BY EMAIL/SPEEDPOST A.D./HAND DELIVERY

MZM/ZM//2020 11 February 2021

To, Broadcast Audience Research Council (“BARC”) Valencia, 4th Floor, Rajkamal Marg, 61, Dr S.S. Rao Road, Parel, - 400 012 Email: [email protected],[email protected], [email protected]

Re : 1) Material Breach of End User License Agreements (“EULAs”) dated 03.12.2015, 08.12.2017 and 08.12.2020.

2) Internal Investigation Report, i.e. Report of Digital Forensics Services dated 24.07.2020 submitted to BARC by Acquisory Risk Consulting Pvt. Ltd.

3) C.C. NO. 484/PW/2020 (State of v. Vishal Ved Bhandari & Ors) (the “charge-sheet”) pending on the file of the Ld. Addl. Chief Metropolitan Magistrate, 37th Court, Esplanade, Mumbai.

Sub : Illegal and fraudulent viewership data manipulation and tampering of Television Rating Points at the Broadcast Audience Research Council.

Madam/Sirs,

We are concerned for our clients Bennett Coleman & Company Ltd., (“BCCL/Our Clients”) who have instructed us to issue this legal notice to you (“Notice”), on account of the shocking illegal and fraudulent viewership manipulation and tampering of Television Audience Measurement and Television Rating Points (“TRP”) particularly, of our Clients’ channel “Times Now” (“Aggrieved Channel/Channel”) by Broadcast Audience Research Council (“BARC/you”) and under our Clients’ instructions, we hereby notify you as under:

1. Our Clients are a Company incorporated under the provisions of the Indian Companies Act, 1956 (“Companies Act”) having its registered office at The Times of Building, Dr. Dadabhai Naoroji Road, Fort, Mumbai – 400001 and the Television Division’s Office at Trade House, Kamala Mill Compound, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013. BCCL is a 178 years old, reputed , operating in almost every business vertical

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of media such as Print (newspapers and magazines), Television, Radio, Music, Films, Internet & Digital, Events, Outdoor Publicity etc. and is popularly known as ‘Times Group” in Media and Entertainment sector and the corporate world. Times Network, a television division of our Clients’, broadcasts various news and non-news channels, including ‘Times Now’, which is an English Language “News” genre channel.

2. Our Clients have been telecasting various channels, including the said Times Now in India for over 15 years and the same are highly popular amongst its viewers and advertisers due to good programming content, packaging and provision of timely news updates with a very wide reach throughout the country with honest and fearless reporting.

3. Our Clients state that BARC is incorporated u/s 25 of Companies Act as a television viewership rating agency which is promoted by the Indian Broadcasting Foundation (“IBF”), the Indian Society of Advertisers (“ISA”) and the Advertising Agencies Association of India (“AAAI”), and is set up with the specific purpose of designing, commissioning, supervising and owning India’s Television Audience Measurement/Television Ratings System. BARC operates under the license granted by Ministry of Information and Broadcasting (“MIB”) and is the only rating agency in India at present and hence, enjoys a complete monopoly. Our Clients state that you are the sole provider of television rating services in India on a commercial basis and are required to function under the Policy Guidelines for Television Rating Agencies dated 16.01.2014 of the MIB (the “MIB Guidelines”). You are required to abide by all applicable regulations/orders/guidelines/directions etc. issued by the MIB and the Telecom Regulatory Authority of India (“TRAI”). BARC has been entrusted with an important commercial activity of significant public interest.

4. Our Clients state that this Notice has been addressed to BARC and through BARC, its various officials and members of the management and/Board of BARC, who are/were in control of and responsible for its day-to-day affairs and who were/are directly and indirectly involved in fraudulent and dishonest activities in relation to the conduct, commission and operation of BARC’s business, inter alia, concerning the captioned EULAs and the deliverables/licensed data (TRP and Television Audience Measurement data) therein. Our Clients emphasize that the said fraudulent and dishonest activities have been carried out by BARC and its officials with the intention of causing financial and reputational loss to our Clients, thereby ensuing deliberate illegal enrichment to BARC and their co-conspirators along with other benefiting parties.

