘Board’ which term shall be deemed to include the Audit Committee of the Board and any duly constituted committee empowered to exercise its powers including powers conferred under this resolution) be and is hereby authorised to do all such acts, deeds, matters and things as it may deem fit in its absolute discretion, to delegate all or any of its powers conferred under this resolution to any Director or Key Managerial Personnel or any officer / executive of the Company and to resolve all such issues, questions, difficulties or doubts whatsoever that may arise in this regard and all action(s) taken by the Company/ the subsidiary in connection with any matter referred to or contemplated in this resolution, be and are hereby approved, ratified and confirmed in all respects.”

By order of the Board of Directors,

Ahmedabad, April 16, 2025

Shweta Sultania Company Secretary and Compliance Officer ACS: 22290

Registered Office:

202, Sahajanand Shopping Center, Opp. Swaminarayan Mandir, Shahibaug, Ahmedabad – 380004, Gujarat, India Mail: [email protected] Website: www.gtpl.net

NOTES:

A Statement pursuant to Section 102(1) and other applicable provisions of the Act read with the Rules, setting out all material facts relating to the resolutions mentioned in this Postal Ballot Notice and additional information as required under the Listing Regulations and circulars issued thereunder is also attached.
In compliance with the MCA Circulars, this Postal Ballot Notice is being sent only by electronic mode to those

members whose names appear on the Register of Members / Register of Beneficial Owners as on Friday, April 25, 2025 (“ Cut-Off Date ”) received from the Depositories and whose e-mail address is registered with the Company / Registrar and Transfer Agent /Depository Participants / Depositories. Physical copies of the Postal Ballot Notice along with postal ballot forms and pre-paid business reply envelopes are not being sent to members for this Postal Ballot.

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This Postal Ballot Notice will also be available on the Company’s website at www.gtpl.net, websites of the Stock Exchanges, i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of KFinTech at https://evoting.kfntech.com.
In accordance with the MCA Circulars, the Company has made necessary arrangements for the members to register their e-mail address. Members who have not registered their e-mail address are requested to register the same (i) with the Depository Participant(s) where they maintain their demat accounts.
Only a person, whose name is recorded in the register of members / register of beneficial owners, as on the Cut-Off Date, maintained by the Depositories shall be entitled to participate in the e-voting. A person who is not a member as on the Cut-Off Date, should treat this Postal Ballot Notice for information purpose only.
Voting rights of a Member / Beneficial Owner shall be in proportion to his/her/its shareholding in the paidup equity share capital of the Company as on the CutOff Date.
Pursuant to the provisions of Sections 108, 110 and other applicable provisions of the Act and the Rules made thereunder, the MCA Circulars, Regulation 44 of the Listing Regulations read with Section VI-C of the SEBI Master Circular bearing reference no. SEBI/HO/ CFD/PoD2/CIR/P/0155 dated November 11, 2024, as amended (“ SEBI Master Circular ”) and SS-2 and any amendments thereto, the Company is providing the facility to the members to exercise their right to vote on the proposed resolution electronically. The instructions for e-voting are provided as part of this Postal Ballot Notice.
The e-voting period commences at 9:00 a.m. (IST) on Thursday, May 01, 2025 and ends at 5:00 p.m. (IST) on Friday, May 30, 2025.

The e-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be forthwith disabled by KFinTech upon expiry of the aforesaid period.

The resolutions, if approved, shall be deemed to have been passed on the last date of e-voting i.e. Friday, May 30, 2025 .
All documents referred to in this Postal Ballot Notice will be available for inspection electronically without any fee by the members from the date of circulation of this Postal

Ballot Notice until the last date of e-voting. Members seeking to inspect such documents can send an email to [email protected] mentioning his / her / its DP ID and Client ID.

11. PROCEDURE FOR E-VOTING:

(i) E-VOTING FACILITY:

a. The Company is providing e-voting facility of KFinTech to its members to exercise their right to vote on the proposed resolution by electronic means.
b. The e-voting facility will be available during the following voting period:

Commencement of e-voting	9:00 a.m. (IST) on Thursday,May01,2025
End of e-voting	5:00 p.m. (IST) on Friday,May30,2025

The e-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be forthwith disabled by KFinTech upon expiry of the aforesaid period.

c. The manner of e-voting by (i) individual members holding shares of the Company in demat mode, (ii) members other than individuals holding shares of the Company in demat mode, and (iii) members who have not registered their e-mail address is explained in the instructions given hereinbelow.

