Next Mediaworks Ltd — Proxy Solicitation & Information Statement 2025

Jan 23, 2025

NEXT MEDIAWORKS LIMITED Corporate Office: 5th Floor, Lotus Tower, A- Block, Community Centre, New Friends Colony, New Delhi- 110025 Tel.: 011-66561234

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January 23, 2025

BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Exchange Plaza, 5th Floor Dalal Street2024 Plot No. C-1, Block G, Mumbai - 400 001 Bandra-Kurla Complex, Bandra (E) Mumbai - 400 051

Scrip Code: 532416

Trading Symbol: NEXTMEDIA

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

Dear Sir/Madam,

We enclose herewith a copy of the Postal Ballot Notice (‘Notice’) of Next Mediaworks Limited (‘the Company’) dated January 17, 2025 along with the statement pursuant to the applicable provisions of the Companies Act, 2013 (‘the Act’) read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI LODR’) for seeking approval of the Members of the Company on the following Special Business, forming part of the Notice:

Sr. No.	Particular	Type of Resolution
1.	Re-designation of Mr. Sameer Singh (DIN: 08138465) as Non-Executive Non-Independent Director, liable to retire by rotation, on the Board of the Company	Ordinary Resolution

In compliance with the provisions of the Act read with various circulars issued by Ministry of Corporate Affairs, Government of India, the Notice is being sent only by email to the Members who have registered their email address with the Registrar & Share Transfer Agent of the Company viz. KFin Technologies Limited or depository participants and whose names are recorded in the Register of Members/ Beneficial owners of the Company as on Cut-off date i.e. Friday, January 17, 2025 . Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot.

The Company has engaged the services of National Securities Depository Limited (‘NSDL’) as the agency to provide the e-voting facility. The e-voting facility shall commence at 9:00 A.M. (IST) on Saturday, January 25, 2025 till 5:00 P.M. (IST) on Monday, February 24, 2025. Thereafter, the e- voting module shall be disabled by NSDL. Once the vote on the resolution is cast by the Member, he/she shall not be allowed to change it subsequently. The communication of the assent or dissent of the Members would only take place through the e-voting system.

The Notice is also available on the website of the Company viz. www.nextmediaworks.com/ and on NSDL website viz. www.evoting.nsdl.com.

You are requested to take the above information on record.

Thanking you,

Yours faithfully, For Next Mediaworks Limited

Sonali Manchanda Digitally signed by Sonali Manchanda DN: c=IN, o=Personal, postalCode=201014, l=Ghaziabad, st=Uttar Pradesh, street=A - 102 , G C CENTRUM , INDIRAPURAM, Uttar Pradesh India- 201014- NEAR SHANTI GOPAL HOSPITAL, title=8085, 2.5.4.20=13da1b12e41b1b75b9711d8eea43d8b67dbb95c2c9f16407abe5538376f49d46, serialNumber=095aef7a155679d7fa58ab0b31e8f7ad9e51b98850746b6a3fb95652fdfc4364, email=sonali.manchanda@radioone.in, cn=Sonali Manchanda Date: 2025.01.23 15:01:59 +05'30'

Sonali Manchanda (Company Secretary) Encl.: As above

CIN: L22100MH1981PLC024052 Regd. Office: Unit 701 A, 7th Floor, Tower-2, Indiabulls Finance Centre, Senapati Bapat Marg, Elphinstone Road, Mumbai 400 013 Tel.: +91 22 44104104 | Website: www.nextmediaworks.com | E-mail: Investor.communication@radioone.in

NEXT MEDIAWORKS LIMITED CIN: L22100MH1981PLC024052 Registered Office: Unit 701A, 7[th] Floor, Tower - 2, Indiabulls Finance Centre, Senapati Bapat Marg, Elphinstone Road, Mumbai - 400 013

Corporate Office: 5[th] Floor, Lotus Tower, A Block, Community Centre, New Friends Colony, New Delhi-110025 Ph: +91-11-6656-1234 ; E-mail: investor.communication@radioone.in ; Website: www.nextmediaworks.com