5. At the onset, our Clients state that the subject matter of this Notice, not only concerns corrupt manipulations and rigging of TRP/Viewership Data in lieu of receipt of illegal gratification from particular Channel(s), but also reveals a larger, deep rooted conspiracy to fraudulently and dishonestly inflate the valuation and advertisement revenues of the beneficiary

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channel(s)/subscriber(s). BARC, in connivance with the beneficiary channel(s)/subscriber(s) has perpetrated a systematic fraud to deceive and dishonestly induce our Clients, advertisers, viewers, stakeholders and investors into believing that the beneficiary channel is the most watched English News TV channel in the country, whereas in reality as per genuine data available with BARC, the most watched English News TV channel was that of our Clients i.e. Times Now. The beneficiary channel was fraudulently and maliciously projected and positioned as number one, in order to artificially increase/inflate its advertisement revenues, the share value and the overall valuation of the broadcaster company. This systematic fraud was perpetrated to cause unjust enrichment to the errant beneficiary channel, BARC and its officials and wrongful losses to our Clients, other investors, stakeholders and the public at large. BARC and its corrupt officials ran a nefarious scheme to fraudulently and artificially inflate the beneficiary channel’s valuation and revenue. All that the beneficiary had to do was to launch a channel first, and thereafter, simply enter into an unholy arrangement with top BARC officials who would not only fraudulently increase its viewership data, but in the process also “take care” of genuine competition for the beneficiary to inflate its valuation so as to show unprecedented growth in its business and reap consequent benefits.

6. Our Clients further state that even after the said fraudulent and dishonest activities were discovered and brought to your attention, via the captioned Forensic Audit Report dated 24.07.2020, whereby your directors and officials became aware and had knowledge of the fraudulent acts of TRP manipulation and viewership malpractices being carried out by BARC’s Key Managerial Personnel (“KMP”), senior officials, vendors, contractors and associates - intentionally, no disciplinary action was instituted against the said fraudulent acts nor were these malpractices and fraudulent activities reported to any investigating authority by BARC. This conduct makes our Clients verily believe that the entire Board of Directors of BARC (“Board”) and KMP of BARC being in control of the affairs of BARC, are somehow, involved in commission of the fraudulent activities, thereby making the entire Board including the KMP liable for appropriate prosecution under various provisions of the laws of the land.

7. Our Clients strongly bring to your notice that our Clients reserve their rights to proceed legally against any directors, officials, associates, vendors, service providers or contractors of BARC, or any other co-conspirators or perpetrators in these illegal and prejudicial acts, as and when so advised to secure our Clients’ interests which have been gravely prejudiced and imperiled by your commission of unlawful acts of omission and commission.

8. Our Clients state that given BARC’s unique role as an organization functioning under the aegis of the MIB and TRAI, it is of paramount importance that BARC remains absolutely neutral, unbiased and impartial. However, entailed herein below, our Clients describe and set out severe dereliction and deviation, in

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responsibility and neutrality by BARC and its KMP and other officials which not only has caused severe wrongful loss of repute, standing and following but has also culminated in direct business losses to our Clients, more particularly, to the Aggrieved Channel, quantifiable and squarely associable to BARC’s illegal conduct of manipulation of TRPs and related data.

9. Our Clients avow that basis the representation given by BARC and its directors/KMP regarding it mechanisms and methodology being transparent, free of influence and malpractice, above reproach and that accurate and reliable TRP data will be provided to all subscribers, our Clients subscribed to the data licensed by BARC vide EULAs dated 03.12.2015, 08.12.2017 and 08.12.2020 for the purpose of:

(i) internal research and analysis of the Licensed Data and Services; and

(ii) marketing, promotion and as a base for sale of advertisements as well as a reference point in its documents and agreements etc. with any party or person or any other part of the broadcast and other business of our Clients.

Pursuant to the said EULAs, our Clients have paid license fee to the tune of INR. 21.83 crores as on December 2020.

10. Our Clients state that as per Annexure ‘A’ to the EULAs i.e. the Code of Conduct Part II, (Code of Conduct for Redressing Viewership Malpractices), under the heading ‘objective’ – BARC has committed to provide a Rating System that is fair, transparent and free of any influences and malpractices and further provided the mechanism to prohibit, discourage, prevent and control malpractices related to and resulting in tampering with the Ratings, including creation of Vigilance Teams, Disciplinary Council, procedure to be followed and nature of actions to be initiated against an erring subscriber. However, our Clients state the same has collapsed altogether creating a vast cloud of turmoil and cascading remunerative losses solely attributable to the illegal and fraudulent activities caused by the conspirators and perpetrators amongst the corrupt officials and Board of BARC.