(ii) INFORMATION AND INSTRUCTIONS RELATING TO E-VOTING:

i. Once the vote on a resolution is cast by a member, whether partially or otherwise, the member shall not be allowed to change it subsequently or cast the vote again.
ii. INFORMATION AND INSTRUCTIONS FOR REMOTE E-VOTING BY INDIVIDUAL MEMBERS HOLDING SHARES OF THE COMPANY IN DEMAT MODE
As per the SEBI Master Circular, all “individual members holding shares of the Company in demat mode” can cast their vote, by way of a single login credential, through their demat accounts / websites of Depositories / Depository Participants. The procedure to login and access e-voting, as devised by the Depositories/ Depository Participant(s), is given below:

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PROCEDURE TO LOGIN THROUGH WEBSITES OF DEPOSITORIES

National Securities Depository Limited(“NSDL”)	National Securities Depository Limited(“NSDL”)	Central Depository Services(India) Limited(“CDSL”)	Central Depository Services(India) Limited(“CDSL”)
1. Users already registered for IDeAS e-Services facility of NSDL may follow the following procedure:		1. Users already registered for Easi / Easiest facility of CDSL may follow the following procedure:
i. Type in the browser/ Click on the following e-Services link: https://eservices.nsdl.com		i.	Type in the browser / Click on any of the following links: https://web.cdslindia.com/myeasi/home/login orwww.cdslindia.com and click on New System Myeasi / Login to My Easi option under Quick Login (best operational in Internet Explorer 10 or above and Mozilla Firefox)
ii. Click on the button “Benefcial Owner” available for login under ‘IDeAS’ section.		ii.	Enter your User ID and Password for accessing Easi /Easiest.
iii. A new page will open. Enter your User ID and Password for accessing IDeAS.		iii.	You will see Company Name: “GTPL Hathway Limited” on the next screen.Click on the e-Voting link available against GTPL Hathway Limited or select e-Voting service provider “KFinTech” and you will be re-directed to the e-Voting page of KFinTech to cast your vote without any further authentication.
iv. On successful authentication, you will enter your IDeAS service login. Click on “Access to e-Voting” underValue Added Serviceson the panel available on the left hand side.
v. You will see Company Name: “GTPL Hathway Limited” on the next screen.Click on the e-Voting link available against GTPL Hathway Limited or select e-Voting service provider “KFinTech” and you will be re-directed to the e-Voting page of KFinTech to cast your vote without any further authentication.
2. Users not registered for IDeAS e-Services facility of NSDL may follow the following procedure:		2. Users not registered for Easi/Easiest facility of CDSL may follow the following procedure:
i. To register, type in the browser / Click on the following e-Services link: https://eservices.nsdl.com		i.	To register, type in the browser / Click on the following link: https://web.cdslindia.com/ myeasitoken/Registration/EasiRegistration

ii. Select option “Register Online for IDeAS” available on the left hand side of thepage		ii.	Proceed to complete registration using your DP ID- Client ID(BO ID),etc.
iii. Proceed to complete registration using your DP ID, Client ID,Mobile Number etc.		iii.	After successful registration, please follow steps given under Sr. No. 1 above to castyour vote.
iv. After successful registration, please follow steps given under Sr. No. 1 above to castyour vote.
3. Users may directly access the e-Voting module of NSDL asper the following procedure:		3. Users may directly access the e-Voting module of CDSL asper the following procedure:
i.	Type in the browser / Click on the following link: https://www.evoting.nsdl.com/	i.	Type in the browser / Click on the following links: https://evoting.cdslindia.com/Evoting/ EvotingLogin
ii.	Click on the button “Login” available under “Shareholder/Member” section.	ii.	Provide Demat Account Number and PAN
iii.	On the login page, enter User ID (that is, 16-character demat account number held with NSDL, starting with IN), Login Type, that is, through typing Password (in case you are registered on NSDL’s e-voting platform)/ through generation of OTP (in case your mobile/e-mail address is registered in your demat account) and Verifcation Code as shown on the screen.	iii.	System will authenticate user by sending OTP on registered Mobile & E-mail as recorded in the Demat Account.
iv.	You will see Company Name: “GTPL Hathway Limited” on the next screen.Click on the e-Voting link available against GTPL Hathway Limited or select e-Voting service provider “KFinTech” and you will be re-directed to the e-Voting page of KFinTech to cast your vote without any further authentication.	iv.	On successful authentication, you will enter the e-voting module of CDSL.Click on the e-Voting link available against GTPL Hathway Limited or select e-Voting service provider “KFinTech” and you will be re-directed to the e-Voting page of KFinTech to cast your vote without any further authentication.