POSTAL BALLOT NOTICE

[Pursuant to Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014

To,

The Members,

NOTICE is hereby given pursuant to and in compliance with the provisions of Section 110 read with Section 108 and other applicable provisions, if any, of the Companies Act, 2013 (‘Act’) , Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (‘Rules’) and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI LODR Regulations’) , read with the General Circular No. 14/2020 dated April 8, 2020, the General Circular No. 17/2020 dated April 13, 2020, and subsequent circulars issued in this regard, the latest being 09/2024 dated September 19, 2024 issued by the Ministry of Corporate Affairs (‘MCA’) (collectively referred to as ‘MCA Circulars’) , the Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India (‘Secretarial Standard-2’) , and other applicable laws, rules and regulations, as amended from time to time (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), to the members of Next Mediaworks Limited (‘Company’) through Postal Ballot, for voting via remote e-Voting process only (‘remote e-Voting’) , to seek their approval(s) for the following special business:

- Re-designation of Mr. Sameer Singh (DIN: 08138465) as Non-Executive Non-Independent Director, liable to retire by rotation, on the Board of the Company

Pursuant to the MCA Circulars and Section 110 of the Act and the Rules made thereunder, the Company is sending this Postal Ballot Notice (‘Notice’) along with the Explanatory Statement pursuant to Section 102 of the Act setting out all material facts relating to the resolution mentioned in the Notice and instructions for remote e-Voting to all those members whose names appeared in the Register of Members of the Company or in the Register of Beneficial Owners maintained by National Securities Depository Limited (‘NSDL’) and Central Depository Services (India) Limited (‘CDSL’) (collectively referred to as ‘Depositories’) as on January 17, 2025 (‘Cut-off date’) and whose e-mail addresses are registered with the Company or the Depositories.

ITEM NO. 1

Re-designation of Mr. Sameer Singh (DIN: 08138465) as Non-Executive Non-Independent Director, liable to retire by rotation, on the Board of the Company

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

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“RESOLVED THAT pursuant to the provisions of Sections 152, and other applicable provisions, if any, of the Companies Act, 2013, and the rules made thereunder, and applicable provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and on the recommendation of the Nomination and Remuneration Committee and the approval of the Board of Directors at their meetings held on January 17, 2025, the consent of the Members of the Company be and is hereby accorded to re-designate Mr. Sameer Singh (DIN: 08138465) as Non-Executive Non-Independent Director, liable to retire by rotation, on the Board of the Company, with effect from January 17, 2025.

RESOLVED FURTHER THAT for the purpose of giving effect to the foregoing resolution, the Board of Directors of the Company be and are hereby authorised to do all such acts, deeds and things, including approving any amendments or alterations thereto as it may in its absolute discretion deem necessary, proper or desirable, and to settle any question, difficulty or doubt that may arise in respect of the aforesaid resolution.”

Place: New Delhi Date: January 17, 2025

By Order of the Board For Next Mediaworks Limited

Sd/-

(Sonali Manchanda) Company Secretary Membership No. F7283

NOTES:

1. The Statement pursuant to Section 102(1) read with Section 110 of the Act, setting out the material facts concerning to resolution are annexed hereto. Further, the relevant details, pursuant to Regulation 36 of the SEBI LODR and SS-2 respectively, in respect of Director seeking re-designation as Non-Executive Non-Independent Director is also annexed hereto and forms part of the Notice as Annexure A .

2. The Notice is being sent to the Members whose names appear on the Register of Members / List of Beneficial Owners as received from the National Securities Depository Limited (‘NSDL’) and Central Depository Services (India) Limited (‘CDSL’) and whose email address is registered with the Registrar & Share Transfer Agent of the Company viz. KFin Technologies Limited (‘KFin’ or ‘RTA’) or depository participant(s), as on January 17, 2025 (‘Cut-off Date’). In compliance with Regulation 44 of the SEBI LODR and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to e-Voting i.e., by casting votes electronically instead of submitting postal ballot forms. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would only take place through the e-Voting system.