11. Our Clients state that on or about 08.10.2020, our Clients were riddled with shock and surprise to learn through a press conference which was conducted by the Commissioner of Police, Mumbai (“Mumbai Police”), which revealed that a First Information Report (“FIR”) had been registered against various broadcasters, who were involved in rigging and manipulation of TRP which is controlled and generated solely by BARC. From the press conference, it was further revealed that the said FIR was registered at the instance of Hansa Research Group Pvt. Ltd., which is the service provider of BARC for monitoring the BAR-O-Meters installed for measuring TRP at the BARC’s selective panel homes.

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12. Our Clients state that on or about 15.10.2020, BARC took a unilateral decision of suspension of reporting of TRPs in respect of the channels in the news genre, while the reporting in respect of non-news genre, suspiciously, continued. It is in the public domain that while the police investigation continued, MIB constituted a special committee in November 2020 to review the systems and processes of viewership calculations of BARC.

13. Our Clients state that on 25.12.2020, another press conference was held by the Joint Commissioner of Mumbai Police (Crime) on basis of the Forensic Audit Report of July 2020, furnished by BARC, which revealed as under:

A. That BARC had conducted a forensic audit in the month of July 2020 which revealed that the TRPs of various channels were manipulated, rigged, tampered and at times pre-decided by the erstwhile upper echelon of BARC.

B. That the TRPs of our Clients’ Aggrieved Channel, Times Now, a leading English News Genre channel ranked as the number one channel till May 2017 in its genre, had been, suspiciously, reduced to the second position in a fraudulent/illegal manner with a view to make another newly launched English News Channel as the number one channel.

C. That apart from the English News genre channels, it was revealed that the manipulation of the TRP data also happened in respect of Telugu news channels.

The press conference makes it evidently clear that activities resulting in viewership malpractices and TRP manipulation were undertaken by BARC with a malafide intention to biasedly cause wrongful losses to some of its subscribers whilst other co-conspiring subscribers benefitted of the malicious acts.

14. Our Clients state that being an aggrieved and an impacted party, who is the victim of the fraudulent activities of BARC and also a subscriber thereof, our Clients immediately requested BARC for a copy of the said Forensic Audit Report of July 2020 and the actual viewership data of the Times Now from 2016-2019. However, to our Clients’ utter shock and dismay, all these requests of our Clients were outrightly and unceremoniously rejected by BARC. Thereafter, our Clients were constrained to obtain certified copies of the proceedings filed in the court of the Ld. Addl. Chief Metropolitan Magistrate, 37th Court, Esplanade Mumbai (“Ld. ACMM”) in C.C. NO. 484/PW/2020 (State of Maharashtra v. Vishal Ved Bhandari & Ors.) (the “charge-sheet”) pursuant to the investigation of the Mumbai Police, which includes the Internal Investigation Report, i.e. Report of Digital Forensics Services dated 24.07.2020 submitted to BARC by Acquisory Risk Consulting Pvt. Ltd., the Forensic Audit Report dated 01.12.2020 submitted to Crime Branch, Mumbai Police by M/s. Sarath & Associates.

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15. Our Clients state that as per BARC’s own viewership data spanning 44 weeks (from week 24 of 2017 till week 11 of 2018) submitted to the Mumbai Police vide its letter dated 22.12.2020, our Clients’ Channel “Times Now” was clearly number one and its viewership was manipulated, fudged, reduced by you, for giving undue benefit to a newly launched undeserving competitor channel in 2017. The comparative table of average numbers of the said 44 weeks, which is below, proves the viewership malpractices committed by BARC beyond any doubt. The purported “Outlier Policy” has been blatantly abused by BARC to deliberately and fraudulently reduce the weekly viewership impressions of Times Now week after week with the sole intent of bringing its numbers below the said newly launched beneficiary Channel.

India 2+ India 22+ M AB India 2+ India 22+ M AB Wk 24, 2017 Wk 24, 2017 – Wk 24, 2017 - Wk 24, 2017 – – 11, 2018 11, 2018 11' 2018 11, 2018 Impressions 000s Rat % (sum) Raw Data Newly Launched Avg. of 44 Channel in 2017 3754 979 0.48 0.81 weeks before Outlier Cleaning Times Now 5681 1464 0.73 1.21 Raw Data Newly Launched Avg. of 44 Channel in 2017 3465 884 0.44 0.73 weeks Post Data Cleaning Times Now 3097 768 0.40 0.63

16. Our Clients further state that from the findings of the Forensic Report furnished by Acquisory Risk Consulting Pvt. Ltd. (“Acquisory Consulting/ ARCPL”) on 24.07.2020 to BARC, which are extracted and reproduced hereinbelow, it is revealed that the raw data for TRP in the news genre was being manipulated in various ways in order to favor particular channels, to, inter alia, fraudulently and dishonestly show the beneficiary channel as the first ranking channel in the country, despite it not being so, and wherein as per actual data and readings, it was our Clients’ channel “Times Now”, i.e. the Aggrieved Channel which was the English News Channel with the highest TRP and ought to have continued to retain its apex position in the news channel genre.