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Procedure to login through their demat accounts / Website of Depository Participant

Individual shareholders holding shares of the Company in Demat mode can access e-Voting facility provided by the Company using login credentials of their demat accounts (online accounts) through their demat accounts / websites of Depository Participants registered with NSDL/CDSL. An option for “ e-Voting ”

will be available once they have successfully loggedin through their respective logins. Click on the option “ e-Voting ” and they will be redirected to e-Voting modules of NSDL/CDSL (as may be applicable). Click on the e-Voting link available against GTPL Hathway Limited or select e-Voting service provider “KFinTech” and you will be re-directed to the e-Voting page of KFinTech to cast your vote without any further authentication.

Contact details in case of any technical issue on NSDL Website

Contact details in case of any technical issue on CDSL Website

Members facing any technical issue during login can contact NSDL helpdesk by sending a request at evoting@ nsdl.co.in or call at: 022-4886 7000/ 1800 102 0990.

Members facing any technical issue during login can contact CDSL helpdesk by sending a request at helpdesk. [email protected] or contact at 1800 210 9911.

iii. INFORMATION AND INSTRUCTIONS FOR E-VOTING BY MEMBERS OTHER THAN INDIVIDUALS HOLDING SHARES OF THE COMPANY IN DEMAT MODE

I. A. In case a member receives an e-mail from the Company/ KFinTech [for members whose e-mail address is registered with the Company/ RTA/Depository Participant(s)]:
a. Launch internet browser by typing the URL: https://evoting.kfntech.com.
b. Enter the login credentials (User ID and password given in the e-mail) . The E-Voting Event Number+Folio No. or DP ID Client ID will be your User ID. If you are already registered with KFinTech for e-voting, you can use the existing password for logging in. If required, please visit https://evoting.kfntech.com or contact toll-free number 1800-3094001 [from 9:00 a.m. (IST) to 6:00 p.m. (IST) on all working days] for assistance on your existing password.
c. After entering these details appropriately, click on “ LOGIN ”.
d. You will now reach Password Change Menu wherein you are required to mandatorily change your password upon logging in for the first time. The new password shall comprise minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric (0-9) and a special character (@,#,$,etc.). The system will prompt you to change your password and update

your contact details like mobile number, e-mail address, etc. on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.

e. You need to login again with the new credentials.
f. On successful login, the system will prompt you to select the E-Voting Event Number (EVEN) for GTPL Hathway Limited.
g. On the voting page, enter the number of shares as on the cut-off date under either “FOR” or “AGAINST” or alternatively, you may partially enter any number under “FOR” / “AGAINST”, but the total number under “FOR” / “AGAINST” taken together should not exceed your total shareholding as on the cut-off date. You may also choose to “ABSTAIN” and vote will not be counted under either head.
h. Members holding shares under multiple folios/demat accounts shall choose the voting process separately for each of the folios / demat accounts.
i. Voting has to be done for each item in this Postal Ballot Notice separately. In case you do not desire to cast your vote on any specific item, it will be treated as “ABSTAINED”.

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  - j. You may then cast your vote by selecting an appropriate option and click on “SUBMIT”.

  - k. A confirmation box will be displayed. Click “OK” to confirm, else “CANCEL” to modify.

  - l. Once you confirm, you will not be allowed to modify your vote.

