CAUTION NOTICE FOR PURCHASE
OF SHARES OF T.V. TODAY NETWORK LIMITED's

All persons resident outside India including Foreign Institutional Investors, Non-Resident Indians and companies in which there is majority ownership and control by persons resident outside India cannot buy or sell or trade or deal in the shares of TVTN.

Company brings the following to the information of public, investors and brokers.
1. As a news broadcasting company, TVTN is required to ensure compliance with the Guidelines for Uplinking of News and Current Affairs TV Channels from India, as amended in August, 2003 issued by the Ministry of Information and Broadcasting (MIB)
("March 2003 Guidelines ") ("August 2003 Revised Guidelines.")

The relevant clauses of the Guidelines are as follows:
(i) Clause B prescribes that the foreign direct investment in an eligible company shall not exceed 26% of the paid up equity capital of such company.

(ii) Clause D states that while calculating the 26% FDI in the equity of the applicant company, the foreign holding component, if any, in the equity of the Indian shareholder companies of the applicant company will be duly reckoned on pro rata basis so as to arrive at the total foreign holding in the applicant company.

(iii) Clause F states that the company shall be required to take prior permission from the Ministry of Information and Broadcasting before effecting any alteration in the foreign shareholding patterns and the shareholding of the largest Indian shareholders.

2. The MIB vide its letter dated 17th of November, 2003 has given its no objection to the IPO provided that, inter alia, the FDI shall not exceed 26% of the paid up equity.
3. Our Prospectus dated December 31, 2003 also stated the following in this regard:
"In keeping with the conditions mentioned in the above mentioned approval, we shall not be offering shares in the IPO to persons resident outside India including FIIs, NRIs and companies in which there is majority ownership and control by persons resident outside India."
4. Further, we wish to advise that persons resident outside India including FIIs, NRIs and companies in which there is majority ownership and control by persons resident outside India cannot buy or sell or trade or deal-in the shares of the Company.
5. Further, for complying with the uplinking guidelines issued by Ministry of Information and Broadcasting, including compliance with the Guidelines with regard to the foreign direct investment in TVTN not exceeding 26% of the paid up capital, we wish to bring to your notice that we reserve our right to rectify register of members, as and when such breach come to our notice.

The Company will take due action in this regard only on the basis of the data made available to us by the Registrars from share transfer related documentation and no other mode.

 
PUBLIC, INVESTORS AND BROKERS SHOULD TAKE DUE NOTE OF THE ABOVE IN DEALING/ TRADING IN COMPANY'S SHARES TO AVOID INCONVENIENCE TO THEM AT A LATER DATE.