“Observations: 4. ARCPL conducted the investigations using forensic analysis of data and e-mails and also took inputs from ex-employees. The verbal inputs were validated, using forensics findings and vice-versa. We had analysed multiple data points to arrive at our conclusions.

5. We have unearthed evidence of and the methods that were used to change the viewership ratings. Outliers, metarule, and

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channel audience control (CAC) were used to change the expected level ratings. We had seen evidence of multiple re- runs to get the desired outcome. The CACC, Outliers were removed or added back to change the ratings. Channels were put under CAC under the excuse that these channels are infiltrated. The manipulation was evidenced in 2017, 18 and 19 across English News Genre and Telugu News Genre. Evidence indicated favouritism shown to few channels. In some cases, we suspect that the ratings were pre-decided.

6. We have seen process manipulation wherein some channels were added in Alpha Club, included channels in the middle of the week, or report the channel’s rating before the pre-decided cooling period after watermarking.

7. The rating finalization was done by Business Teams (Partnerships), a clear violation of neutrality. There is evidence that shows the conflict of interest due to this.

8. Evidence also shows the intent to change the high viewing panel homes to curtail the ratings.

9. The evidence showed manipulation of ratings and violation of the code of ethics in 2016 to 19. The following people were involved: ● Mr. Ramgarhia (RR) – COO ● Mr. Venkat Sujit Samrat (VSS) – Head of Products/South ● Mr. Rushabh Mehta (RM) – Head of West ● Mr. Partho Dasgupta (PDG) – Ex CEO, evidence (data and verbal) implicates in all incidents. ● Ms. Pekham Basu – Vice President, Strategy ● Ms. Manashi Kumar – Chief People Officer & Strategy

10. The investigation, interaction with Ex-employees and whistle- blower communications pointed to cartelization/ concentration of power amongst Head of HR, COO, and Ex CEO. This prompted the inclusion of the HR Head (Ms. Manashi Kumar) in the investigation.

11. To conclude, the investigation and the analysis of data showed several instances of changing the viewership ratings. We had observed multiple pieces of evidence pointing to the violation of various internal processes along with this. This indicated collusion amongst five senior management personnel resulting in rampant violation of Business Ethics, Code of Conduct, and abysmal governance…”

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17. Our Clients state that the Forensic Report of 24.07.2020, refers and relies on various internal emails exchanged amongst BARC officials from which it is absolutely clear that Times Now’s numbers were kept under constant scanner to control and reduce its viewership and BARC has taken every action/step to continuously and deliberately reduce Times Now’s TRP numbers for extending help to the other competing channel launched in 2017. This illegal act of viewership malpractices brazenly adopted and followed by BARC, is clear from the internal email exchanges of BARC officials, supported and corroborated by WhatsApp chats with the employees of the said newly launched channel. Some of the excerpts of internal emails of the BARC officials referred in Forensic Report of 24.7.2020 are reproduced hereinbelow: ● “As required Times Now’s Numbers were changed while (newly launched channel’s) numbers kept same…….” ● Pls find below revised numbers of English Genre of week 31 (of 2017). The impressions of Times Now had been decreased drastically across the universe and 22+M AB. This resulted in (newly launched channel’s) ratings going above that of Times Now” ● “I have put Times Now under control on all days barring Tuesday- this should bring it below (newly launched channel). Let’s see after re-run” ● “Pls find update of English News Channels for week 27 (of 2017). Times Now, CNN News18 will be changed” ● The delay (in releasing the viewership data) is because of instructions given to him (one of the official of BARC) to make some changes to (viewership) data (of week 27, 2017)”.