  - m. Corporate/Institutional Members (i.e., other than Individuals, HUFs, NRIs, etc.) are also required to send legible scanned certified true copy (in PDF Format) of the Board Resolution/Power of Attorney/ Authority Letter, etc., together with attested specimen signature(s) of the duly authorized representative(s), to the Scrutinizer at e-mail id: pcschirag@gmail. com with a copy marked to evoting@ kfntech.com. Such authorization shall contain necessary authority for voting by its authorised representative(s). It is also requested to upload the same in the e-voting module in their login. The naming format of the aforesaid legible scanned document shall be “Corporate Name EVEN.”

B. In case of a member whose e-mail address is not registered / updated with the Company/ RTA/Depository Participant(s), please follow the following steps to generate your login credentials:
- a. Members holding shares in dematerialised mode who have not registered their e-mail address with their Depository Participant(s) are requested to register/update their email address with the Depository Participant(s) with whom they maintain their demat accounts.
- b. After due verification, KFinTech will forward your login credentials to your registered email address.
- c. Follow the instructions at I(A) (a) to (m) to cast your vote.
II. Members can also update their mobile number and e-mail ID in the “user profile details” in their e-voting login on https://evoting.kfntech.com.
III. Any member who has forgotten the User Id and Password, may obtain/generate/retrieve the

same from KFinTech in the manner as mentioned below:

a. If the mobile number of the member is registered against DP ID Client ID, the member may send SMS: MYEPWD DP ID Client ID to 9212993399

Example for NSDL: MYEPWD IN12345612345678

Example for CDSL: MYEPWD 1402345612345678

b. If e-mail address or mobile number of the member is registered against DP ID Client ID, then on the home page of https://evoting. kfntech.com, the member may click “Forgot Password” and enter DP ID Client ID and PAN to generate a password.
c. Member may call on KFinTech’s toll-free number 1800-309-4001 [from 9:00 a.m. (IST) to 6:00 p.m. (IST) on all working days].
d. Member may send an e-mail request to [email protected]. After due verification of the request, User ID and password will be sent to the member.
e. If the member is already registered with KFinTech’s e-voting platform, then he/she/ it can use his/her/its existing password for logging in.
IV. In case of any query pertaining to e-voting, members may refer to the “Help” and “FAQs” sections/ E-voting user manual available through a dropdown menu in the “Downloads” section of KFinTech’s website for e-voting: https://evoting. kfntech.com or contact KFinTech as per the details given below.

V. CONTACT DETAILS FOR ASSISTANCE ON E-VOTING:

Members are requested to note the following contact details for addressing e-voting related grievances:

Mr. Sashidhar S Mannava, Vice President KFin Technologies Private Limited

Selenium Tower B, Plot 31-32, Gachibowli,

Financial District, Nanakramguda, Hyderabad 500 032 Toll-free No.: 1800-309-4001 [from 9:00 a.m. (IST) to 6:00 p.m. (IST) on all working days]

E-mail: [email protected]

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STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 READ WITH RULE 22 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014 AND ADDITIONAL INFORMATION AS REQUIRED UNDER THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND CIRCULARS ISSUED THEREUNDER

The following Statement sets out all material facts relating to the Special Business proposed in this Postal Ballot Notice:

Rs. 1,000 crore; or (ii) 10% of the annual consolidated turnover of the Company as per the last audited financial statements of the Company.

Item No. 1

The Company is the largest Multi System Operator in India, offering Digital Cable Television services and providing Broadband services through its subsidiary. The Company is focusing on its two core business activities, Digital Cable TV and Internet Service, by adopting the use of latest advanced technology, offering quality services to its customers at competitive prices and continuing geographical expansion across India. The annual consolidated turnover of the Company as on March 31, 2025 is Rs. 3,477.20 crore (excluding duties and taxes).

In furtherance of its business activities, GTPL Hathway Limited (“the Company” or “GTPL”) has entered into / will enter into transactions / contract(s) / agreement(s) / arrangement(s) with Star India Private Limited (‘SIPL”) in terms of Regulation 2(1) (zc)(i) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).

All related party transactions of the Company are at arm’s length and in the ordinary course of business.

