Mahanagar Telephone Nigam : Shareholders meeting

MTNL/SECTT/SE/2023

January 16, 2023

To

The Listing Department,

Bombay Stock Exchange (BSE)

National Stock Exchange (NSE)

Ref: BSE Scrip Code: 500108/ NSE Symbol: MTNL.

Sub: COMPLIANCE WITH REGULATION 30 OF SEBI (LODR), 2015 - POSTAL BALLOT NOTICE AND CALENDAR OF EVENTS-reg

Dear Sir,

As per Regulation 17(1C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended thereto (w.e.f. 1st January, 2022), the approval of Shareholders is required to be sought through Postal Ballot by electronic means for the agenda items stated in the notice enclosed.

Pursuant to the provisions of Companies Act, 2013 and Companies (Management and Administration) Rules, 2014, read with the General Circular issued by MCA, the electronic copies of Postal Ballot Notice along with the Explanatory statement will be sent to those members whose e-mail ids are registered with their Depositories/Depository Participants (in case shares held in electronic form) or with Registrar & Transfer Agent (in case shares held in physical form).

The Company has engaged the services of Central Depository Services (India) Limited to provide remote e- voting facility to its Members and M/s Hemant Singh & Associates as Scrutinizer to scrutinize the e-voting process.

MAHANAGAR TELEPHONE NIGAM LIMITED

(A GOVERNMENT OF INDIA ENTERPRISE) CIN L32101DL1986GOI023501

Registered and Corporate Office: Mahanagar Doorsanchar Sadan 5th Floor, 9 CGO

Complex, Lodhi Road, New Delhi - 110 003. Tel: 011-24319020, Fax: 011-24324243,

Website: www.mtnl.net.in/www.bol.net.in

NOTICE OF POSTAL BALLOT

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

Dear Member(s),

Notice of Postal Ballot is hereby given to the Members of the Company pursuant to Section 108 and Section 110 of the Companies Act, 2013 ("Act") read with Rule 20 and Rule 22 of Companies (Management and Administration) Rules, 2014, ("Rules"), Circular Nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 08, 2021, 03/2022 dated May 05, 2022 and 10/2022 dated December 28, 2022 issued by the Ministry of Corporate Affairs ("MCA") (hereinafter collectively referred to as "MCA Circulars"), and Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time ("SEBI LODR, 2015") and Secretarial Standard on General Meetings ('SS- 2') issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations (including any amendment(s), statutory modification(s) and/ or re-enactment(s) thereof for the time being in force), that the Resolutions as set out in this Notice are proposed for approval by the Members of the Company by means of Postal Ballot only by voting through electronic means ('remote e-voting').

The explanatory statement pursuant to Sections 102, 110 and other applicable provisions of the Act read with the applicable Rules setting out all material facts relating to the resolutions mentioned in this Postal Ballot Notice are annexed hereto.

You are requested to record your assent or dissent only by means of remote e-voting system provided by the Company.

SPECIAL BUSINESS:

1. APPOINTMENT OF SHRI SUNIL KUMAR VERMA, (DIN: 09800644), JOINT SECRETARY (A),DoT AS GOVERNMENT NOMINEE DIRECTOR OF THE COMPANY:

In this connection, to consider, and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 152 and other applicable provisions of the Companies Act, 2013 and the rules framed thereunder(including any statutory modification(s) or re-enactment thereof for the time being in force), Regulation

17(1C) of SEBI (LODR), 2015 as amended in SEBI (Listing Obligations and Disclosure Requirements) and provisions of any other guidelines issued by relevant authorities, Shri Sunil Kumar Verma, (DIN: 09800644) who was appointed as an Additional Director to function as Government Nominee Director by President of India vide DOT Letter No.E-5-2/2021-PSA dtd. 17.11.2022 w.e.f. 23.11.2022 (date of obtaining DIN) on the Board of the Company in terms of Section 161(1) of the Companies Act 2013 and Article 66(D) of the Articles of Association and who holds office upto the date of the next Annual General Meeting or the last date on which the Annual General Meeting should have been held, whichever is earlier, but eligible for reappointment and has consented to act as a Director and in respect of whom the Company has received notice in writing, from the Director himself under Section 160 of Companies Act 2013 proposing himself for the office of the Director of the Company be and is hereby appointed as Government Nominee Director of the Company."

1. APPOINTMENT OF SHRI RAJIV KUMAR (DIN-09811051), DIRECTOR FINANCE, BSNL AS DIRECTOR (FINANCE) OF THE COMPANY:
   In this connection, to consider, and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:
   "RESOLVED THAT pursuant to the provisions of Sections 152 and other applicable provisions of the Companies Act, 2013 and the rules framed thereunder(including any statutory modification(s) or re-enactment thereof for the time being in force), Regulation 17(1C) of SEBI (LODR), 2015 as amended in SEBI (Listing Obligations and Disclosure Requirements) and provisions of any other guidelines issued by relevant authorities, Shri Rajiv Kumar (DIN-09811051) who was appointed as an Additional Director to function as a Director (Finance) by President of India vide DOT Letter No.E-1-5/2022-PSA dtd. 30.11.2022 w.e.f. 02.12.2022 (date of obtaining DIN) on the Board of the Company in terms of Section 161(1) of the Companies Act 2013 and Article 66(D) of the Articles of Association and who holds office upto the date of the next Annual General Meeting or the last date on which the Annual General Meeting should have been held, whichever is earlier, but eligible for reappointment and has consented to act as a Director and in respect of whom the Company has received notice in writing, from the Director himself under Section 160 of Companies Act 2013 proposing himself for the office of the Director of the Company be and is hereby appointed as Director (Finance) of the Company."
2. APPOINTMENT OF SHRI SHIVENDU GUPTA, (DIN: 09850201), DDG(WPF),DoT AS GOVERNMENT NOMINEE DIRECTOR OF THE COMPANY:
   In this connection, to consider, and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:
   "RESOLVED THAT pursuant to the provisions of Sections 152 and any other applicable provisions of the Companies Act, 2013 and the rules framed thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), Regulation 17(1C) of SEBI (LODR), 2015 as amended in SEBI (Listing Obligations and Disclosure Requirements) and provisions of any other guidelines issued by relevant authorities, Shri Shivendu Gupta, (DIN: 09850201) who was appointed as an Additional Director to function as Government Nominee Director by President of India vide DOT Letter No.E-5-3/2021-PSA