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1. The Company has engaged the services of NSDL as the agency to provide the e-Voting facility. The Notice is available on the Company’s website viz. https://nextmediaworks.com/ and on the website of e-Voting agency viz. www.evoting.nsdl.com

2. The e-Voting facility will be available during the following period:

Commencement of e-Voting From 9:00 a.m. (IST) on January 25, 2025 (Saturday) End of e-Voting Upto 5:00 p.m. (IST) on February 24, 2025 (Monday)

The e-Voting facility will not be allowed beyond the aforesaid date and time, and the e-Voting module shall be forthwith disabled by NSDL upon expiry of aforesaid period. Once the vote on the resolution is cast by the Members, the Members shall not be allowed to change it subsequently.

1. Any person whose name appears in the Register of Members / List of Beneficial Owners as received from NSDL and CDSL as on the Cut-off date shall be entitled to vote through e-Voting on the resolution set forth in the Notice. The voting right of the Members shall be reckoned on the paid-up value of the shares registered in the name of the Member/ Beneficial Owner as on the Cut-off date. Any person who is not a Member of the Company as on the Cut-off date should treat this Notice for information purpose only. It is however, clarified that all the persons who are Members of the Company as on Cut-off date (including those Members who may not have received this Notice due to non-registration of their email id with the RTA or the depository participant(s)) shall be entitled to vote in relation to the resolution specified in this Notice.

2. Corporate/ Institutional Members (i.e other than Individuals, HUF, NRI, etc.) are also required to send scanned certified true copy (PDF Format) of the Board Resolution/ Authority Letter, etc., together with attested specimen signature(s) of the duly authorized representative(s), to the Scrutinizer at e-mail id: sanketjaincs@gmail.com with a copy marked to evoting@nsdl.com. They may also upload the same in the e-Voting module in their login. The scanned image of the above-mentioned documents should be in the naming format “Corporate Name_EVENTNO”.

3. The Board of Directors has appointed Mr. Sanket Jain, Company Secretary-in-Practice (CP No. 12583) as Scrutinizer to scrutinize the voting through e-Voting process, in a fair and transparent manner, and he has given his consent to act as Scrutinizer.

4. The Scrutinizer will submit his report to Chairperson or any other person authorized by him, after completion of the scrutiny of the e-Voting process, who shall countersign the same.

5. The result of Postal Ballot will be declared on or before February 26, 2025 (Wednesday). The results of Postal Ballot along with the Scrutinizer’s report will also be hosted on the Company’s website viz. https://nextmediaworks.com/ and on NSDL’s website viz. www.evoting.nsdl.com.The result will be simultaneously communicated to NSE & BSE.

6. The resolution, if passed, shall be deemed to have been passed as if the same have been passed at a general meeting of the Members convened in that behalf. The resolution, if passed by requisite majority, shall be deemed to have been passed on the date of end of e-Voting facility, i.e. Monday, February 24, 2025.

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1. All the material documents referred to in the explanatory statement will be available for inspection electronically until the last date for e-Voting facility. Members seeking to inspect such documents can send an email to investor.communication@radioone.in from their registered e-mail address mentioning their names, folio numbers, DP ID and Client ID during the voting period of the postal ballot.

12. Manner of Registering/Updating email address:

• Members holding shares in dematerialized mode, are requested to register their email addresses and mobile numbers with their relevant depositories through their depository participants.