Further, all related party transactions of the Company are undertaken after obtaining prior approval of the Audit Committee. Four out of six members of the Audit Committee of the Company are independent directors. The related party transactions as set out in this Postal Ballot Notice have been approved by the Independent Directors of the Audit Committee of the Company after satisfying that the related party transactions are at arm’s length and in the ordinary course of business. The Audit Committee of the Company reviews on a quarterly basis, the details of all related party transactions entered into during the previous quarter, pursuant to its approval.

In accordance with Regulation 23 of the Listing Regulations, approval of the members is sought for related party transactions which in a financial year, exceed the lower of (i)

Presently, the Company pays subscription charges to SIPL for carrying the various channels of SIPL on the distribution network of the Company. The Company also receives fees from SIPL for placement services and other services (which are commonly provided by Multisystem Operators (MSOs) in the industry) rendered by the Company.

The approval of the members pursuant to this resolution is sought for transactions between the Company and SIPL for (a) Subscription Charges to be paid by the Company to SIPL for carrying SIPL television channels on its distribution network; and (b) receipt of fees by the Company towards placement services and other services being rendered by the Company to SIPL as per the agreement(s) entered by and between the Company and SIPL. In the case of any restructuring of the Company or SIPL resulting in transfer of the business carried on by these entities to successor entities, the approval of the shareholders pursuant to the Ordinary Resolution proposed in this Notice shall be deemed to be approval for these transactions with or between such successor entities.

The values of related party transactions specified in the Table below excludes duties and taxes.

In addition to the transactions set out in the Table below, approval of the members is also sought for any other transactions (not identifiable currently in detail) between the Company and SIPL for transfer of resources, services and obligations in the ordinary course of business, on arm’s length basis and in compliance with applicable laws, as approved by the Audit Committee. The values of such additional transactions (to the maximum of 10% of the total value of limits) are included in the values set out in the Table below.

The value of transactions (for which the approval is being sought) for the period commencing from April 01, 2025 till the date of this Postal Ballot Notice has not exceeded the materiality threshold.

The details of transactions as required under Regulation

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23(4) of the Listing Regulations read with Section III-B of the SEBI Master Circular bearing reference no. SEBI/HO/ CFD/PoD2/ CIR/P/0155 dated November 11, 2024 is set forth below:

Sr. No.	Particulars	De tails
1.	Name of the related party and its relationship with the listed entity or its subsidiary, including nature of its concern or interest (fnancial or otherwise)	Name of the Related Party: Star India Private Limited (SIPL) Relationship: Fellow subsidiary of Company’s Promoter Company i.e. Hathway Cable and Datacom Limited SIPL is engaged in the business of television broadcasting and production, acquisition and distribution of motion pictures and provides services to the Companyunder interconnect agreement.
2.	Name of Director(s) or Key Managerial Personnel who is related, if any	Not Applicable
3.	Type, tenure, material terms and particulars	(i) The Company carries various television channels of SIPL through its digital cable distribution network and pays subscription charges to SIPL in consideration thereof. (ii) SIPL pays fees to the Company for placement services and other services (which are commonly provided by MSOs in the industry) rendered by the Company as per the agreement(s) entered into between the Company and SIPL. The above transactions will be in accordance with the commercial agreements and applicable regulations of the Telecom Regulatory Authority of India. The above arrangements are continuing business transactions. Approval of the members is being sought for aforesaid and allied transactions during the 5 fnancial years i.e., from FY2025-26 to FY2029-30.
4.	Value of Transaction	(i) The monetary value of the transactions at 3(i) above and allied transactions (a) for FY 2025-26 is estimated to be Rs. 1450 crore; and (b) in each of the 4 subsequent fnancial years from FY2026- 27 to FY2029-30 is estimated to be upto Rs. 2,900 crore. (ii) The monetary value of the transactions at 3(ii) above and allied transactions (a) for FY 2025-26 is estimated to be Rs. 1050 crore; and (b) in each of the 4 subsequent fnancial years from FY2026- 27 to FY2029-30 is estimated to be upto Rs. 2,100 crore.
5.	The percentage of the listed entity’s annual consolidated turnover, for the immediately preceding fnancial year, that is represented by the value of the proposed transaction (and for a RPT involving a subsidiary, such percentage calculated on the basis of the subsidiary’s annual turnover on a standalone basis shall be additionally provided)	(i) The estimated transaction value at 4(i) above for FY2025- 26 represents 41.70% of the annual consolidated turnover of the Company for FY2024-25. (ii) The estimated transaction value at 4(ii) above for FY2025-26 represents 30.20% of the annual consolidated turnover of the Company for FY2024-25.
6.	Details of the transaction relating to any loans, intercorporate deposits, advances or investments made or given by the listed entity or its subsidiary	Not Applicable
7.	Justifcation as to why the RPT is in the interest of the listed entity	The Company is engaged in the distribution of television channels through its digital cable distribution network and SIPL operates a number of television channels for broadcast and streaming of content. The transactions are in the interest of the parties.
8.	A copy of the valuation or other external party report, if any such report has been relied upon	Not Applicable
9.	Any other information that may be relevant	All relevant / important information forms part of this Statement setting out material facts pursuant to Section 102(1) of the Companies Act, 2013.

