NOTICE

NOTICE is hereby given that the Twenty First Annual General Meeting of the members of Media Matrix
Worldwide Limited will be held on Friday, the 29th September, 2006 at 10.00 a.m. at 103, Sagarika Apartment,
Opp. Hotel Ramada Palmgrove, Juhu Tara Road, Juhu, Mumbai – 400 049, to transact the following business:

ORDINARY BUSINESS
1. To receive, consider and adopt the Balance Sheet as at 31st March 2006 and the Profit & Loss Account for
the year ended on that date and reports of the Directors and Auditors thereon.

2. To appoint Director in place of Ms. Rashmi Pandey, who retires by rotation and being eligible, offers herself
for re - appointment.

3. To appoint Director in place of Mr. Ashok Lalwani, who retires by rotation and being eligible, offers herself
for re - appointment.

4. To appoint Auditors to hold office from the conclusion of this Annual General Meeting until the conclusion
of the next Annual General Meeting and to authorize Board of Directors to fix their remuneration.

SPECIAL BUSINESS
5. To consider and, if thought fit, to pass, with or without modification(s) the following resolution as a Special
Resolution:

“RESOLVED that pursuant to the provisions of sections 269, 198, 309, 310, 311, Schedule XIII and all other
applicable provisions of the Companies Act, 1956 (including any statutory modification or re-enactment thereof
for the time being in force) and such other approvals, permissions and sanctions, as may be required, and subject to
such conditions and modifications, as may be prescribed or imposed by any of the Authorities in granting such
approvals, permissions and sanctions, and pursuant to the approval of the remuneration committee of the Board
and the Board of Directors at their meeting held on 29th October, 2005, approval of the Company be accorded to
the re-appointment of Mrs. Priyanka Vedmehta as Managing Director of the Company for a period of 3 (Three)
years with effect from 13.11.2005 on a total monthly remuneration of Rs. 50,000/- (Rupees Fifty Thousand Only).

FURTHER RESOLVED that the Board of Directors be and is hereby authorised to vary, alter, increase, enhance
or widen the scope of remuneration and perquisites, to the extent specified in schedule XIII and other applicable
provisions, if any, of the Act as amended from time to time.

FURTHER RESOLVED that where in any Financial Year during the currency of the tenure of the Managing
Director, the Company has no profits or its profits are inadequate, the Company may pay to the Managing Director
the above remuneration as the minimum remuneration by way of salary subject to receipt of the requisite
approvals, if any.

FURTHER RESOLVED that for the purpose of giving effect to this resolution, any Director of the Company be
authorised to do all acts, deeds, matters and things as they may in their absolute discretion deem necessary, proper
or desirable and to settle any question, difficulty or doubt that may arise in this regard and to sign and execute all
necessary documents, applications, returns and writings as may be necessary, proper, desirable or expedient.”

Registered Office: For and on Behalf of the Board

1056, Adarsh Nagar,
Off. Link Road,
Andheri (W), Priyanka Vedmehta
Mumbai – 400 102 Managing Director
Date: 1st September, 2006
NOTES:

1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and
vote instead of himself and such proxy need not be a member of the Company. The proxy in order
to be effective should be duly stamped, completed and signed and must be deposited at the
Registered Office of the Company not less than 48 hours before the time for holding the aforesaid
meeting.

2. Members/Proxies should bring the enclosed Attendance Slip duly filled in for attending the
meeting.

3. The Register of Members and Share Transfer Books of the Company will remain closed from 27th
September, 2006 to 29th September, 2006 (inclusive both days).

4. Members who have shareholdings in multiple accounts in identical names or joint accounts in the
same order are requested to send all the share certificate(s) to the Registrars & Share Transfer
Agents, M/s Sharex (India) Private Ltd., Unit – 1, Luthra Ind. Premises, Safed Pool, Andheri Kurla
Road, Andheri (East), Mumbai – 400 072 for consolidation of all such shareholdings into one
account to facilitate better service.

5. (a) Members are requested to notify change of address, if any, with PINCODE to the Company or
its Share Transfer Agents quoting reference of their folio number and in case their shares are held
in dematerialized form, this information should be passed on to their respective Depository
Participants.

(b) In case the mailing address mentioned on this Annual Report is without the PINCODE,
members are requested to kindly inform their PINCODE immediately.

6. A member desirous of getting any information on the accounts or operations of the Company or
shares related matter is requested to forward his/her queries to the Company at least seven days
prior to the meeting so that the required information can be made available at the meeting.

7. In all the correspondence with the Company or its Share Transfer Agents, members are requested
to quote their account/folio number and in case their shares are held in the dematerialized form,
they must quote their client ID Number and their DP ID Number.

8. Re-appointment/ Appointment of Director:

At the ensuing Annual General Meeting Ms. Rashmi Pandey and Mr. Ashok Lalwani, Directors,
retire by rotation and being eligible offers themselves for re-appointment. The information or
details pertaining to the Director, to be provided in terms of clause 49 of the Listing Agreement are
furnished in the statement on Corporate Governance published elsewhere in this Report.

Registered Office: For and on Behalf of the Board

1056, Adarsh Nagar,
Off. Link Road,
Andheri (W), Priyanka Vedmehta
Mumbai – 400 102 Managing Director
Date: 1st September, 2006
Item No. 5

The tenure of Mrs. Priyanka Vedmehta as Managing Director was upto 12th November, 2005. Subject to the
approval of the Shareholders in the next Annual General Meeting, the Board of Directors have at their Meeting
held on 29th October, 2005, pursuant to the approval of the remuneration committee, approved the re-appointment
of Mrs. Vedmehta as Managing Director of the Company for a period of 3 years w.e.f. 13.11.2005. She is a
Science Graduate and Master of Business Administration from NMIMS, Mumbai with specialization in human
resources having multifunctional experience of 7 years. She is very well versed in all aspects of marketing, finance,
costing, technical matters and administration. She is aged about 29 years. The proposed remuneration will be
within overall limit of Schedule XIII of the Companies Act, 1956.

Briefly, the terms and conditions of the re-appointment and remuneration of Mrs. Vedmehta are as follows:
1. She shall carry out such duties as may be entrusted to her subject to the supervision of the Board of Directors.
2. The re-appointment shall be for a period of 3 (three) years w.e.f. 13.11.2005.
3. Remuneration:
Salary: Rs. 50,000 per month or Rs. 6,00,000 per annum. (All inclusive)
The proposed resolution is required to be passed as a Special Resolution as required under the amended Schedule
XIII to the Companies Act, 1956 and as such, the Directors commend your approval.
Copy of the terms and conditions governing the appointment is available for inspection by members during
business hours on any working day before the date of annual general meeting.
None of the directors are interested or concerned in this resolution.
The relevant abstract, as required under Section 302 of the Companies, 1956 had already been sent to the
shareholders of the Company at the time of approval of the Board.

Registered Office: For and on Behalf of the Board

1056, Adarsh Nagar,
Off. Link Road,
Andheri (W), Priyanka Vedmehta
Mumbai – 400 102 Managing Director
Date: 1st September, 2006