18. Our Clients state that from the above mentioned, it is evident as night and day, that the above stated findings of the forensic investigation reports dated 24.07.2020 and 01.12.2020 and the charge-sheet, amount and tantamount to “Viewership Malpractice(s)”. Our Clients state that from the materials on record, it is evidenced and established and amply clear that the data, readings and rankings were fudged and illicitly manipulated by BARC, including its Board, Managing Committee, all senior KMP, senior officials and other involved managerial and technical staff under the supervision of the Board of Directors/KMP and that such conduct emanated from a pre-conceived and deep rooted conspiracy, for which BARC is liable and responsible to be prosecuted due to their respective acts, omissions, negligence, concealment of facts and abuse of position.

19. Our Clients state that BARC in complete violation/breach of its obligations, both statutory and contractual, has committed civil wrongs as well as criminal offences to displace the Times Now as the first ranking English News channel in India, despite evidentiary data establishing the contrary, to furnish illegal favors upon another subscriber (i.e. the beneficiary channel) in furtherance of a deep rooted conspiracy to deliberately ensue wrongful losses to Times Now

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and in turn, our Clients and to cause a wrongful gain to the newly launched beneficiary English News Channel. It appears that the criminal conspiracy was hatched, perpetrated and conceived even before the launch of the said English News Channel in 2017, to make it the number one channel by dislodging the leadership and prime apex position of our Clients’ Channel i.e. Times Now which always enjoyed the number one position for more than a decade since its launch in 2006.

20. Our Clients state that the above stated acts of BARC which were committed to produce fraudulent/fudged/manipulated TRP data on a weekly basis, were carried out with an intention to do illegal acts in a manner to provide it with a cover of legitimacy so as to hoodwink all the stakeholders including viewers, advertisers, channels and others, resulting in wrongful losses not only to our Clients and its Channels but also causing advertisers to shell out revenue to an entity neither deserving nor entitled to the same and thereby causing wrongful gain to this undeserving beneficiary entity. Being aggrieved by such illegal acts, our Clients state that BARC has also played fraud upon the viewers of television channels by projecting a lesser deserving channel as a leading one. Our Clients state that the actions of BARC have the capability of destabilizing the faith of the Indian population at large and thereby distance themselves from commercially associating with broadcasters and channels.

21. Our Clients further state that BARC’s culpability is evidenced and established by the fact that even after realizing this gross misreporting of an entire Genre for a protracted period vide the Forensic Audit Report dated 24.07.2020, causing significant financial loss to our Clients, BARC has kept this matter suppressed deliberately, intentionally and has taken no decisive action against any of the conspirators and perpetrators other than strategically, surreptitiously and discreetly asking some of the errant officials to silently resign and move out of the system. It is stated that for the obvious reasons, BARC has not taken any requisite disciplinary action against the persons, involved in unethical acts of criminal conspiracy, cheating, breach of trust, which have made personal benefits at the loss of our Clients and their Channel i.e. Times Now. Additionally, to safeguard the erring news channel/broadcaster which wrongfully benefitted out of these illegal acts, BARC strategically issued letters in October, 2020 and November, 2020, to give them a self-serving clean chit to enable them to defend the matter under investigation by Mumbai Police. These acts clearly show the complete involvement of BARC in these illegal and unethical acts of Viewership Manipulation and Malpractices continuing from 2016 till date.

22. Our Clients state that BARC cannot take refuge under the pretext that it had no knowledge of the said manipulations happening for such a long period of almost 3 years, on a weekly basis and even after receipt of Forensic Audit Report dated 24.07.2020 by not initiating any action against the delinquent persons and entities. In light of this, it is stated that BARC has thus continued

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to support the said illegal acts and as a part of criminal conspiracy, may have committed illegal acts of destruction of evidence as punishable under the law.

23. Our Clients state that the inaction and deliberate omission of BARC, in maintaining a fair and level playing field for its subscribers as covenanted by BARC under the EULAs, and further contravention of the obligation to make sure that there are no Viewership Malpractices also covenanted by BARC under the EULAs, is a systemic and a deliberate attempt to disrupt and intentionally ensue wrongful losses to our Clients. Our Clients state that had it not been for the Mumbai Police investigation, BARC had no intention either to report these events/malpractices to the Police or our Clients so as to allow them to take any substantial steps to penalize the conspirators or to correct the situation. BARC was more than willing and ready to let our Clients’ financial misfortune go down in their books as a mysterious fall, simply put. It is a cruel twist of fate that our Clients paid crores of rupees as license fee only to receive fraudulent/manipulated/tampered TRP data from BARC which was intentionally designed to lower the viewership of our Clients’ channel contrary to the truth. Our Clients state that this constitutes moral turpitude, criminal breach of trust, cheating, fabrication and manipulation of records, criminal conspiracy, gross abuse of its position being the sole rating agency in the country and material breach of the EULAs, MIB guidelines and further poses a question on BARC’s credibility and ethical standards given the shocking levels of corruption persisting at the BARC.