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None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the said transactions.

Pursuant to Regulation 23 of the Listing Regulations, members may also note that no related party of the Company shall vote to approve the Ordinary Resolution set out in this Postal Ballot Notice whether the entity is a related party to the aforesaid transactions or not.

The Board of Directors commends the Ordinary Resolution set out in this Postal Ballot Notice for approval by the members.

Item No. 2

In furtherance of its business activities, GTPL Kolkata Cable & Broadband Pariseva Limited (“GTPL KCBPL”), a subsidiary of the Company has entered into / will enter into transactions / contract(s) / agreement(s) / arrangement(s) with Star India Private Limited (‘SIPL”) in terms of Regulation 2(1)(zc)(i) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).

All related party transactions of the Company and its subsidiaries (as per the Companies Act, 2013) are at arm’s length and in the ordinary course of business.

The related party transactions between GTPL KCBPL and SIPL as set out in this Postal Ballot Notice are also approved by the Audit Committee of GTPL KCBPL (consisting of majority of independent directors).

In accordance with Regulation 23 of the Listing Regulations, approval of the members is sought for related party transactions which in a financial year, exceed the lower of (i) Rs. 1,000 crore; or (ii) 10% of the annual consolidated turnover of the Company as per the last audited financial statements of the Company.

Presently, GTPL KCBPL pays subscription charges to SIPL for carrying the various channels of SIPL on the distribution network of the Company. GTPL KCBPL also receives fees from SIPL for placement services and other services (which are commonly provided by Multisystem Operators (MSOs) in the industry) rendered by GTPL KCBPL.

The approval of the members pursuant to this resolution is sought for transactions between GTPL KCBPL and SIPL for (a) Subscription Charges to be paid by GTPL KCBPL to SIPL for carrying SIPL television channels on its distribution network; and (b) receipt of fees by GTPL KCBPL towards placement services and other services being rendered by GTPL KCBPL to SIPL as per the agreement(s) entered by and between GTPL KCBPL and SIPL. In the case of any restructuring of GTPL KCBPL or SIPL resulting in transfer of the business carried on by these entities to successor entities, the approval of the shareholders pursuant to the Ordinary Resolution proposed in this Notice shall be deemed to be approval for these transactions with or between such successor entities.

The values of related party transactions specified in the Table below excludes duties and taxes.

In addition to the transactions set out in the Table below, approval of the members is also sought for any other transactions (not identifiable currently in detail) between GTPL KCBPL and SIPL for transfer of resources, services and obligations in the ordinary course of business, on arm’s length basis and in compliance with applicable laws, as approved by the respective Audit Committees. The values of such additional transactions (to the maximum of 10% of the total value of limits) are included in the values set out in the Table below.

The value of transactions (for which the approval is being sought) for the period commencing from April 01, 2025 till the date of this Postal Ballot Notice has not exceeded the materiality threshold.