• Members holding shares in physical form and who have not registered/updated their KYC details including e-mail address with the Company or RTA, may register/update such details by downloading the relevant forms from the link https://www.kfintech.com/ and send them along with details like name, folio number, scanned copy of the share certificate (front and back) and self-attested scanned copy of PAN and Aadhar Card, either in writing to KFin Technologies Limited, Unit: Next Mediaworks Limited, Ramky Selenium Building, Tower B, Plot No. 31 & 32, Financial District, Nanakramguda, Serilingampally, Hyderabad, Rangareddy, Telangana, India – 500032 or by sending e-mail to einward.ris@kfintech.com

• The General Instructions for Members voting electronically are as under:

- Step 1: Access to NSDL e Voting system

A) Login method for e Voting for Individual Members holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual Members holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Members 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 Members holding securities in demat mode is given below:

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Type of Members Login Method
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Type of Members Login Method	Type of Members Login Method	Type of Members Login Method
Individual Members holding securities in demat mode with NSDL.		1. ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.comeither on a Personal Computer or on a mobile. On the 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 ore- Voting service provider i.e. NSDLand 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 athttps://eservices.nsdl.com.Select“Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

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	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 ‘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 ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 4. Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience. NSDL Mobile App isavailable on i App Store GooglePlay 2g#	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 ‘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 ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 4. Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience. NSDL Mobile App isavailable on i App Store GooglePlay 2g#
Individual Members holding securities in demat mode with CDSL		1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.comand click on login icon & New System Myeasi Tab and then user your existing my easi username & password. 2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by Company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there are also links provided to access the system of all e- Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.comand click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.cdslindia.comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directlyaccess the system of all e-VotingService Providers.

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	Individual Members (holding securities in demat mode) login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e- Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e- Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote duringthe remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Members holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL:

**Login type **	Helpdesk details
Individual Members holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.comor call at 022 - 4886 7000
Individual Members holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.com or contact at toll free no. 1800 21 09911

B) Login Method for Members other than Individual Members holding securities in demat mode and Members holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. 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.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below:

	Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
	a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 thenyour user ID is IN30012**.

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b) For Members who hold shares in 16 Digit Beneficiary ID
demat account with CDSL. For example if your Beneficiary ID is 12** then
your user ID is 12**
c) For Members holding shares in EVEN Number followed by Folio Number registered with
Physical Form. the company
For example if folio number is 001 and EVEN is 101456
then user ID is 101456001
5. Password details for Members other than Individual Members are given below:
a) If you are already registered for e-Voting, then you can use your existing password to login and cast your
vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’
which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial
password’ and the system will force you to change your password.
c) How to retrieve your ‘initial password’?
(i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is
communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open
the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file
is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for
shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’
(ii) If your email ID is not registered, please follow steps mentioned below in process for those Members
whose email ids are not registered
6. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:
a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL
or CDSL) option available on www.evoting.nsdl.com.
b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on
www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at
evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your
registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting
system of NSDL.
7. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
8. Now, you will have to click on “Login” button.
9. After you click on the “Login” button, Home page of e-Voting will open.
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- Step 2: Cast your vote electronically on NSDL e Voting system.

- How to cast your vote electronically on NSDL e Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for Members

1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password

2. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members and e-voting user manual for Members available at the download section of www.evoting.nsdl.com or call on : 022 - 4886 7000 or send a request at evoting@nsdl.com

Process for those Members whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-Voting for the resolutions set out in this notice :

1. In case shares are held in physical mode please provide Folio No., Name of Members, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (selfattested scanned copy of Aadhar Card) by email to investor.communication@radioone.in

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to investor.communication@radioone.in. If you are an Individual Members holding securities in demat mode, - you are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e Voting for Individual Members holding securities in demat mode .

3. Alternatively, Members may send a request to evoting@nsdl.com for procuring user id and password for e-Voting by providing above mentioned documents.

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STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

Item No. 1

The members are apprised that Mr. Sameer Singh was re-appointed as an Independent Director on the Board of Company w.e.f. April 01, 2024 for a term of five years, in compliance with the provision of Section 149 of the Companies Act, 2013, and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI LODR’).

The members are further apprised that he has been appointed as Group CEO by HT Media Ltd (Holding Company) and as CEO by Hindustan Media Ventures Ltd (Fellow Subsidiary) effective March 1, 2025 and accordingly Mr. Sameer Singh has requested to be re-designated as Non-Executive Non-Independent Director.