24. It is pertinent to note that when our Clients sought to compare the findings of the above said forensic reports and the charge-sheet with the quarterly audit reports of the BARC as mandated by Clause 10.1 of the MIB guidelines, our Clients were shocked to note that neither have the quarterly reports under Clause 10.1 of the MIB guidelines been uploaded on the BARC official website, nor are the annual audit reports as mandated under Clause 10.2 of the MIB guidelines accessible on the purported links provided for them.

25. Our Clients state that due to the illegal acts and omissions committed by BARC and its officials, all the stakeholders i.e., genuine Broadcasters, Advertisers, Viewers, Regulators have been cheated and have been defrauded by such illegal acts including but not limited to, circulation of wrong, fudged and fabricated TRP numbers for years together. Our Clients state that BARC and its officials are liable to be prosecuted for these lapses and criminal offences.

26. One of the main reasons for our Clients, who are a broadcaster, to avail TRP data is that the same is essential because it is this data on which the advertising revenues of our Clients and Times Now are critically dependent. The major source of funds for broadcasting is advertising and program sponsorship. The popularity of a medium, a channel, or a program, as measured, assessed, and reported by BARC, guides the advertisers and the advertising agencies in selecting the appropriate medium, the channel, and

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the time to reach a target audience. The television ratings data and position directly impact the channel-wise direction of advertising expenditures, which are guided by the audience measurement and the cost of reaching various audience segments, advertisement placements, and program schedules which is assessed through the TRP system. Therefore, it is imperative that the process of TRP measurement, assessment and reporting should be objective, fair, neutral, and transparent. It must be kept in mind that any attempt to affect the advertising revenue, directly or indirectly, is nothing but a violation of the fundamental right guaranteed under Article 19(1)(a)&(g) of the Indian Constitution, to the shareholders, employees, agents of our Clients and our Clients independently.

27. Our Clients state that the manipulation and fudging of Times Now’s TRP data has negatively affected the revenue of our Clients, including advertising revenues and as a result of the same, the total revenue loss caused to our Clients is Rs. 431 Crores (Rupees Four Hundred and Thirty-One Crores). In addition to the above, our Clients have suffered significant loss of reputation, goodwill, brand value and loss of future profits which our Clients are in the process of calculating. Furthermore, our Clients are entitled to the refund of the entire License Fee paid to BARC till date, amounting to Rs. 21.83 crores along with interest thereon at the rate of 18% p.a. for the reason that no truthful viewership data was provided by BARC to our Clients for years at length, resulting in outright cheating caused to our Clients.

28. Our Clients state that from the aforesaid facts, it is crystal clear that: ⮚ On the basis of the forensic reports dated 24.07.2020 and 01.12.2020, the charge-sheet and the press conference dated 25.12.2020 held by the Mumbai Police in relation to the investigation conducted into the above stated fraudulent activities of BARC, Times Now’s viewership numbers/TRP were clearly fudged and manipulated by BARC from 2017- onwards.

⮚ By providing wrong data for years together even after receiving a huge License Fee from our Clients, BARC is in complete breach of all obligations under the EULAs, MIB Guidelines and the internal policies/rules/regulations of BARC.

⮚ Times Now’s viewership numbers were deliberately and in a concerted manner, reduced for giving benefit to the newly launched Channel, which has considerably and adversely impacted the revenue, growth, reputation, goodwill and image of Times Now channel and at the national and international level.

⮚ BARC willfully and deliberately did not take any Disciplinary Action against the errant parties e.g., benefiting subscribers and errant officials, even after having the knowledge of TRP Manipulation through internal

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whistle blower complaints and external Forensic Audit Report dated 24.07.2020 and instead, discreetly allowed some of the employees to resign and move out of BARC and BARC intentionally remained silent and inactive with respect to said Report of 24.7.2020.

⮚ Even when the entire scam was unearthed with clear proof, in as early as July 2020, BARC suppressed the Forensic Audit Report from all stakeholders who were referring and relying on TRP numbers circulated by BARC, for claiming leadership, for earning revenue, for finalising marketing plans and other business activities. Therefore, BARC has not only cheated our Clients but also all other stakeholders like Advertisers, Viewers, other member Broadcasters and finally, the Regulators.