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The details of transactions as required under Regulation 23(4) of the Listing Regulations read with Section III-B of the SEBI Master Circular bearing reference no. SEBI/HO/ CFD/PoD2/CIR/P/0155 dated November 11, 2024 is set forth below:

Sr. No.	Particulars	De tails
1.	Name of the related party and its relationship with the listed entity or its subsidiary, including nature of its concern or interest (fnancial or otherwise)	Name of the Related Parties: GTPL Kolkata Cable & Broadband Pariseva Limited (“GTPL KCBPL”) and Star India Private Limited (SIPL) Relationship: GTPL KCBPL is a subsidiary of the Company. SIPL is a Fellow subsidiary of Company’s Promoter Company i.e. Hathway Cable and Datacom Limited. SIPL is engaged in the business of television broadcasting and production, acquisition and distribution of motion pictures and provides services to GTPL KCBPL under interconnect agreement.
2.	Name of Director(s) or Key Managerial Personnel who is related, if any	Mr. Anirudhsinh Jadeja, Managing Director of the Company and Mr. Sunil Sanghvi, Independent Director of the Company, who are directors on the board of GTPL KCBPL and their relatives, to the extent of their shareholding, if any, may be deemed to be concerned or interested,in the said transactions.
3.	Type, tenure, material terms and particulars	(i) GTPL KCBPL carries various television channels of SIPL through its digital cable distribution network and pays subscription charges to SIPL in consideration thereof. (ii) SIPL pays fees to GTPL KCBPL for placement services and other services (which are commonly provided by MSOs in the industry) rendered by GTPL KCBPL as per the agreement(s) entered into between GTPL KCBPL and SIPL. The above transactions will be in accordance with the commercial agreements and applicable regulations of the Telecom Regulatory Authority of India. The above arrangements are continuing business transactions. Approval of the members is being sought for aforesaid and allied transactions during the 5 fnancial years i.e., from FY2025-26 to FY2029-30.
4.	Value of Transaction	(i) The monetary value of the transactions at 3(i) above and allied transactions (a) for FY 2025-26 is estimated to be Rs. 420 crore; and (b) in each of the 4 subsequent fnancial years from FY2026- 27 to FY2029-30 is estimated to be upto Rs. 600 crore. (ii) The monetary value of the transactions at 3(ii) above and allied transactions (a) for FY 2025-26 is estimated to be Rs. 280 crore; and (b) in each of the 4 subsequent fnancial years from FY2026- 27 to FY2029-30 is estimated to be upto Rs. 400 crore.
5.	The percentage of the listed entity’s annual consolidated turnover, for the immediately preceding fnancial year, that is represented by the value of the proposed transaction (and for a RPT involving a subsidiary, such percentage calculated on the basis of the subsidiary’s annual turnover on a standalone basis shall be additionally provided)	(i) The estimated transaction value at 4(i) above for FY2025- 26 represents (a) 12.08% of the annual consolidated turnover of the Company for FY2024-25 and (b) 72.67% of annual turnover of GTPL KCBPL for FY2024-25. (ii) The estimated transaction value at 4(ii) above for FY2025-26 represents (a) 8.05% of the annual consolidated turnover of the Company for FY2024-25 and (b) 48.44% of annual turnover of GTPL KCBPL for FY2024-25.

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Sr. No.	Particulars	De tails
6.	Details of the transaction relating to any loans, intercorporate deposits, advances or investments made or given by the listed entity or its subsidiary	Not Applicable
7.	Justifcation as to why the RPT is in the interest of the listed entity	GTPL KCBPL is engaged in the distribution of television channels through its digital cable distribution network and SIPL operates a number of television channels for broadcast and streaming of content. The transactions are in the interest of theparties.
8.	A copy of the valuation or other external party report,if anysuch report has been relied upon	Not Applicable
9.	Any other information that may be relevant	All relevant / important information forms part of this Statement setting out material facts pursuant to Section 102(1) of the Companies Act, 2013.

Save and except the above (as mentioned in point 2), none of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the said transactions.

The Board of Directors commends the Ordinary Resolution set out in this Postal Ballot Notice for approval by the members.

By order of the Board of Directors,

Ahmedabad, April 16, 2025

Shweta Sultania Company Secretary and Compliance Officer ACS: 22290

Registered Office:

202, Sahajanand Shopping Center, Opp. Swaminarayan Mandir, Shahibaug, Ahmedabad – 380004, Gujarat, India Mail: [email protected] Website: www.gtpl.net

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GTPL Hathway Limited Proxy Solicitation & Information Statement 2025

62442_rns_2025-04-29_74842d6c-8d13-4f04-8793-d9807d9c4e90.pdf

Sub: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 – Postal Ballot Notice