Based on the recommendation of Nomination and Remuneration Committee (‘NRC’), the Board of Directors of the Company at its meeting held on January 17, 2025, approved the re-designation of Mr. Sameer Singh (DIN: 08138465) from Independent Director to Non-Executive Non-Independent Director, liable to retire by rotation on the Board of the Company, with effect from January 17, 2025, subject to approval of the Members.

Accordingly, the item for re-designation of Mr. Sameer Singh as Non-Executive Non-Independent Director, is being proposed for approval of the Members through postal ballot.

Brief profile of Mr. Sameer Singh is as under:

Sameer is an alumnus of IIM Calcutta. In his most recent stint, he serves as Head of North America Global Business Solutions at Tiktok / ByteDance where he is responsible for leading the Advertising and Sales Teams across all advertising revenue in North America. Prior to that, he was leading the Asia Pacific region in a similar capacity.

In a career spanning over 30 years, he has been at the forefront of digital and brand innovation in marketing and has led it from the perspective of Digital Platforms, Advertisers and Agencies. He spearheaded the media agency network GroupM as the Chief Executive Officer - India and South Asia, driving competitive advantage with digital leadership and content to clients. Prior to GroupM, he has worked at Google, GSK, Procter & Gamble and IPG. At Google he led Agency partnerships in India, and Client conversations in the value of digital and strategy for the Americas and for Global large Customers. At GSK and at P&G he has led the evolution of media spending, especially into the world of digital. He has lived and worked in cities including New York, New Delhi, Palo Alto, Boston, London, Dubai and Guangzhou.

In terms of the applicable provisions of the Companies Act, 2013 (the ‘Act’) and SEBI LODR, the Company has received from Mr. Sameer Singh his consent to act as Non-Executive Non-Independent Director u/s 152 of the Act in prescribed format.

The details in pursuant to Regulation 36 of the SEBI LODR and the Secretarial Standard - 2 on General Meetings issued by the Institute of Company Secretaries of India (‘SS-2’), are provided in ‘ Annexure A’ to this Notice.

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Except Mr. Sameer Singh, none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in the resolution set out at Item No. 1 of the Notice.

The Board of Directors recommends the resolution set out under Item no. 1 of the Notice for approval of the Members by way of Ordinary Resolution.

Place: New Delhi Date: January 17, 2025

By Order of the Board For Next Mediaworks Limited

Sd/(Sonali Manchanda) Company Secretary Membership No. F7283

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Annexure A

Details of the Director pursuant to the provisions of Regulation 36 of the SEBI (Listing Obligations - and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (SS 2) issued by the Institute of Company Secretaries of India, as applicable

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Name of Director Mr. Sameer Singh
Age 59 years
Relationship with other Directors None
inter-se and Key Managerial
Personnel
Date of First Appointment on the Date of first appointment: January 13, 2020
Board and date of re-designation
Date of re-designation as Non-executive Non-Independent Director:
January 17, 2025
Expertise in specific functional Advertising, Sales and Marketing, Strategy and General
areas Management
Qualification MBA from IIM Calcutta
Terms and conditions of Re- Non-Executive Non-Independent Director, liable to retire by rotation
designation
No. of Equity Shares of Rs.10/- None
each held in the Company or on
behalf of any other person on
beneficial basis
Remuneration last drawn Sitting fees of Rs. 6 Lakhs
(including sitting fee during FY-
25)
Remuneration proposed to be Nil
paid
Directorship held in other - Hindustan Media Ventures Limited (He will cease to be
companies (along with listed Independent Director w.e.f. February 28, 2025 and appointed as
entities from which the person CEO w.e.f. March 01, 2025)
has resigned in the past three
years)
{excluding foreign companies} #
List of the Committees of other Hindustan Media Ventures Limited:
Board of Directors (across all Audit Committee – Member
companies) in which
Investment and Banking Committee - Member
Chairmanship/ Membership is
held
No. of Board Meetings attended 3 (Three)
during FY- 25
(till date)
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# As per latest disclosure received from the Director.

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