⮚ From July, 2020 till December, 2020, for shielding culprits involved in this TRP Manipulation, BARC did not voluntarily share and disclose Acquisory Consulting’s Audit Report dated 24.07.2020, even though Mumbai Police unearthed TRP Scam matter and started investigating the same in October, 2020 and the said Audit Report was only shared by BARC with Mumbai Police on 24.12.2020, when Mumbai Police came across the same during its investigation.

⮚ BARC was actively involved participant of the TRP Scam and chose to follow, adopt and continuously support all unethical, illegal practices from years together including Viewership Manipulation and Fudging of data and hence, it is clear that the corruption has gone to the root of BARC. Even the present Management and Board of BARC are nurturing the same by hiding, suppressing all these facts/incidents very conveniently by avoiding any legal actions against the wrongdoers, for enjoying its undue selfish benefits, at the cost of genuine and innocent stakeholders/members/subscribers.

29. Considering the aforesaid, our Clients state that BARC is not only liable for civil action to be initiated against it but is also squarely liable to be prosecuted for serious cognizable criminal offences under sections 420 (Cheating and dishonestly inducing delivery of property), 406 (Punishment for criminal breach of trust), 409 (Criminal breach of trust by public servant, or by banker, merchant or agent), 465 (Punishment for forgery), 467 (Forgery of valuable security, will, etc.), 468 (Forgery for purpose of cheating), 471 (Using as genuine a forged document or electronic record), 201 (Causing disappearance of evidence of offence, or giving false information to screen offender), 204 (Destruction of document or electronic record to prevent its production as evidence), 212 (Harbouring Offender), 120(B) (Punishment of criminal conspiracy) and 34 (Common Intention) of the Indian Penal Code, 1860. Further, it is also pertinent to note that the License Fee charged by BARC and the salaries, remuneration, benefits (direct or indirect) availed by its directors/KMP/officials from BARC constitute proceeds of crime (derived by committing the above stated scheduled offences) as the same have been

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projected as untainted and as such are liable to investigation and attachment by the Directorate of Enforcement under the Prevention of Money Laundering Act, 2002. Furthermore, the brazen corporate misconduct and rampant mismanagement at BARC which has been going on for years together make it an apt case for investigation by the Serious Fraud Investigation Office (“SFIO”) for offences under the Companies Act and by Competition Commission of India for abuse of the significant market power enjoyed by BARC due to its monopolistic existence.

30. In view of the aforesaid facts, we are hereby instructed by our Clients to call upon you to comply with the following:

A. Compensate to our Clients, a cumulative sum of damages of Rs. 431 Crores (Rupees Four Hundred and Thirty-One Crores) plus license fees of Rs. 21.83 crores with interest @ 18% p.a.;

B. Release a Press Statement on BARC’s website to immediately clarify that as per your own viewership data and records, “Times Now” was the number one channel and undisputed leader in English News Genre from 2017-2019;

C. Further publicize and publish at your own cost, the press statement at (B) above in the top five English and Hindi News Channels of the country, the widest circulating national English news daily newspaper of the country and the widest circulating regional newspaper of each state;

D. Publish the Acquisory Risk Consulting’s forensic audit report dated 24.07.2020, on BARC’s website in compliance of applicable Codes and Guidelines;

E. Basis the forensic audit report dated 24.07.2020 and the charge-sheet, initiate Disciplinary Action against the errant broadcasters/channels and BARC officials who are/were involved in the above said fraudulent activities and impose appropriate penalties including cancellation of the EULA of the errant subscribers;

You are hereby called upon to comply with the above-mentioned terms, within seven (7) days from the date of receipt of this notice, failing which our Clients shall be constrained to adopt appropriate criminal as well as civil action against you, which shall be at your entire risk as to all costs and consequences thereof, which fact you may kindly note. This notice is without prejudice to the rights and remedies available to our Clients, whether under law, contract, tort or equity, all of which are reserved. Our Clients reserve their rights to initiate and adopt appropriate legal action against the Board, Management Committee, KMP and all concerned officials, service providers of BARC whether past or presently affiliated to BARC without any further notice.

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Sincerely,

For MZM Legal LLP

CC to: 1. President, Indian Broadcasting Foundation Email: [email protected], [email protected], [email protected]

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