New Delhi Television (NDTV) has issued a comprehensive postal ballot notice dated January 28, 2026, seeking shareholder approval for three critical resolutions that will shape the company's operations for the upcoming financial year. The notice, filed with BSE Limited and National Stock Exchange of India Limited on February 25, 2026, outlines key corporate governance matters requiring member consent.

Director Re-appointment Proposal

The primary resolution involves the re-appointment of Mr. Sanjay Pugalia (DIN: 08360398) as Whole-time Director of the company. The Board of Directors, based on recommendations from the Nomination and Remuneration Committee, has proposed his re-appointment for a period of three consecutive years.

Mr. Pugalia brings extensive experience in digital, television, and print media, having launched and headed CNBC Awaaz for 12 years. His background includes setting up Star News in Hindi, heading Zee News, and being part of the founding team of AajTak. The proposed remuneration structure includes salary, perquisites, allowances, and additional benefits such as provident fund contributions and business-related expense reimbursements.

Material Related Party Transactions

The company seeks approval for two significant related party transaction proposals for the financial year 2026-27, both exceeding the materiality threshold of Rs. 46.50 crores (10% of annual consolidated turnover).

NDTV Convergence Limited Transactions

The first proposal involves transactions with NDTV Convergence Limited, a material subsidiary where NDTV holds 95.40% shareholding.

These transactions encompass rendering and availing of services including advertisement services, support services, marketing, travel, royalty, personnel resources, and inter-corporate loans. The company has renewed and enhanced an inter-corporate loan from Rs. 110 crores to Rs. 150 crores for FY 2026-27.

Adani Enterprises Limited Transactions

The second proposal covers transactions with Adani Enterprises Limited, the ultimate holding company of NDTV.

These transactions include inter-corporate loans, interest expenses, common cost allocation of corporate services, and other business-related services. The company has availed an inter-corporate loan of Rs. 300 crores from AEL, which is being renewed for FY 2026-27.

Voting Process and Timeline

The postal ballot process will be conducted exclusively through remote e-voting, in compliance with MCA circulars and SEBI regulations.

Shareholders whose names appear in the Register of Members or List of Beneficial Owners as of the cut-off date are entitled to vote. The company has engaged National Securities Depository Limited (NSDL) as the authorized agency for facilitating the remote e-voting process.

Financial Context

The company's recent financial performance provides context for these proposals. For FY 2024-25, NDTV reported revenue from operations of Rs. 261.72 crores but incurred a loss of Rs. 199.79 crores, primarily due to substantial increases in expenses related to strategic expansion initiatives and infrastructure upgrades.

The Audit Committee, comprising independent directors, reviewed and approved these transactions on January 28, 2026, confirming they are conducted at arm's length and in the ordinary course of business. The Board of Directors subsequently recommended these proposals for shareholder approval through ordinary and special resolutions as applicable.

New Delhi Television (NDTV) has announced a revision in its authorization matrix for Key Managerial Personnel (KMP) to determine the materiality of events and information under SEBI regulations. The company formally communicated this change to both BSE Limited and National Stock Exchange of India Limited on January 28, 2026, ensuring compliance with Regulation 30(5) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Revised Authorization Framework

The updated authorization framework designates three key executives with the responsibility to assess materiality of events and make necessary disclosures to stock exchanges. This structured approach ensures streamlined decision-making and regulatory compliance.

Corporate Address and Communication

The company's registered address is located at 1st Floor, Max Square, Jaypee Greens Wish Town, Sector 129, Gautam Buddha Nagar, Noida, Uttar Pradesh – 201304. All three authorized personnel can be reached through the common telephone number 0120-6835000, ensuring centralized communication channels.

Regulatory Compliance

This authorization update demonstrates NDTV's commitment to maintaining robust corporate governance standards. The company has ensured that all designated KMP have appropriate contact information on record with the stock exchanges, facilitating efficient communication regarding material events and information disclosures.

The formal notification was signed digitally by Ms. Parinita Bhutani Duggal in her capacity as Company Secretary and Compliance Officer, reflecting the company's adoption of digital processes for regulatory communications. This administrative update ensures continued compliance with SEBI's listing obligations and disclosure requirements.